TIDMITX
RNS Number : 8505Q
Itaconix PLC
23 June 2020
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT AND AT THE START OF
THE APPIX.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ITACONIX PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ITACONIX
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR").
Itaconix plc
("Itaconix" or the "Company" or the "Group")
LAUNCH OF FUNDRAISE
Proposed Fundraising of a minimum of GBP1.12 million ($1.4
million)
by way of a Placing, Subscription and US Additional
Subscription
Itaconix , a leading innovator in sustainable specialty polymers
, today announces its intention to issue new ordinary shares to
raise a minimum of GBP1.12 million ($1.4 million) by way of a
placing via an accelerated bookbuild, a subscription and a US
additional subscription (together the "Fundraising") to fund the
commercial development of the Company's portfolio of core products
and for general working capital purposes as further outlined below.
The Fundraising is being conducted at a price of 1.1 pence per new
Ordinary Share (the " Issue Price ").
Highlights
-- Proposed Placing of new Ordinary Shares (the "Placing
Shares"), with certain existing and new institutional and other
investors and a Subscription of new Ordinary Shares (the
"Subscription Shares"), with certain US investors, at the Issue
Price of 1.1 pence per share, the Placing and the Subscription
raising in aggregate a minimum of approximately GBP1.12 million
($1.4 million)
-- The Company also intends (acting in its absolute discretion)
to make an invitation to certain US Eligible Participants to
participate, pursuant to applicable exemptions to the US Securities
Act, in a further issue of new equity in the Company by way of the
US Additional Subscription of new Ordinary Shares at the Issue
Price
-- The Issue Price of 1.1 pence represents a 15 per cent.
discount to the Closing Price of 1.3 pence on 23 June 2020, being
the latest practicable date prior to the announcement of the
Fundraising. Participants in the US Subscription and US Additional
Subscription are being invited to invest in the Fundraising in US
dollar amounts, at an equivalent share price of $0.01375 which, at
a deemed $/GBP exchange rate of 1.25, represents a price of 1.1
pence per Ordinary Share.
-- The Net Proceeds of the Placing and the Subscription are intended to be used
(i) to fund Itaconix's anticipated operational costs associated
with the commercial development of the Company's portfolio of core
products at least until the third Quarter of the financial year
ending 31 December 2021; and
(ii) for general working capital purposes as it seeks to continue growing revenues
-- Books are open with immediate effect. The Company reserves
the right to increase the overall size of the Fundraise subject to
levels of demand
-- The Group has continued to make commercial progress. Revenue
for the first five months of 2020 were $0.9m, representing a 91 per
cent. increase over the same period in 2019
-- The Placing is being conducted in two tranches. The Company
intends to issue approximately 12,270,000 First Placing Shares
raising gross proceeds of approximately GBP135,000 ($168,750) to
certain participants in the Placing under the existing authorities
to allot equity securities granted at the Company's annual general
meeting in 2019. The First Placing Shares are expected to be
admitted to trading on AIM on or around 8 July 2020. The Company
intends to issue a minimum of 89,500,000 Second Admission Shares
raising a minimum of gross proceeds of GBP985,000 ($1,231,250). The
Second Admission Shares (along with the US Additional Subscription
Shares) are expected to be admitted to trading on AIM on or around
15 July 2020
-- The US Additional Subscription will be for up to 3,640,000
new Ordinary Shares in aggregate at the Issue Price. Assuming full
take-up by US Eligible Participants under the US Additional
Subscription, the issue of the Additional Subscription Shares will
raise further gross proceeds of up to GBP40,000 ($50,000) for the
Company
-- Admission of the First Placing Shares is conditional, inter
alia, upon the Placing Agreement not having been terminated and
becoming unconditional in respect of those shares. Admission of the
Second Placing Shares, the Subscription Shares and the US
Additional Subscription Shares is also conditional, inter alia,
upon the approval of Shareholders at the General Meeting
-- A circular, which will provide further details of the
Fundraising and include a notice convening the General Meeting (the
"Circular") will be sent to Shareholders shortly and a further
announcement will be made in due course
Certain of the Directors intend to participate in the Second
Placing. Further details of the Fundraising and confirmation of
participation by such Directors will be set out in the announcement
to be made on the closing of the Placing which is expected to be
made tomorrow.
It is likely that, if Shareholder approval for the Fundraising
at the General Meeting is not received, this would ultimately lead
to the Company entering into administration or some other form of
insolvency procedure, assuming that alternative funding would not
be available. Accordingly, it is very important that Shareholders
vote in favour of the relevant Resolutions at the General Meeting
in order that all of the full Fundraising (and not just the First
Placing) can proceed.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this announcement in its
entirety (including the Appendix), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
For further information please contact:
Itaconix Plc +44 (0) 1244 283 500
John Shaw, Chief Executive Officer
Laura Denner, Chief Financial Officer and
Company Secretary
www.Itaconix.com
N+1 Singer (Nominated Adviser and Joint
Broker) +44 (0) 207 496 3000
Peter Steel / James Moat
Tom Salvesen
Allenby Capital Limited (Joint Broker -
Placing) +44 (0) 203 328 5656
Amrit Nahal (Broking)
Nick Athanas / Liz Kirchner (Corporate
Finance)
Expected Timetable of Principal Events
Announcement of the results of the Placing 24 June 2020
Circulation of the Circular, Notice of General 26 June 2020
Meeting and Form of Proxy
First Admission of the First Placing Shares to 8:00a.m. on 8
trading on AIM and commencement of dealings July 2020
CREST accounts to be credited for First Placing 8:00am on 8 July
Shares to be held in uncertificated form 2020
Latest time and date for receipt of Forms of Proxy 10 July 2020
General Meeting 14 July 2020
Results of the General Meeting 14 July 2020
Second Admission of the Second Placing Shares 8:00a.m. on 15
, Subscription Shares and Additional Subscription July 2020
Shares to trading on AIM and commencement of dealings
CREST accounts to be credited for Second Placing 8:00a.m. on 15
Shares to be held in uncertificated form July 2020
Dispatch of definitive share certificates for by 31 July 2020
Second Placing Shares, Subscription Shares and
Additional Subscription Shares to be held in certificated
form
FURTHER INFORMATION
1. Introduction
The Company announces proposals to raise a minimum of GBP1.12
million ($1.4 million) before fees and expenses by a Placing of a
minimum of 101,770,000 Placing Shares, with certain existing and
new institutional and other investors, a nd Subscription Shares, by
a Subscription with certain existing US investors, at the Issue
Price of 1.1 pence per share. The Issue Price of 1.1 pence
represents a 15 per cent. discount to the Closing Price of 1.3
pence on 23 June 2020, being the latest practicable date prior to
the announcement of the Fundraising. The Placing and Subscription
comprises the First Placing of approximately 12,270,000 First
Placing Shares which is not conditional on Shareholder approval and
the Second Placing and Subscription of a minimum of 89,500,000
Second Placing Shares which will require Shareholder approval.
The Company also intends (acting in its absolute discretion) to
make an invitation to certain US Eligible Participants to
participate, pursuant to applicable exemptions to the US Securities
Act, in a further issue of new equity in the Company by way of the
US Additional Subscription of new Ordinary Shares at the Issue
Price.
The US Additional Subscription will be for up to 3,640,000 new
Ordinary Shares in aggregate at the Issue Price. Assuming full
take-up by US Eligible Participants under the US Additional
Subscription, the issue of the Additional Subscription Shares will
raise further gross proceeds of up to GBP40,000 ($50,000) for the
Company.
The net proceeds of the Fundraising are intended to be used to
fund the commercial development of the Company's portfolio of core
products and for general working capital purposes, further details
of which are set out in paragraph 3 below.
Completion of the Second Placing, Subscription and US Additional
Subscription is conditional, inter alia, upon Shareholder approval
at the General Meeting to be held on 14 July 2020. The First
Placing does not require Shareholder approval as the First Placing
Shares will be issued pursuant to the Shareholder authorities
granted at the Company's 2019 annual general meeting. A Circular
convening the General Meeting will be sent to Shareholders shortly
and a further announcement made in due course.
Itaconix is loss making and further funding is required in order
for the Company to continue trading, as highlighted in previous
announcements. It is likely that, if Shareholder approval for the
Fundraising at the General Meeting is not received, this would
ultimately lead to the Company entering into administration or some
other form of insolvency procedure, assuming that alternative
funding would not be available. Accordingly, it is very important
that Shareholders vote in favour of Resolutions 1 and 2 to be
proposed at the General Meeting in order that all of the full
Fundraising (and not just the First Placing) can proceed.
2. Background to and reasons for the Fundraising
2.1 Itaconix's business
Itaconix is a leading innovator in bio-based functional
ingredients for improving the safety and performance of everyday
homecare, personal care, and industrial products. Its proprietary
polymer technology generates a growing range of new ingredients
with unique functionalities that meet increasing customer demands
for performance, value, human and environmental safety, and
sustainability. The commercial potential for these ingredients
stems from the unique functionalities available through the
chemical structure of itaconic acid and its derived polymers, and
from the bio-based production of itaconic acid through fermentation
using renewable sugar sources.
Market research estimates the bio-based chemicals market was a
$59 billion market in 2018 and will see projected growth of 10.5
per cent per annum over the next five years to 2023. Of the
bio-based chemicals market, Itaconix operates within the bio-based
organic acids segment, which currently represents approximately
$13.5 billion of the overall market, with projected growth of 11.8
per cent per annum over the same period. The Directors estimate
that, with Itaconix's current ingredients offerings, the future
revenue potential to Itaconix of this market could be approximately
$300 million per annum. The Directors also estimate that, in the
next five to ten years, Itaconix has the potential to capture
annual revenues of $75 million of this future potential market.
The Company has a growing portfolio of bio-based functional
ingredients for use in a range of consumer products, including
non-phosphate detergents, odour neutralisation products, and hair
styling products, all of which address unmet needs and offer
enhanced product performance at a competitive price to its
customers. The Company develops its products with the intention
that they will match or exceed the performance of traditional
ingredients. Reformulation of existing products and formulation of
new products are key to capitalising on the trends in the markets
that the Company operates in. These long-term trends are being
driven by:
-- consumers' changing behaviour and increasing expectations;
-- reducing the cost of products through new channels;
-- regulatory changes; and
-- growing concerns for human and environmental safety.
These trends represent key drivers for major consumer product
companies seeking to improve product performance whilst replacing
traditional ingredients with sustainable alternatives. This trend
is widespread, with notable examples being Unilever, Procter &
Gamble, Reckitt Benckiser, L'Oreal and Clorox.
Itaconix is focused on building a high gross margin, capital
efficient, specialty chemicals business. The Directors believe that
Itaconix is strategically well aligned with the long-term trends in
the Group's markets, as the Company's ingredients enable consumer
product manufacturers to make the major claims needed to capitalise
on emerging buying behaviour. Itaconix's products are
well-positioned to play a significant role in the reformulation to
improve both the performance, safety and sustainability of consumer
and industrial products in a cost-effective manner, thereby
providing a strong base of recurring use from which to accelerate
the Company's revenue growth.
2.2 Main products
Itaconix's target markets have common themes that act as drivers
of change and product reformulation in consumer product companies.
These companies have active efforts to develop next generation
products that meet regulatory requirements and sustainability
mandates, reduce end-product costs, enable new product claims as
well as having green production processes, ease of formulation and
overall better performance. Itaconix's products can address many of
the desires that formulators have for ingredients in next
generations products.
(a) Non-phosphate detergent ingredients
Tightening regulations continue to drive the phasing out of
ingredients which are unsafe for humans and/or the environment and
offer opportunities for replacement products. A particular area of
focus for Itaconix is the replacement of phosphates in laundry and
ADW (automatic dishwash) detergent applications.
Phosphates are already banned in North America, Europe and
Australia and the Company expects that limits are also likely to
extend to other countries, particularly in Asia. The removal of
phosphates, which were a key ingredient in detergents, created a
major reformulation need and the Directors believe that the ADW
detergent market is still seeking comparable products.
Phosphates are multi-functional, combining both chelation
(management of water hardness) and scale inhibition (preventing the
deposition of calcium salts on surfaces such as glasses and
fabrics). There have been several reformulations as the detergent
industry has moved away from phosphates. Initially there was a
reduction in phosphate use by combining with conventional acrylate
polymer scale inhibitors. When the phosphate bans came into force,
phosphates were replaced by citrates and amino polycarboxylates
together with acrylate polymers.
Itaconix has developed various products to address these growing
unmet needs; DSP, CHT, and TSI. These products offer real
advantages in the ADW and laundry detergent markets:
-- DSP 2K, a 100 per cent bio-based polymer, is a key ingredient
that has been used in these formulations since 2009;
-- CHT 122, a co-polymer, offers enhanced water conditioning properties; and
-- TSI 322, a newly developed co-polymer, offers further
enhanced water conditioning properties in ADW detergent
applications. Commercially launched in January 2020, TSI has the
ability to deliver high levels of performance while simultaneously
reducing costs by replacing multiple ingredients. Third party
testing on a formulation developed by Itaconix shows comparable
performance to the current market leading non-phosphate ADW
detergents.
The ADW detergent tablet and pod market is highly competitive,
with public performance comparisons driving constant change with
major, private-label and specialty brands at risk of losing market
share if their formulae do not perform. Itaconix has been actively
working in the ADW detergent market for some years and has a strong
pipeline of active customer projects in Europe and North America.
In 2019, Itaconix achieved significant growth in polymer sales to
the ADW detergent market. In February 2020, Itaconix announced that
it had extended its commercial relationship with New Wave Global
Services Inc, a leading North American detergent supplier, with a
licensing agreement for a new ADW detergent formulation and a
supply agreement to support the growth in the Company's polymer
volumes used in New Wave products. The supply agreement provides
New Wave with certainty on the pricing and supply of up to
1,000,000 lbs. of the Company's detergent polymers over the next
two years as New Wave volumes are expected to ramp-up from both
existing and new customers. The Company's revenues for the first
five months of 2020 were $0.9 million, representing an increase of
91 per cent. over the same period in 2019. The strong growth was
primarily from the continued commercial progress and success of the
Company's detergent polymers. Itaconix has active projects with
major, specialty and private label brands in North America and
Europe with an aggregate annual revenue potential of $20
million.
(b) Malodour neutralisation
Malodour control continues to be a growing area as products with
less fragrances become more desirable as a new product performance
claim. This market trend is present in a wide range of segments
including carpet cleaners, air fresheners, fabric care, surface
cleaners, personal care and pet care. VELAFRESH(TM) and ZINADOR are
bio-based polymeric zinc complexes that neutralise malodour
molecules from being detected by the human nose and reduce the need
for fragrances to mask malodours.
Formulators have long used zinc-based products to neutralise
malodour molecules. Zinc compounds that are known to neutralise
odours (such as zinc ricinoleate) can be difficult and expensive to
formulate into water-based products. The Company's polymeric zinc
complexes can offer formulation and cost advantages over current
zinc-based products.
In October 2019, Itaconix and Croda announced the expansion of
their 2017 supply agreement of the ZINADOR product line with
ZINADOR 35L. The new ZINADOR 35L is a more concentrated version of
the polymeric zinc complex, which delivers significant performance
and cost advantages. Under the terms of the agreement, Itaconix is
manufacturing for Croda, which is marketing and selling ZINADOR in
household, municipal, animal and industrial applications. On 7
January 2020, the Company announced the delivery of the first order
of its new sustainable odour control polymer, ZINADOR 35L, to
Croda.
Also in October 2019, Itaconix launched VELAFRESH(TM) for
personal care. While there are many applications in personal care
for odour control, there has been a growing trend in aluminium-free
deodorants. VELAFRESH(TM) can offer formulation and cost advantages
of existing odour control ingredients.
(c) Hair styling ingredient
Increasing concerns over the disclosure and the origin of
ingredients in consumer products are reflected in a strong trend
towards bio-based products in personal care. Itaconix generated
initial demand for its polymers as water-soluble hair styling
ingredients based on their performance and bio-based content. The
personal care market is a highly fragmented market, however, with a
very large number of companies that often only reformulate one SKU
at a time. Therefore, in February 2019, Itaconix signed an
exclusive global supply agreement with Nouryon for its bio-based
polymers used in hair care, skin care, body wash, sun care, and
cosmetics. Under the terms of the agreement, Itaconix produces and
supplies its proprietary polymers for Nouryon to market to its
customers under the brand Amaze SP. The partnership with Nouryon is
expected to enable faster market penetration on a global scale. The
Directors estimate that Itaconix's polymers can potentially access
a $117 million market with this partnership. Current sales are
focused in North America and Europe whilst the Asian and South
American markets offer substantial growth potential.
2.3 Other commercial developments
On 29 May 2019, Itaconix announced that it had completed the
divestment of its nicotine gum business by selling its remaining
equity holdings in Alkalon A/S, a privately-held Danish company.
The sale of Itaconix's equity holdings and receipt of proceeds from
settlement of a shareholder loan relieved the Company of
significant contingent liabilities associated with Alkalon's
business. The Company also received proceeds of GBP0.24
million.
On 8 January 2020, the Company announced that it had been
granted a new patent for the composition of ADW detergents
containing Itaconix's novel bio-based polymers. The patent provides
further protection and support to the Company's developing pipeline
of non-phosphate ADW detergents.
On 10 February 2020, the Company announced the introduction of
BIO*Asterix(TM), a line of functional additives based on a new
range of bio-based chemistries. These additives have a wide range
of potential applications, ranging from biodegradable plastics to
decorative paints. Further to this development of the
BIO*Asterix(TM) line, on 4 March 2020, Itaconix announced that the
Company had signed its first joint development agreement with a
leading innovator in biodegradable packaging to collaboratively
evaluate BIO*Asterix(TM) additives as key ingredients in a range of
biodegradable packaging solutions.
2.4 Proprietary production process
Itaconix has a proprietary process to produce polymers of
itaconic acid that is protected by multiple patents covering both
processes, compositions and applications of finished goods
materials. The facility in New Hampshire, USA is the first and only
known commercial production facility of polymers with greater than
80 per cent. itaconic acid. The patented production process has low
operating costs and capital expenditure requirements. The Company
estimates that the capacity of the facility can support more than
$15 million of annual revenues.
2.5 Operational progress in 2019 and early 2020
Itaconix made significant commercial progress in 2019, recording
approximately 60 percent revenue growth over the prior year. Supply
agreements with Croda for odour control and Nouryon in hair styling
have further developed those application areas, both geographically
and in terms of market penetration. Itaconix has also developed a
strong pipeline of active customer projects in Europe and North
America. The Directors estimate that the Group can, in the
long-term, access approximately $300 million in annual revenues
with its current product offerings from a circa $700 million
addressable market.
Also in 2019, the Group benefitted from the first full year
effect of the restructuring completed in 2018. The Directors
estimate that Itaconix's operating expenses have been reduced by
GBP2.5 million from the cost structure that existed in 2017 (the
last full financial year when the Group operated in two locations).
This restructuring was undertaken to focus on commercial growth of
Itaconix's core products.
Itaconix continued to make commercial progress in the first five
months of 2020, with revenue for the first five months totalling
$0.9 million representing approximately 91 per cent. revenue growth
over the same period in 2019. However, as announced in March 2020
the Group took measures to conserve cash resources during the
market volatility and uncertainty caused by the COVID-19 pandemic.
On 19 May 2020, the Group announced that it had received loan and
grant funding for $0.2 million under the US Small Business
Administration's Paycheck Protection Program which will assist with
staffing levels to support growth in customer volumes.
3. Funding requirement and use of proceeds from the Fundraising
As a business at the early stages of its development , Itaconix
is loss-making, cash consumptive and will require further capital
to continue executing its growth plans. The Company is therefore
proposing to raise minimum gross proceeds of GBP1.12 million ($1.4
million) from the Fundraising, with the net proceeds (after
deducting the costs and expenses of the Fundraising) intended to be
used (i) to fund Itaconix's anticipated operational costs associ
ated with the commercial development of the Company's portfolio of
core products at least until Quarter 3 of the financial year ending
31 December 2021 ; and (ii) for general working capital purposes as
it seeks to continue growing revenues.
Taking into account minimum gross proceeds of GBP1.12 million
($1.4 million) from the Fundraising, the Directors believe that it
is possible that the Company may need to raise further equity or
debt funding within twelve months from the date of receipt of the
net proceeds from the Fundraising. Subject to successful completion
of the Fundraising, the Directors are, however, confident that
Itaconix can continue to make significant progress over the coming
months as part of a medium-term plan to achieve break-even
profitability and begin funding the Company from operating cash
flow.
4. Rationale for the Proposals
The Shareholder authorities to be sought in Resolutions 1 and 2
which are to be proposed at the General Meeting are required to
complete all of the Fundraising and to provide immediate working
capital needed to fund the continued growth of the Company. It is
likely that failure to pass these Resolutions would ultimately lead
to the Company entering into administration or some other form of
insolvency procedure, assuming that alternative funding would not
be made available.
The Directors received authorities at the 2019 annual general
meeting to allot equity securities totalling up to 10 per cent. of
the Company's issued ordinary share capital for cash free of
statutory pre-emption rights without further Shareholder approval
at any time until the earlier of fifteen months or the next annual
general meeting. Resolution 3 to be proposed at the General Meeting
would, if approved, authorise the Directors to allot shares
representing 15 per cent. of the Company's issued share capital for
cash on a non pre-emptive basis without requiring further
Shareholder approval at any time until the earlier of fifteen
months or the next annual general meeting.
The Articles currently include a provision at article 108 that
limits the Directors' borrowing powers. Resolution 4 to be proposed
at the General Meeting would, if approved, eliminate this provision
in its entirety from the Articles. The Directors believe that the
existing limit on borrowing was initially incorporated in relation
to the initial public offering of the Company, in the context of
its status as an early-stage research and development company. As
the Group has progressed to become an operating business with
products, customers and a production facility, the provision limits
the Group from accessing common funding sources for an operating
company, including revolving credit lines for working capital and
equipment financing for capital spending. In addition, the
provision at article 108 of the Articles places a potential limit
on available funding from business relief programmes for the
COVID-19 pandemic.
The authorisation of the Directors to issue shares for cash free
of pre-emption rights without further Shareholder approval in
accordance with Resolution 3 and the removal of the restriction on
the Directors' borrowing powers in Resolution 4 are proposed to
increase the Group's ability to react faster to funding
opportunities and market volatility for its working capital needs
to fund continued growth. The Directors expect the Group to benefit
from greater flexibility in accessing funding sources during the
market uncertainty caused by the COVID-19 pandemic.
5. Current trading and prospects
On 17 March 2020, the Company provided a trading update in
respect of the Company's funding, reproduced in full without
material amendment as below:
"On 9 January 2020, Itaconix announced a trading update for the
year to 31 December 2019. Since that announcement, the Company has
continued to trade in line with the Board's expectations and has a
strong order book for its ingredients used in consumer detergent
and cleaning products which has not been materially impacted by
COVID-19.
The Company commenced a process in early March to raise equity
funding to support this order book and fund working capital needs
to continue advancing revenues of the Company's growing portfolio
of bio-based ingredients for consumer products. Due to current
market turbulence, discussions in the UK and the US to procure
funding continue. There can be no assurance at this time, however,
of additional funding nor of the terms and price of such
funding.
In response to the market volatility and uncertainty caused by
COVID-19, the Company is undertaking operational efforts to extend
the Company's runway with its current balance of GBP0.3 million in
cash whilst it continues its efforts to procure additional funding,
including:
-- maintaining production capabilities to assure fulfilment of
new purchase orders from customers;
-- reducing short-term operating costs;
-- negotiating new payment terms with key customers and
suppliers to reduce working capital needs;
-- assessing the sale of assets; and
-- reviewing the benefits and costs associated with the
Company's shares continuing to trade on AIM.
The Board believes that, with these actions and without any
further funding, the Company has sufficient working capital to
operate to at least the end of May 2020. "
On 5 May 2020, the Company provided a trading update in respect
of the Company's revenues and funding, reproduced in full without
material amendment as below:
"Itaconix announces that the Company has made significant
progress in its operational efforts to extend the Company's cash
runway, with operating expenses reduced and new payments terms with
key customers and suppliers negotiated.
Whilst ensuring that the Company maintains production
capabilities, several actions have also been taken to reduce costs
and maintain liquidity, including:
-- John R. Shaw, CEO, agreeing to a voluntary 65 per cent.
deferral in cash compensation until at least the end of August;
-- other executives agreeing to a voluntary 50 per cent.
deferral in cash compensation until at least the end of August;
-- the Non-executive Directors agreeing to a voluntary 75 per
cent. deferral in cash compensation until at least the end of the
September; and
-- the curtailment of all non-essential discretionary spending.
In addition to cost savings, the Company has applied for
COVID-19 US government relief programs available for its US
operations. To date, the Company has received a $10,000 grant from
the US government and continues to seek additional funds from this
source. Cash at 30 April was $0.3 million.
The Board believes that, with these actions and without any
further funding (including any further funding received from
COVID-19 US Government relief programs being applied for), the
Company now has sufficient working capital to operate until at
least the end of August 2020. The Company is continuing to develop
and evaluate additional equity and debt funding proposals.
The Board also announces that revenues for the first four months
of 2020 were $0.6m, representing an increase of 42 per cent. over
the same period in 2019. The strong growth is primarily from the
continued commercial progress and success of the Company's
detergent polymers including:
-- receipt of first purchase order for Itaconix(R) TSI(TM)322 to
support the launch of a new dishwashing detergent under a major
brand in North America by New Wave. The new detergent product is
expected to be in retail stores across the United States in the
coming weeks;
-- total volumes under the New Wave supply agreement are ahead of plan;
-- order volumes increased from existing customers in response
to high demand for dishwashing detergents related to stay-at-home
orders issued by governments to contain the spread of COVID-19.
The Board expects continued revenue growth for the Company's
detergent polymers. "
On 19 May 2020, the Company provided a trading update in respect
of the Company's funding, reproduced in full without material
amendment as below:
"Itaconix announces that it has received $0.2 million in new
funding from a loan under the US Small Business Administration's
Paycheck Protection Program.
The Company received the maximum amount allowed under the
program based on its payroll and may qualify for partial
forgiveness under the terms of the loan if certain payroll
conditions are met. If these conditions are not met or the Board
chooses not to seek forgiveness, the loan is repayable in equal
instalments over eighteen months commencing in December 2020.
Further details on the loan program are available at
https://www.sba.gov/funding-programs/loans/coronavirus-relief-options/paycheck-protection-program.
John R. Shaw, CEO of Itaconix, stated: "As we continue to
experience increasing demand for our detergent polymers, this
funding will assist us with staffing levels to support growth in
customer volumes. I am pleased that Itaconix can help working
families and contribute to the US Small Business Administration's
efforts to maintain employment during the current pandemic. "
Since the announcement on 19 May 2020, the Group has continued
to make commercial progress. Revenues for the first five months of
2020 were $0.9 million, representing a 91 per cent. increase over
the same period in 2019. Cash at 31 May 2020 was $0.5 million.
6. Update on the Company's 2019 Annual Report
Due to the COVID-19 pandemic, the Company will be unable to post
its 2019 Annual Report to shareholders by the 30 June 2020 deadline
pursuant to Rule 19 of the AIM Rules.
Further to the guidance provided by AIM Regulation in "Inside
Aim" on 26 March 2020, the Company requested an additional period
of up to three months to publish its 2019 Annual Report. AIM
Regulation has granted the extension, and therefore the Company
will publish its 2019 Annual Report by 30 September 2020. The
Company has also applied for and been granted an extension by
Companies House to delay the filing of its 2019 Annual Report until
30 September 2020.
Further updates will be given in due course as to the timing of
the publication of the 2019 Annual Report.
7. Participation in the Fundraising by the Directors
Certain of the Directors, and senior management, intend to
subscribe for an aggregate of 18,259,090 Second Placing Shares.
8. Terms of the Placing and the Subscription
The Company announces its intention to issue new ordinary shares
to raise a minimum of GBP1.12 million ($1.4 million) pursuant to
the Placing and the Subscription . The Issue Price represents a
discount of approximately 15 per cent. to the Closing Price on 23
June 2020, being the latest practicable date prior to the
announcement of the Placing and the Subscription.
Subject to the satisfaction of the conditions under the First
Placing, the Company will issue approximately 12,270,000 new
Ordinary Shares in aggregate at the Issue Price, thereby raising
approximately GBP135,000 ($168,750) million before expenses.
Subject to the satisfaction of the conditions under the Second
Placing and the Subscription including, inter alia, the passing of
Resolutions 1 and 2 to be proposed at the General Meeting, the
Company will issue a minimum of 89,500,000 new Ordinary Shares in
aggregate at the Issue Price, thereby raising approximately
GBP985,000 ($1,231,250), before expenses. The Placing and
Subscription will raise in total approximately GBP1.12 million
($1.4 million), before expenses.
The Joint Brokers as agents for the Company, have each agreed to
use their respective reasonable endeavours to procure Placees for
the Placing Shares at the Issue Price. The Company has entered into
conditional subscription agreements with certain existing US
Shareholders for the issue of the Subscription Shares.
Neither the Placing nor the Subscription has been underwritten
by the Joint Brokers nor by anyone else. The Company has agreed to
pay each of the Joint Brokers certain fees and commissions in
connection with their respective appointments and the Placing. No
fees or commissions are payable by the Company in connection with
the Subscription.
The First Placing is conditional, inter alia, upon:
-- each of the warranties provided by the Company to the Joint
Brokers in the Placing Agreement being and remaining accurate and
not misleading on First Admission;
-- the Company having complied in all material respects with its
obligations and having satisfied the conditions under the Placing
Agreement which are to be performed or satisfied prior to First
Admission;
-- the Placing Agreement having become unconditional in all
respects (save for the condition relating to First Admission) and
not having been terminated by either of the Joint Brokers in
accordance with its terms; and
-- First Admission of the First Placing Shares taking place by
no later than 8.00 a.m. on or around 8 July 2020 (or such later
date as the Company may agree with the Joint Brokers).
The Second Placing and the Subscription are conditional, inter alia, upon:
-- Resolutions 1 and 2 being passed (without amendment) at the
General Meeting or any adjournment thereof;
-- each of the warranties provided by the Company to the Joint
Brokers in the Placing Agreement being and remaining accurate and
not misleading on First Admission and Second Admission;
-- the Company having complied in all material respects with its
obligations and having satisfied the conditions under the Placing
Agreement which are to be performed or satisfied prior to Second
Admission;
-- the Placing Agreement having become unconditional in all
respects (save for the condition relating to Second Admission) and
not having been terminated by either of the Joint Brokers in
accordance with its terms; and
-- Second Admission of the Second Placing Shares, the
Subscription Shares, and the Additional Subscription Shares taking
place by no later than 8.00 a.m. on or around 15 July 2020 (or such
later date as the Company may agree with the Joint Brokers).
If any of the relevant conditions are not satisfied, the First
Placing Shares and/or the Second Placing Shares and the
Subscription Shares (as the case may be) will not be issued and any
monies received from the placees and subscribers will be returned
to them (at the placees' and subscribers' risk and without
interest) as soon as possible thereafter.
The Placing Agreement contains customary warranties given by the
Company to the Joint Brokers as to matters relating to the Company
and its business and as to matters relevant to the Company and an
indemnity to the Joint Brokers in respect of liabilities arising
out of or in connection with the Placing. The Placing Agreement
also contains customary rights of termination which could enable
N+1 Singer and/or Allenby Capital to terminate the Placing in
certain limited circumstances.
Application will be made to the London Stock Exchange for the
Placing Shares , the Subscription Shares and the Additional
Subscription Shares to be admitted to trading on AIM. It is
expected that First Admission will become effective and that
dealings in the First Placing Shares will commence on or around 8
July 2020. Subject to the passing of Resolutions 1 and 2 to be
proposed at the General Meeting, it is expected that Second
Admission will become effective and that dealings in the Second
Placing Shares and the Subscription Shares will commence on or
around 15 July 2020. The Placing Shares and the Subscription Shares
will, when issued, be credited as fully paid and will rank equally
in all respects with the Existing Ordinary Shares already in issue,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such shares
after the date of issue of the Placing Shares and the Subscription
Shares . The Subscription Shares will be subject to a minimum hold
period of twelve months from their date of issue.
9. The US Additional Subscription
The Board wishes to provide an opportunity for certain US
Persons who fall within applicable exemptions to the US Securities
Act to participate in a further issue of new Ordinary Shares at the
Issue Price by way of the US Additional Subscription. The US
Additional Subscription is being made so as to enable certain US
Eligible Participants to subscribe pursuant to applicable
exemptions under the US Securities Act for new Ordinary Shares at
the Issue Price.
The Company will undertake the US Additional Subscription by
offering certain US Persons who are US Eligible Participants and
who may accept the US Additional Subscription under applicable
exemptions from the US Securities Act.
The US Additional Subscription is conditional on the Second
Placing and the Subscription being approved by Shareholders at the
General Meeting. The aggregate gross proceeds that will be raised
by the Company pursuant to the US Additional Subscription will be
no more than GBP40,000 ($50,000). To the extent further funds are
raised via the US Additional Subscription (which will not be
underwritten), they will be used to provide additional support for
the Company's operational cost and working capital requirements as
it executes its growth plan. The Additional Subscription Shares
will be subject to a minimum hold period of twelve months from
their date of issue.
Important Notice
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement, including the Appendix, is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This announcement, including the
Appendix, is not an offer of securities for sale in the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or within
Australia, Canada, New Zealand, the Republic of Ireland, Japan, the
Republic of South Africa or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of
such jurisdiction.
This announcement, including the Appendix, is for information
purposes only and is not intended to and does not contain or
constitute or form part of any offer or any solicitation to
purchase or subscribe for securities in Australia, Canada, New
Zealand, the Republic of Ireland, Japan, the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
This announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company or any member of the Company's group
or N+1 Singer or Allenby Capital or any of their respective
directors, officers, partners, employees, agents or advisers or any
other person as to the accuracy or completeness of the information
or opinions contained in this announcement and no responsibility or
liability is accepted by any of them for any such information or
opinions or for any errors, omissions or misstatements, negligence
or otherwise in this announcement.
N+1 Singer is authorised and regulated by the Financial Conduct
Authority (" FCA ") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing, and
N+1 Singer will not be responsible to anyone (including any person
who is invited to and who chooses to participate in the Placing (a
"Placee")) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this announcement.
Allenby Capital is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and Allenby Capital will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by N+1 Singer or Allenby Capital or by any
of its Affiliates or agents as to, or in relation to, the accuracy
or completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this announcement is intended to be a profit
forecast or estimate, and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the Directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Any
forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this announcement and are not intended to give any
assurance as to future results. Except as required by the FCA, the
London Stock Exchange, the AIM Rules or applicable law, the Company
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained in this announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"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,
investors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
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, only investors who have met the criteria
of professional clients and eligible counterparties have been
procured. For the avoidance of doubt, the Target Market Assessment
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT") IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AND
TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE
"PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5)
(INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN ITACONIX.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Nplus1 Singer Advisory
LLP ("N+1 Singer"), Allenby Capital Limited ("Allenby Capital") or
any of their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. In the United Kingdom, this announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this announcement.
By participating in the Placing, each Placee will be deemed to
have read and understood this announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
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 a Relevant Person in a member state of the EEA
which has implemented the Prospectus Regulation (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 53(1) of
the Prospectus Regulation:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Joint Brokers has been given to the offer or
resale; or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this announcement and any
information publicly announced through a Regulatory Information
Service by or on behalf of the Company on or prior to the date of
this announcement (the "Publicly Available Information") and
subject to any further terms set forth in the form of confirmation
to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of N+1
Singer, Allenby Capital, the Company or any other person and none
of N+1 Singer, Allenby Capital or the Company or any other person
acting on such person's behalf nor any of their respective
affiliates has or shall have any liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement. 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.
Details of the Placing Agreement and the Placing Shares
N+1 Singer (acting as Nominated Adviser and joint broker to the
Company) and Allenby Capital (acting as joint broker to the
Company, for the purposes of the Placing) have today entered into
the Placing Agreement with the Company under which, on the terms
and subject to the conditions set out in the Placing Agreement,
each of N+1 Singer and Allenby Capital, as agents for and on behalf
of the Company, have each agreed to use their respective reasonable
endeavours to procure Placees for the Placing Shares at the Issue
Price. The Placing is not being underwritten by N+1 Singer, Allenby
Capital or any other person.
The Placing Shares will, when issued, be subject to the Articles
and credited as fully paid and will rank pari passu in all respects
with the Existing Ordinary Shares in the capital of the Company,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the First Placing Shares) and the Second Admission
Shares to trading on AIM.
It is expected that First Admission will take place no later
than 8:00 a.m. on 8 July 2020 and that dealings in the First
Placing Shares on AIM will commence at the same time.
It is expected that Second Admission will take place no later
than 8:00 a.m. on 15 July 2020 and that dealings in the Second
Placing Shares which constitute Second Admission Shares on AIM will
commence at the same time.
Principal terms of the Placing
1 N+1 Singer is acting as nominated adviser, financial adviser
and joint broker to the Placing, as agent for and on behalf of the
Company. N+1 Singer is authorised and regulated in the United
Kingdom by the FCA and is acting exclusively for the Company and no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
N+1 Singer or for providing advice in relation to the matters
described in this announcement.
2 Allenby Capital is acting as joint broker to the Placing, as
agent for and on behalf of the Company. Allenby Capital is
authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Allenby Capital or for
providing advice in relation to the matters described in this
announcement.
3 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by N+1 Singer or Allenby
Capital to participate. N+1 Singer and Allenby Capital and any of
their respective affiliates are entitled to participate in the
Placing as principal.
4 The price per Placing Share (the "Issue Price") is fixed at
1.1 pence and is payable to N+1 Singer or Allenby Capital (as
applicable) by all Placees (as agent of the Company in each
case).
5 Each Placee's allocation is determined by N+1 Singer and
Allenby Capital in their discretion following consultation with the
Company and has been or will be confirmed orally by N+1 Singer or
Allenby Capital and a form of confirmation will be dispatched as
soon as possible thereafter. That oral confirmation will give rise
to an irrevocable, legally binding commitment by that person (who
at that point becomes a Placee), in favour of the Company and N+1
Singer or Allenby Capital (as applicable), under which it agrees to
acquire the number of Placing Shares allocated to the Placee at the
Issue Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Articles. Except with N+1 Singer's or Allenby Capital's (as
applicable) written consent, such commitment will not be capable of
variation or revocation at the time at which it is submitted.
6 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by N+1 Singer or Allenby
Capital (as applicable). The terms of this Appendix will be deemed
incorporated in that form of confirmation.
7 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer or Allenby Capital (as
applicable, as agent for the Company in either case), to pay to it
(or as it may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares such
Placee has agreed to acquire and the Company has agreed to allot
and issue to that Placee.
8 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9 All obligations of N+1 Singer and/or Allenby Capital under the
Placing will be subject to fulfilment of the conditions referred to
below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination
of the Placing".
10 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.
11 To the fullest extent permissible by law and applicable FCA
rules, none of (a) N+1 Singer, (b) Allenby Capital, (c) any of N+1
Singer's or Allenby Capital's respective affiliates, agents,
directors, officers, consultants, (d) to the extent not contained
within (a) to (c), any person connected with N+1 Singer or Allenby
Capital as defined in FSMA ((c) and (d) being together "affiliates"
and individually an "affiliate" of N+1 Singer or Allenby Capital as
applicable), (e) any person acting on behalf of N+1 Singer or
Allenby Capital, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, none of N+1 Singer or Allenby Capital nor any of their
respective affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of
their conduct of the Placing or of such alternative method of
effecting the Placing as N+1 Singer, Allenby Capital and the
Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
N+1 Singer or Allenby Capital, as soon as reasonably possible after
the closing of the bookbuilding process which will confirm the
number of Placing Shares allocated to them (including whether such
Placing Shares are First Placing Shares or Second Placing Shares),
the Issue Price, the aggregate amount owed by them to N+1 Singer or
Allenby Capital (as applicable) and settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by N+1 Singer or Allenby Capital (as applicable) in
accordance with either the standing CREST or certificated
settlement instructions which they have in place with N+1 Singer or
Allenby Capital (as applicable).
Settlement of transactions in the Placing Shares (ISIN:
GB00B84LVH87) which are First Placing Shares following First
Admission, and in the Placing Shares (ISIN: GB00B84LVH87) which are
second Admission Shares will take place within the CREST system,
subject to certain exceptions. Settlement through CREST is expected
to take place in respect of First Placing Shares on 8 July 2020
unless otherwise notified by N+1 Singer or Allenby Capital (as
applicable) and First Admission is expected to occur no later than
8:00 a.m. on 8 July 2020, and in respect of Second Admission Shares
on 15 July 2020 unless otherwise notified by N+1 Singer or Allenby
Capital (as applicable) and Second Admission is expected to occur
no later than 8:00 a.m. on 15 July 2020 unless otherwise notified
by N+1 Singer or Allenby Capital (as applicable). First Admission
and/or Second Admission and Settlement may occur at an earlier
date, which if achievable, will be set out in the Circular.
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 N+1 Singer and/or Allenby Capital may
agree that the Placing Shares should be issued in certificated
form. N+1 Singer and Allenby Capital 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, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by N+1 Singer or Allenby Capital (as applicable).
Each Placee agrees that, if it does not comply with these
obligations, N+1 Singer or Allenby Capital (as applicable) may
sell, charge by way of security (to any funder of N+1 Singer or
Allenby Capital (as applicable)) or otherwise deal with any or all
of their Placing Shares on their behalf and retain from the
proceeds, for N+1 Singer's or Allenby Capital's (as applicable) own
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due and any costs and expenses
properly incurred by N+1 Singer or Allenby Capital (as applicable)
as a result of the Placee's failure to comply with its obligations.
The relevant Placee will, however, remain liable for any shortfall
below the amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of their Placing Shares on their behalf. Legal
and/or beneficial title in and to any Placing Shares shall not pass
to the relevant Placee until such time as it has fully complied
with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional 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 United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of N+1 Singer and Allenby Capital under the
Placing Agreement are, and the Placing is, conditional upon, inter
alia:
(a) insofar as the Placing relates to Second Placing Shares (but
not, for the avoidance of doubt, First Placing Shares) the passing
of the Resolutions to approve the Placing (without any amendment
which has not been previously approved by N+1 Singer and Allenby
Capital) at the General Meeting (or any adjournment thereof);
(b) each of the warranties contained in the Placing Agreement
being and remaining true, accurate and not misleading until
Admission;
(c) the Company having complied in all material respects with
its obligations and having satisfied the conditions under the
Placing Agreement which fall to be performed or satisfied prior to
First Admission and/or Second Admission;
(d) the Placing Agreement not having been terminated by N+1
Singer or Allenby Capital in accordance with its terms;
(e) First Admission occurring by not later than 8.00 a.m. on 8
July 2020 and Second Admission occurring by not later than 8.00
a.m. on 15 July 2020 (or in each case such later date as the
Company, N+1 Singer and Allenby Capital may agree in writing, in
any event being not later than the Long Stop Date),
(all conditions to the obligations of N+1 Singer and Allenby
Capital included in the Placing Agreement being together, the
"conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company, N+1 Singer and Allenby Capital may
agree, provided that the time for satisfaction of the condition set
out in (e) above shall not be extended beyond 8:00 a.m. on 31 July
2020), or the Placing Agreement is terminated in accordance with
its terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by N+1
Singer and Allenby Capital (acting together), in their absolute
discretion by notice in writing to the Company, N+1 Singer and
Allenby Capital may also agree in writing with the Company to
extend the time for satisfaction of any condition. Any such
extension or waiver will not affect Placees' commitments as set out
in this announcement.
N+1 Singer or Allenby Capital may terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
None of N+1 Singer, Allenby Capital or the Company nor any of
their respective affiliates, agents, directors, officers, employees
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 any of them 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 any of them 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
N+1 Singer and/or Allenby Capital
On the assumption that the conditions set out in the Placing
Agreement are satisfied (or waived) and that the Placing Agreement
does not lapse and is not terminated in accordance with its terms,
each Placee will be required to pay to N+1 Singer or Allenby
Capital (as applicable) , on the Company's behalf in either case,
the Issue Price for each Placing Share agreed to be acquired by it
under the Placing in accordance with the terms set out herein.
Each Placee's obligation to acquire and pay for Placing Shares
under the Placing will be owed to the Company and either N+1 Singer
and/ or Allenby Capital . Each Placee has an immediate, separate,
irrevocable and binding obligation, owed to N+1 Singer or to
Allenby Capital (as applicable), to pay to it (or as it may direct)
in cleared funds an amount equal to the product of the Issue Price
and the number of Placing Shares that such Placee has agreed to
subscribe.
Termination of the Placing
N+1 Singer or Allenby Capital may terminate the Placing
Agreement, in accordance with its terms, at any time prior to
Admission if, inter alia:
1 any of the warranties and undertakings in the Placing
Agreement were untrue or inaccurate in any material respect; or
2 the Company fails to comply with its obligations under the
Placing Agreement or the terms of the Placing, which N+1 Singer or
Allenby Capital considers (acting reasonably) to be material in the
context of the Placing; or
3 any statement contained in the Issue Documents is or has
become untrue, inaccurate or misleading in any material respect or
any matter has arisen which would constitute a material omission
from the Issue Document; or
4 any material adverse change has occurred in the condition,
earnings, business affairs or business prospects of the Company and
its subsidiary undertakings (taken as whole).
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof, save to the extent that a Placee has received First
Placing Shares and First Admission has occurred, in which case the
rights and obligations of the Placee shall survive such
termination.
By participating in the Placing, each Placee agrees with the
Company, N+1 Singer and Allenby Capital that the exercise by the
Company, N+1 Singer or Allenby Capital of any right of termination
or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company, N+1 Singer
or Allenby Capital and that none of the Company, N+1 Singer or
Allenby Capital need make any reference to such Placee and that
none of N+1 Singer, Allenby Capital or the Company, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer or Allenby Capital (as applicable) of
a form of confirmation confirming each Placee's allocation and
commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) that in each case as a fundamental term of such
Placee's application for Placing Shares (save where N+1 Singer and
Allenby Capital expressly agree in writing to the contrary):
1 it has read and understood this announcement in its entirety
(including the Appendix) and that its acquisition of the Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with First Admission,
Second Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
announcement and the Publicly Available Information;
2 its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
3 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Regulation; and (b) has been or will be prepared in connection with
the Placing;
4 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it 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;
5 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of N+1 Singer, Allenby Capital or the Company or any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this announcement, or the Publicly Available
Information; nor has it requested of any of N+1 Singer, Allenby
Capital, the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them to provide it with any such information;
6 none of N+1 Singer or Allenby Capital or any person acting on
behalf of either of them or any of their respective affiliates,
agents, directors, officers or employees has or shall have any
liability for any Publicly Available 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;
7 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information; (b) none of N+1
Singer, Allenby Capital or the Company or any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information; (c)
it has conducted its own investigation of the Company, the Placing
and the Placing Shares, satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing; and (d) has not relied
on any investigation that N+1 Singer or Allenby Capital or any
person acting on behalf of either of them may have conducted with
respect to the Company, the Placing or the Placing Shares;
8 the content of this announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither N+1 Singer nor
Allenby Capital nor any persons acting on behalf of either of them
is responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in this announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
9 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
10 it and/or each person on whose behalf it is participating:
10.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
10.2 has fully observed such laws and regulations;
10.3 has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and
will honour such obligations;
10.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing Shares;
and
10.5 has not taken any action which will or may result in the
Company, N+1 Singer or Allenby Capital or any of their respective
directors, officers, employees or agents acting in breach of any
regulatory or legal requirements of any territory in connection
with the Placing or its acceptance of Placing Shares;
11 it was not located in the United States at the time the buy
order was originated and it represents that no directed selling
efforts (as defined in Regulation S under the Securities Act) were
made in connection with the Placing;
12 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of Ireland, the Republic of
South Africa or any state or other jurisdiction of the United
States, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of Australia, Canada, Japan, the
Republic of Ireland, the Republic of South Africa or any state or
other jurisdiction of the United States and may not be offered,
sold, or acquired, directly or indirectly, within those
jurisdictions;
13 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
14 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
15 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
16 it will not distribute, forward, transfer or otherwise
transmit this announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
17 if required by applicable securities laws or as otherwise
reasonably requested by the Company, the Placee will execute,
deliver and file and otherwise assist the Company in filing
reports, questionnaires, undertakings and other documents with
respect to the issue of the Placing Shares;
18 none of N+1 Singer or Allenby Capital or their respective
affiliates, agents, directors, officers or employees 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 a client of N+1 Singer or Allenby Capital and neither
N+1 Singer nor Allenby Capital has any duties or responsibilities
to it for providing the protections afforded to their respective
clients 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 its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
19 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to N+1 Singer or Allenby Capital (as
applicable) for the Placing Shares allocated to it in accordance
with the terms and conditions of this announcement on the due times
and dates set out in this announcement, failing which the relevant
Placing Shares may be placed with others on such terms as N+1
Singer or Allenby Capital (as applicable) may, in either case, in
their absolute discretion determine without liability to the Placee
and it will remain liable for any shortfall below the net proceeds
of such sale and the placing proceeds of such Placing Shares and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
20 no action has been or will be taken by any of the Company,
N+1 Singer, Allenby Capital or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
21 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. None of N+1 Singer, Allenby Capital or
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 acquire Placing Shares pursuant to the Placing and
agrees to pay the Company and either N+1 Singer or Allenby Capital
(as applicable) in respect of the same (including any interest or
penalties) on the basis that the Placing Shares will be allotted to
a CREST stock account of N+1 Singer or Allenby Capital (as
applicable) or transferred to a CREST stock account of N+1 Singer
or Allenby Capital (as applicable) who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
22 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and either N+1
Singer or Allenby Capital (as applicable) for the performance of
all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
23 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
24 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
25 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA 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
than in circumstances which have not resulted and which will not
result in an offer to the public in the United Kingdom within the
meaning of section 85(1) of the FSMA or an offer to the public in
any other member state of the EEA within the meaning of the
Prospectus Regulation;
26 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article 2(e)
the Prospectus Regulation. For such purposes, it undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
27 it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
announcement is not being issued by N+1 Singer or Allenby Capital
as an authorised person under section 21 of FSMA and therefore is
not subject to the same controls applicable to a financial
promotion made by an authorised person;
28 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
29 if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation (including any relevant
implementing measure in any member state), the Placing Shares
acquired 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 which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the express
prior written consent of N+1 Singer or Allenby Capital (as
applicable) has been given to the offer or resale;
30 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
31 if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not
(i) dealt in the securities of the Company, (ii) encouraged or
required another person to deal in the securities of the Company,
or (iii) disclosed such information to any person, prior to the
information being made publicly available;
32 neither N+1 Singer nor Allenby Capital, nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has or shall have any
liability for any information, representation or statement
contained in this announcement or for any information previously
published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating
to the Company, and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
33 none of N+1 Singer, Allenby Capital or the Company, or any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of N+1 Singer, Allenby
Capital, the Company or their respective affiliates, agents,
directors, officers or employees is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing nor providing advice
in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or
indemnities contained in the Placing Agreement nor the exercise or
performance of N+1 Singer's and/or Allenby Capital's rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
34 acknowledges and accepts that N+1 Singer and/or Allenby
Capital may, in accordance with applicable legal and regulatory
provisions, engage in transactions in relation to the Placing
Shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise and,
except as required by applicable law or regulation, neither N+1
Singer nor Allenby Capital will make any public disclosure in
relation to such transactions;
35 N+1 Singer and/or Allenby Capital and each of their
respective affiliates, each acting as an investor for its or their
own account(s), may bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell
or otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by N+1 Singer or Allenby Capital and/or any of their
respective affiliates, acting as an investor for its or their own
account(s). None of N+1 Singer, Allenby Capital or the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
36 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2017 (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;
37 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
38 in order to ensure compliance with the Money Laundering
Regulations 2017, N+1 Singer and/or Allenby Capital (in either case
for themselves and as agents on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to N+1 Singer,
Allenby Capital or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at N+1 Singer's or Allenby Capital's
(as applicable) absolute discretion or, where appropriate, delivery
of the Placing Shares to it in uncertificated form may be delayed
at N+1 Singer's, Allenby Capital's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identity N+1 Singer and/or
Allenby Capital (in either case for themselves and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, N+1 Singer and/or Allenby
Capital and/or the Company may, at their absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
39 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's, N+1
Singer's or Allenby Capital's conduct of the Placing;
40 it 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 is aware that it may be required to bear, and is
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
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
41 it irrevocably appoints any duly authorised officer of N+1
Singer or Allenby Capital (as applicable) as its agent for the
purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it
agrees to subscribe or purchase upon the terms of this
announcement;
42 the Company, N+1 Singer, Allenby Capital and others
(including each of their respective affiliates, agents, directors,
officers or employees) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
agreements, which are given to each of N+1 Singer and Allenby
Capital, on their own behalf and on behalf of the Company and are
irrevocable;
43 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
44 time is of the essence as regards its obligations under this Appendix;
45 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to N+1 Singer or Allenby Capital;
46 the Placing Shares will be issued subject to the terms and
conditions of this Appendix;
47 acknowledges that the basis of allocation will be determined
by N+1 Singer and Allenby Capital (after consultation with the
Company) at their absolute discretion. The right is reserved to
reject in whole or in part and/or scale back any participation in
the Placing; and
48 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company, N+1 Singer or
Allenby Capital 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, N+1 Singer, Allenby Capital and each of their respective
affiliates, agents, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by N+1
Singer, Allenby Capital or the Company or each of their respective
affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in this
announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired 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 related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
none of the Company, N+1 Singer or Allenby Capital shall be
responsible for such stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and they should
notify N+1 Singer or Allenby Capital (as applicable) accordingly.
In addition, Placees should note that they will be liable for any
capital duty, stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company, N+1 Singer and Allenby Capital in the
event that either the Company and/or N+1 Singer and/or Allenby
Capital has incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to N+1 Singer and
to Allenby Capital in either case for itself and on behalf of the
Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that neither N+1 Singer nor Allenby Capital owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer and/or Allenby Capital may
(in either case at their absolute discretion) satisfy their
obligations to procure Placees by itself agreeing to become a
Placee in respect of some or all of the Placing Shares or by
nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer or Allenby Capital, any money held in an
account with N+1 Singer or Allenby Capital 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 relevant rules
and regulations of the FCA made under FSMA. Each 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 N+1 Singer's money or Allenby Capital's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this announcement are to London time,
unless otherwise stated.
All times and dates in this announcement may be subject to
amendment.
No statement in this announcement is intended to be a profit
forecast, and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Additional Subscription the new Ordinary Shares to be issued
Shares" pursuant to the US Additional Subscription
which will be up to 9,820,000 Ordinary
Shares
"ADW" automatic dishwash
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published
by the London Stock Exchange, as amended
from time to time
"Allenby Capital" Allenby Capital Limited, (registered
in England and Wales with registered
number 06706681) acting as the Company's
joint broker in relation to the Placing;
"Amaze SP" Amaze(TM) SP, a bio-based hair styling
polymer produced by the Company and
distributed by Nouryon under a Nouryon
tradename
"Articles" the articles of association of the
Company
"Board" the board of directors of the Company
"CHT" Itaconix(R) CHT(TM), polymer product
produced by the Company for use as
an additive in non-phosphate detergents
and cleaners for water conditioning
"certificated" or "in an Ordinary Share which is not in uncertificated
certificated form" form (that is, not in CREST)
"Circular" the circular to be sent to Shareholders
enclosing the Notice
"Closing Price" the closing middle market quotation
of an Ordinary Share
"Company" or "Itaconix" Itaconix plc, a public limited company
(incorporated and registered in England
and Wales with registered number 08024489)
whose registered office is at c/o Fieldfisher
LLP, Riverbank House, 2 Swan Lane,
London EC4R 3TT
"Companies Act" the Companies Act 2006 as amended
"CREST" the computerised settlement system
operated by Euroclear which facilitates
the transferring of title to shares
in uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 2001/3755), as amended
"Directors" the directors of the Company whose
names are set out in this announcement
"DSP 2K" Itaconix(R) DSP 2K(TM), a polymer produced
by the Company for use as an additive
in consumer and industrial products
for water conditioning
"Enlarged Share Capital" the Ordinary Shares in issue on Second
Admission, including the Placing Shares
, the Subscription Shares and the Additional
Subscription Shares (assuming take-up
in full of the US Additional Subscription
by US Eligible Participants)
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary Shares" the 269,130,071 Ordinary Shares in
issue as at the date of this announcement
"FCA" the Financial Conduct Authority
"First Admission" the admission of the First Placing
Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"First Placing" the conditional placing of the First
Placing Shares at the Issue Price pursuant
to the Placing Agreement
"First Placing Shares" minimum of 12,270,000 new Ordinary
Shares to be issued in connection with
the First Placing
"Form of Proxy" the form of proxy for use at the General
Meeting and which will be enclosed
with the Circular
"FSMA" the Financial Services and Markets
Act 2000, as amended
"Fundraising" the Placing , the Subscription and
the US Additional Subscription
"General Meeting" the general meeting of the Company
to be convened by the Notice at 8:00
a.m. on 14 July 2020, or any adjournment
thereof
"Group" the Company and its subsidiary undertakings
(as defined in the Companies Act)
"Issue Price" 1.1 pence, or $0.01375, per Placing
Share , Subscription Share or Additional
Subscription Share (as the case may
be)
"Joint Brokers" together, for the purposes of the Placing,
Allenby Capital and N+1 Singer
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (EU/596/2014)
"Notice" the notice of General Meeting to be
set out in the Circular
"N+1 Singer" Nplus1 Singer Capital Markets Limited
(registered in England and Wales with
registered number 05792780) whose registered
office is at One Bartholomew Lane,
London EC2N 2AX, the Company's joint
broker
"Ordinary Shares" the ordinary shares of 1 pence each
in the capital of the Company
"Placee" a person who is invited to and who
chooses to participate in the Placing
"Placing" the First Placing and the Second Placing
"Placing Agreement" the conditional agreement dated 23
June 2020 between the Company, N+1
Singer and Allenby Capital relating
to the Placing
"Placing Shares" the First Placing Shares and the Second
Placing Shares
"Regulatory Information a service approved by the FCA for the
Service" distribution to the public of regulatory
announcements and included within the
list maintained on the FCA's website,
http://www.fca.org.uk/
"Resolutions" the resolutions to be proposed at the
General Meeting as will be set out
in the Notice
"Second Admission" the admission of the Second Placing
Shares, the Subscription Shares and
the Additional Subscription Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"Second Admission Shares" minimum of 89,500,000 Placing Shares,
the Subscription Shares and up to the
Additional Subscription Shares;
"Second Placing" the conditional placing of the Second
Placing Shares at the Issue Price pursuant
to the Placing Agreement
"Second Placing Shares" new Ordinary Shares to be issued in
connection with the Second Placing
"Shareholders" holders from time to time of Ordinary
Shares
"SKU" Stock Keeping Unit, a unique product
distinguished from other products in
the same product line by, for example,
size or formulation
"Subscription" the conditional subscription of the
Subscription Shares at the Issue Price
by certain US Shareholders
"Subscription Shares" new Ordinary Shares to be issued on
connection with the Subscription
"TSI" Itaconix(R) TSI(TM), a polymer produced
by the Company for use as an additive
in non-phosphate detergents and cleaners
for water conditioning
"uncertificated " or recorded on a register of securities
"in uncertificated form" maintained by Euroclear in accordance
with the CREST Regulations as being
in uncertificated form in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by
means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America, its territories,
or possessions, and any state of the
United States of America, the District
of Columbia and all areas subject to
its jurisdiction, or any political
subdivision thereof
"US Eligible Participant" a US Shareholder who is approached
by the Company to participate in the
US Additional Subscription and who
is permitted to subscribe for Additional
Subscription Shares pursuant to applicable
exemptions to the US Securities Act
"US Person" has the meaning ascribed to that term
in Regulation S under the US Securities
Act
"US Additional Subscription" the invitation to be made by the Company
(acting in in its absolute discretion)
to certain US Eligible Participants
to subscribe for Additional Subscription
Shares
"US Securities Act" the US Securities Act of 1933, as amended
"ZINADOR" Itaconix(R) ZINADOR(TM), an odour neutraliser
produced by the Company
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEUOUNRRWUNUAR
(END) Dow Jones Newswires
June 23, 2020 12:31 ET (16:31 GMT)
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