TIDMMTFB
RNS Number : 4121O
Motif Bio PLC
17 May 2018
17 May 2018
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) DOES NOT CONSTITUTE AN
OFFERING OF ANY SECURITIES. ANY OFFERING OF SECURITIES BY THE
COMPANY IS NOT ADDRESSED TO ANY PERSON WITH A REGISTERED ADDRESS
IN, OR WHO IS RESIDENT IN, THE UNITED STATES OR ANY U.S. PERSON,
AND NO SUCH PERSONS ARE ENTITLED TO PARTICIPATE IN ANY SUCH
OFFERING.
This announcement (including the Appendix) does not constitute
an offer to buy, acquire or subscribe for (or the solicitation of
an offer to buy, acquire or subscribe for) ordinary shares in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Motif Bio plc
("Motif Bio" or the "Company")
Proposed Placing to raise approximately GBP10m (US$14m)
Motif Bio plc (AIM/NASDAQ: MTFB), a clinical-stage
biopharmaceutical company specialising in developing novel
antibiotics, announces its intention to raise approximately GBP10
million (US$14 million), before expenses, by way of a conditional
placing (the "Placing") with new and existing investors to fund
near term regulatory and pre-commercial investments for iclaprim,
the Company's novel antibiotic candidate, and to strengthen the
Company's balance sheet.
Peel Hunt LLP ("Peel Hunt") is acting as bookrunner and
Northland Capital Partners Limited ("Northland", and together with
Peel Hunt, the "Managers")) is acting as co-lead manager in respect
of the fundraising. Peel Hunt is also acting as Nominated Adviser
to the Company.
Highlights
-- Placing - the Placing is being conducted via an accelerated
bookbuild exercise, pursuant to which it is intended to raise
approximately GBP10 million (US$14 million). The accelerated
bookbuild will be launched immediately following this announcement
and will be subject to the terms and conditions set out in the
appendix.
-- Use of proceeds - the net proceeds of the Placing will be
used to strengthen the Company's balance sheet and fund some near
term regulatory and pre-commercial investments.
-- Admission - Admission is expected to occur at 8.00 a.m. on 23
May 2018 or such other date as the Company and Peel Hunt may agree
(being not later than 8.00 a.m. on 31 May 2018). The Placing is not
subject to shareholder approval.
Graham Lumsden, Chief Executive Officer of Motif Bio, said:
"We welcome the support shown by existing shareholders and are
pleased to welcome new investors to Motif Bio. This funding, along
with our existing resources, allows us to fund some regulatory and
pre-commercialisation investments for iclaprim and strengthen our
balance sheet ahead of entering into more advanced discussions with
potential partners to commercialise iclaprim in the U.S. and
elsewhere."
The person responsible for the release of this announcement on
behalf of Motif Bio plc is Jonathan Gold, Interim Chief Financial
Officer.
A copy of this announcement has been posted on the Company's
website at www.motifbio.com.
For further information please contact:
Motif Bio plc info@motifbio.com
Graham Lumsden (Chief
Executive Officer)
Peel Hunt LLP (NOMAD
& BOOKRUNNER) + 44 (0)20 7418 8900
Dr Christopher Golden
Oliver Jackson
Rory James-Duff
Northland Capital Partners
Limited (CO-LEAD MANAGER) +44 (0)203 861 6625
David Hignell/John Howes/Rob
Rees
Walbrook PR Ltd. (UK
FINANCIAL PR & IR) +44 (0) 20 7933 8780
Paul McManus/Helen Cresswell/
Lianne Cawthorne
MC Services AG (EUROPEAN
IR) +49 (0)89 210 2280
Raimund Gabriel raimund.gabriel@mc-services.eu
Solebury Trout (U.S.
IR) + 1 (646) 378-2936
Meggie Purcell mpurcell@troutgroup.com
Russo Partners (U.S. +1 (858) 717-2310
PR) or +1 (212) 845 4272
David Schull david.schull@russopartnersllc.com
Travis Kruse, Ph.D. travis.kruse@russopartnersllc.com
Notes to Editors
About Motif Bio
Motif Bio plc (AIM/NASDAQ: MTFB) is a clinical-stage
biopharmaceutical company engaged in the research and development
of novel antibiotics designed to be effective against serious and
life-threatening infections in hospitalised patients caused by
multi-drug resistant bacteria, including MRSA. The Company's lead
product candidate, iclaprim, is being developed for high-risk MRSA
patient populations. Following positive results from two Phase 3
trials (REVIVE-1 and REVIVE-2), a rolling submission of a New Drug
Application (NDA) with the U.S. Food & Drug Administration
(FDA) for the treatment of acute bacterial skin and skin structure
infections (ABSSSI) has been initiated and is expected to be
completed in the second quarter of 2018. ABSSSI is one of the most
common bacterial infections, with 3.6 million patients hospitalised
annually in the U.S. The Company believes that iclaprim may be
suitable for first-line empiric therapy in ABSSSI patients,
especially those with renal impairment, with or without diabetes.
Unlike many standard of care antibiotics, iclaprim is only
minimally cleared via the kidneys (<2% of the administered dose
was recovered unchanged in the urine). No nephrotoxicity was
observed with iclaprim in the REVIVE Phase 3 trials and dosage
adjustment has not been required in patients with renal
impairment.
Clinical and microbiology data indicate iclaprim has a targeted
Gram-positive spectrum of activity, low propensity for resistance
development, fixed dose administration and favourable tolerability
profile. The Company also plans to develop iclaprim for hospital
acquired bacterial pneumonia (HABP), including ventilator
associated bacterial pneumonia (VABP), as there is a high unmet
need for new therapies in this indication. A Phase 2 trial was
conducted to study iclaprim in patients with HABP. Iclaprim has
been studied in an animal model of pulmonary MRSA infection which
mimics the pathophysiology observed in patients with cystic
fibrosis. Iclaprim has been granted orphan drug designation by the
U.S. FDA for the treatment of Staphylococcus aureus lung infections
in patients with cystic fibrosis.
Iclaprim has received Qualified Infectious Disease Product
(QIDP) designation from the FDA together with Fast Track status.
Upon acceptance by the FDA of a New Drug Application (NDA),
iclaprim will receive Priority Review status and, if approved as a
New Chemical Entity, will be eligible for 10 years of market
exclusivity in the U.S. from the date of first approval, under the
Generating Antibiotic Incentives Now Act (the GAIN Act). In Europe,
10 years of market exclusivity is anticipated.
1. THE PLACING
The Company is proposing to raise approximately GBP10 million
(US$14 million) through the issue of new ordinary shares.
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") which will commence immediately following
this announcement. Peel Hunt has been appointed bookrunner and
Northland has been appointed co-lead manager in respect of the
Placing.
The timing of the closing of the Bookbuild, the final number of
ordinary shares to be issued (the "Placing Shares"), the price per
Placing Share (the "Placing Price") and allocations are at the
discretion of the Company, in consultation with Peel Hunt and
Northland, and will be decided at the close of the Bookbuild.
Details of the outcome of the Bookbuild will be announced as soon
as practicable after close of the Bookbuild.
The Placing is not underwritten. The Placing Shares are not
being made available to the public and none of the Placing Shares
are being offered or sold in any jurisdiction where it would be
unlawful to do so.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, such announcement and the Appendix
together being, this "Announcement").
The Placing is conditional upon, inter alia the placing
agreement entered into between the Company, Peel Hunt and Northland
becoming unconditional in accordance with its terms and not having
been terminated prior to Admission.
Application will be made for the Placing Shares to be admitted
to trading on AIM ("Admission") and dealings are expected to
commence on or around 23 May 2018 or such later date as the Company
and Peel Hunt shall agree. The Placing Shares will, following
Admission, rank in full for all dividends and distributions
declared, made or paid in respect of the issued ordinary share
capital of the Company and otherwise rank pari passu in all other
respects with the existing ordinary shares.
2. BACKGROUND TO THE PLACING AND USE OF PROCEEDS
As set out in the Company's results for the year ended 31
December 2017, which were announced via RNS on 10 April 2018, Motif
Bio is evaluating the various options it has for commercializing
iclaprim in the U.S. These options include partnering with a
revenue-generating company or a late development-stage company in
the hospital space, where there could be synergies and efficiencies
by combining forces and utilizing a specialized sales force more
effectively. The Company could also use a commercial outsourcing
company or could build its own commercial organization. These are
all viable options, each with its own set of pros and cons. The
Company is in discussion with several potential partners and views
partnering as its preferred strategy.
The Company expects to enter into advanced discussions with
potential partners in due course, which would reduce the Company's
flexibility towards raising capital during such discussions. Motif
Bio is therefore intending to raise capital before reaching such a
stage of discussion with a potential partner to strengthen its
balance sheet and fund some near term regulatory and pre-commercial
costs, including:
-- to fund near term operations and complete regulatory filings in the US and EU;
-- to fund the manufacture of commercial supply product and materials;
-- to fund other pre-commercial and preparatory activities for a commercial launch;
-- to prepare for additional trials for a paediatric indication, HABP, and cystic fibrosis;
-- to develop and complete partnering discussions and transactions for the US and EU; and
-- for general corporate purposes.
3. CURRENT PROSPECTS AND OUTLOOK
The Company filed its US Annual Report on Form 20-F for the year
ended 31 December 2017 with the US Securities and Exchange
Commission on 10 April 2018 and published its full year results for
2017 via RNS on the same day. Both documents provide an in depth
review of the progress made by the Company in 2017 and the 20-F
document goes further to provide, among other things, significant
detail on the background of the Company and iclaprim.
On 3 April 2018, the Company announced via RNS that it had
initiated a rolling submission of a New Drug Application (NDA) to
the U.S. Food & Drug Administration (FDA) for iclaprim in
ABSSSI. The NDA submission is expected to be completed in the
second quarter of 2018.
The Directors believe that the Company's prospects remain
positive and confirm that since the Company's final results for the
year ended 31 December 2017, which were announced via RNS on 10
April 2018, the Company has continued to progress in line with
expectations.
The net proceeds of the Placing combined with the Company's
current resources are expected to finance the Company at least
through the anticipated approval of the NDA for iclaprim in ABSSSI,
expected in Q1 2019.
4. RELATED PARTY TRANSACTION
The proposed participation in the Placing by Invesco Asset
Management Limited ("IAML") is expected to constitute a related
party transaction under the AIM Rules for Companies by virtue of
IAML being a substantial shareholder in the Company. Further
details of any participation by IAML in the Placing will be set out
in the announcement to be made on the closing of the bookbuild
exercise, which is expected to be made later today.
5. DISCLAIMERS
This Announcement (and the information contained herein) does
not contain or constitute an offer of securities for sale, or
solicitation of an offer to purchase securities, in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction where such an offer or solicitation would be
unlawful. The securities referred to herein have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "Securities Act") or with any securities regulatory authority
of any state or jurisdiction of the United States and may not be
offered, sold, resold, or delivered, directly or indirectly, in or
into the United States or to U.S. persons unless the securities are
registered under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in accordance with
any applicable securities laws and regulations of any state or
jurisdiction of the United States. The securities referred to
herein are being offered and sold (i) outside the U.S. to non-U.S.
persons in offshore transactions within the meaning of, and in
accordance with, Regulation S under the Securities Act and (ii) in
the U.S., pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
There will be no public offer of securities in the United
States.
None of the Placing Shares, this Announcement or any other
document connected with the Placing have been or will be approved
or disapproved by the US Securities and Exchange Commission or by
the securities commissions of any state or other jurisdiction of
the United States or any other regulatory authority, nor have any
of the foregoing authorities or any securities commission passed
comment upon or endorsed the merits of the offering of the Placing
Shares or the accuracy or adequacy of this Announcement or any
other document connected with the Placing. Any representation to
the contrary is a criminal offence.
The Placing Shares have not been and will not be registered
under the securities laws and regulations of Australia, Canada,
Japan or the Republic of South Africa, and may not be offered,
sold, resold, or delivered, directly or indirectly, within
Australia, Canada, Japan or the Republic of South Africa, or in any
jurisdiction where it is unlawful to do so, except pursuant to an
applicable exemption.
Members of the general public are not eligible to take part in
the Placing. This Announcement is only directed at persons who are
qualified investors (as defined below) and (i) are investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (ii) are persons falling within Article
49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being
referred to as "Relevant Persons"). This Announcement is directed
only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. 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.
In member states of the European Economic Area (EEA) which have
implemented the Prospectus Directive (each, a "Relevant Member
State"), this Announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Directive. For these purposes,
the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in a Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State and
the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
Important Notice
This Announcement has been issued by, and is the sole
responsibility of, the Company.
No prospectus or admission document will be made available in
connection with the matters contained in this Announcement.
Peel Hunt and Northland, which are authorised and regulated in
the United Kingdom by the Financial Conduct Authority, are acting
for the Company and no one else in relation to the Placing and
Admission and they will not be responsible to anyone other than the
Company for providing the protections afforded to customers of Peel
Hunt and Northland or for providing advice in relation to any
matter contained in this Announcement or any matter or arrangement
referred to in it. 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 Peel Hunt and
Northland, or by any of their 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.
Forward-looking statements
This Announcement contains statements about the Company and its
subsidiaries that are or may be deemed to be "forward-looking
statements". All statements, other than statements of historical
facts, included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed
by, or that include, the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "should",
"anticipates", "estimates", "projects", "would", "could",
"continue" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements
include, without limitation, statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of the Company.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules for Companies, Market Abuse Regulation (EU) No.
596/2014 ("MAR"), the Prospectus Rules and/or the Financial
Services and Markets Act 2000 (as amended) ("FSMA"), the Company
does not undertake any obligation to update publicly or revise any
forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to the Company or any persons acting on its behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
the Company at the date of this announcement, unless some other
time is specified in relation to them, and the posting or receipt
of this announcement shall not give rise to any implication that
there has been no change in the facts set forth herein since such
date.
For the purposes of this Announcement, an exchange rate of
1.3527 has been applied on the conversion of pounds sterling (GBP)
to United States Dollars ($).
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA ("THE
EXCLUDED JURISDICTIONS") OR ANY OTHER JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF THE PLACING
SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, OR WHO IS
RESIDENT IN, THE UNITED STATES OR ANY U.S. PERSON, AND NO SUCH
PERSONS ARE ENTITLED TO PARTICIPATE IN THE PLACING.
1. Eligible participants
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
By participating in the Placing, each Placee 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 publicly available information),
representation, warranty or statement made by or on behalf of Peel
Hunt LLP ("Peel Hunt"), Northland Capital Partners Limited
("Northland") or the Company or any other person, and none of Peel
Hunt, Northland, the Company nor 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.
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No admission document, prospectus or other offering
document has been or will be submitted to be approved by the
Financial Conduct Authority in relation to the Placing 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 (as defined in
the AIM Rules for Companies (the "AIM Rules")) by or on behalf of
the Company on or prior to the date of this Announcement and
subject to any further terms set forth in the contract note to be
sent to individual Placees.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC, AS AMED FROM TIME TO TIME INCLUDING THE 2010 PD AMING
DIRECTIVE (DIRECTIVE 2010/73/EU), AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (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) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); OR (II)
ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND, IN
EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY
PEEL HUNT LLP ("PEEL HUNT" AND NORTHLAND CAPITAL PARTNERS LIMITED
("NORTHLAND") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. PERSONS (INCLUDING, WITHOUT LIMITATION,
CUSTODIANS, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER
LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK
APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY,
PEEL HUNT AND NORTHLAND TO INFORM THEMSELVES ABOUT, AND OBSERVE,
ANY RESTRICTIONS RELATING TO THE PUBLICATION, RELEASE OR
DISTRIBUTION OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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.
The information contained herein is not for onward release,
directly or indirectly, in or into the United States of America,
Australia, Canada, Japan or the Republic of South Africa. This
announcement (and the information contained herein) does not
contain or constitute an offer of securities for sale, or
solicitation of an offer to purchase securities, in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction where such an offer or solicitation would be
unlawful. The securities referred to herein have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "Securities Act") or with any securities regulatory authority
of any state or jurisdiction of the United States and may not be
offered, sold, resold, or delivered, directly or indirectly, in or
into the United States or to U.S. persons unless the securities are
registered under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in accordance with
any applicable securities laws and regulations of any state or
jurisdiction of the United States. The securities referred to
herein are being offered and sold to non-U.S. persons outside the
United States in offshore transactions within the meaning of, and
in accordance with, Regulation S under the Securities Act. There
will be no public offer of securities in the United States.
None of the Placing Shares, this announcement or any other
document connected with the Placing have been or will be approved
or disapproved by the US Securities and Exchange Commission or by
the securities commissions of any state or other jurisdiction of
the United States or any other regulatory authority, nor have any
of the foregoing authorities or any securities commission passed
comment upon or endorsed the merits of the offering of the Placing
Shares or the accuracy or adequacy of this document or any other
document connected with the Placing. Any representation to the
contrary is a criminal offence.
The Placing Shares have not been and will not be registered
under the securities laws and regulations of Australia, Canada,
Japan or the Republic of South Africa, and may not be offered,
sold, resold, or delivered, directly or indirectly, within
Australia, Canada, Japan or the Republic of South Africa, or in any
jurisdiction where it is unlawful to do so, except pursuant to an
applicable exemption.
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 AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II
PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH
ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT
GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO,
THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS,
WHICH HAS DETERMINED THAT THE PLACING SHARES ARE: (I) COMPATIBLE
WITH AN 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, DISTRIBUTORS
SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY DECLINE AND
INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE PLACING
SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN
INVESTMENT IN THE PLACING SHARES IS COMPATIBLE ONLY WITH INVESTORS
WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO
(EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR
OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF
SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BE ABLE TO
BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET
ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY
CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION
TO THE PLACING. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE
TARGET MARKET ASSESSMENT, PEEL HUNT AND NORTHLAND WILL ONLY PROCURE
INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND
ELIGIBLE COUNTERPARTIES.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMATION TO ANY INVESTOR
OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER
ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES.
EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE PLACING SHARES AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES.
Each Placee will be deemed: (i) to have read and understood this
Announcement, including this Appendix, in its entirety; and (ii) to
be participating and making an offer for Placing Shares on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this
Appendix. In particular each Placee represents, warrants,
acknowledges and undertakes to the Company, Peel Hunt and Northland
that:
(a) 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;
(b) it is (and, if it is acquiring the Placing Shares for the
account of one or more other persons, such persons are) and, at the
time the Placing Shares are acquired, will be either (i) outside
the United States and acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S under the
Securities Act or (ii) if in the United States, a QIB and acquiring
Placing Shares in a transaction that is exempt from the
registration requirements set out under the Securities Act;
(c) if it is acquiring the Placing Shares for the account of one
or more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings and
acknowledgements herein on behalf of each such person;
(d) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, (i) the Placing Shares
acquired by it in the Placing have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the European Economic Area which
has implemented the Prospectus Directive other than Qualified
Investors or in circumstances in which the prior consent of Peel
Hunt has been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in any member
state of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive
as having been made to such persons; and
(e) 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.
This Announcement does not constitute an offer, and may not be
used in connection with an offer to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. Persons into whose possession this Announcement may come
are required by the Company to inform themselves about and to
observe any restrictions on transfer of this Announcement. No
public offer of securities of the Company is being made in the
United Kingdom, the United States or elsewhere.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of 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 or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Peel Hunt or Northland.
The Company, Peel Hunt and Northland will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
All times and dates in this Appendix are references to times and
dates in London (United Kingdom).
2. Bookbuild
Peel Hunt and Northland (together the "Managers") are commencing
a share placing bookbuild process (the "Bookbuild") for the purpose
of assessing demand from institutional and other investors to
participate in the Placing. Peel Hunt is arranging the Placing as
bookrunner, broker and agent of the Company; Northland is also
acting as broker and agent of the Company.
The Bookbuild is expected to close at or before 1:00 p.m. today,
17 May 2018. It is intended that the Company, Peel Hunt and
Northland will then establish a single price per Placing Share
payable to Peel Hunt and Northland by all Placees whose bids are
successful (the "Placing Price") and the number of Placing Shares
that are to be issued through the Placing. If they do, the Company,
Peel Hunt and Northland will release an announcement through the
Regulatory News Service stating the Placing Price and the number of
Placing Shares to be issued under the Placing. If the Company, Peel
Hunt and Northland do not reach agreement on the Placing Price or
the number of Placing Shares, the Placing will not proceed.
The Company, in consultation with Peel Hunt and Northland, will
determine the basis for allocating Placing Shares to bids submitted
to Peel Hunt and Northland in the Bookbuild and may at its
discretion (i) accept bids, either in whole or in part, (ii) accept
bids that are received after the Bookbuild has closed, and/or (iii)
scale down all or any bids on such basis as it considers
appropriate. Peel Hunt may carry out the Placing by any alternative
method to the Bookbuild as it chooses. The Company may also,
notwithstanding the above, but subject to the prior consent of Peel
Hunt and Northland, allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time.
The Company, Peel Hunt and Northland may, by agreement with each
other, increase the amount to be raised through the Placing. To the
fullest extent permitted by law and the applicable rules of AIM, no
Peel Hunt Person and no Northland Person shall have any liability
to Placees (or to any other person (whether acting on behalf of a
Placee or otherwise) whether or not a
recipient of these terms and conditions) in respect of the
Placing or in respect of its conduct in the Bookbuild or in any
alternative method that they may adopt to carry out the Placing, as
Peel Hunt, Northland and the Company may agree. Each Placee
acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and neither Peel
Hunt nor Northland shall have any liability to the Placees for the
failure of the Company to fulfil those obligations.
In this Appendix:
(a) "Group" means the group comprising the Company and its subsidiary undertakings;
(b) "Ordinary Shares" means ordinary shares with a nominal value
of 1 pence each in the Company's capital;
(c) "Peel Hunt Person" means any person being (i) Peel Hunt,
(ii) an undertaking which is a subsidiary undertaking of Peel Hunt,
(iii) a parent undertaking of Peel Hunt or (other than Peel Hunt) a
subsidiary undertaking of any such parent undertaking, or (iv) a
director, officer, agent or employee of any such person;
(d) "Northland Person" means any person being (i) Northland,
(ii) an undertaking which is a subsidiary undertaking of Northland,
(iii) a parent undertaking of Northland or (other than Northland) a
subsidiary undertaking of any such parent undertaking, or (iv) a
director, officer, agent or employee of any such person;
(e) "Regulatory News Service" means the electronic information
dissemination service operated by the London Stock Exchange's
Company Announcements Office, or any alternative "PIP service"
(primary information provider service) which the Company has
selected for the purposes of making regulatory announcements;
and
(f) "you" or "Placee" means any person who becomes committed
through the Bookbuild to subscribe for Placing Shares.
3. Participation and settlement
Participation in the Bookbuild is only available to persons who
may lawfully be, and are, invited to participate in it by Peel Hunt
and/or Northland.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Peel Hunt
and/or Northland. Peel Hunt and its respective affiliates and
Northland and its respective affiliates are entitled to enter bids
in the Bookbuild as principal.
If you are invited to participate in the Bookbuild and wish to
do so, you should communicate your bid by telephone to your usual
sales contact at Peel Hunt or Northland (as applicable). Each bid
should state the number of Placing Shares for which you wish to
subscribe at either the Placing Price which is ultimately
established by the Company and Peel Hunt and Northland or at prices
up to a price limit specified in its bid. If your bid is
successful, in whole or in part, your allocation will be confirmed
orally following the close of the Bookbuild. Peel Hunt's and
Northland's (as applicable) oral confirmation of your allocation
will constitute a legally binding commitment on your part to
subscribe for the number of Placing Shares allocated to you at the
Placing Price on the terms and subject to the conditions set out or
referred to in this Appendix and subject to the Company's
constitution.
A person who submits a bid in the Bookbuild will not be able,
without the agreement of Peel Hunt (in respect of Placees procured
by Peel Hunt) and Northland (in respect of Placees procured by
Northland), to vary or revoke the bid before the close of the
Bookbuild. Such a person will not be able, after the close of the
Bookbuild, to vary or revoke a submitted bid in any
circumstances.
If you are allocated Placing Shares in the Bookbuild, you will
be sent a written confirmation stating (i) the number of Placing
Shares allocated to you, (ii) the aggregate amount you will be
required to pay for those Placing Shares at the Placing Price,
(iii) relevant settlement information, and (iv) settlement
instructions. A settlement instruction form will accompany each
written confirmation and, on receipt, should be completed and
returned by the date and time stated in it. Settlement of
transactions in the Placing Shares will take place within the CREST
system, subject to certain exceptions, on a "delivery versus
payment" (or "DVP") basis. Peel Hunt and Northland each reserve
their right to require settlement for and/or delivery to any Placee
of any Placing Shares by such other means as they may deem
appropriate if delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with
the regulatory requirements in the Placee's jurisdiction. If your
Placing Shares are to be delivered to a custodian or settlement
agent, you should ensure that the written confirmation is copied
and delivered immediately to the appropriate person within that
organisation.
Each Placee's obligations to subscribe and pay for Placing
Shares under the Placing will be owed to each of the Company, Peel
Hunt and Northland. No commissions will be paid to or by Placees in
respect of their agreement to subscribe for any Placing Shares.
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this
Announcement and subject to the terms and conditions herein. No
admission document for the purposes of the AIM Rules or prospectus
or offering document is required to be published, or has been or
will be published, in relation to the Placing or the Placing
Shares.
The Company will instruct The Bank of New York Mellon as
depositary of its Ordinary Shares not to accept any of the Ordinary
Shares for deposit into the Company's deposit facility and issue of
respective American Depositary Shares for 40 days after the
commencement of the Placing.
4. Placing conditions
Under the terms of the Placing Agreement, Peel Hunt and
Northland have severally agreed to use their reasonable endeavours
as the Company's agents to procure subscribers for Placing Shares
at the Placing Price.
The Placing is conditional on (i) the obligations of the
Managers under the Placing Agreement not being terminated in
accordance with its terms, (ii) Admission taking place not later
than 8.00 a.m. on 23 May 2018, and (iii) the obligations of the
Company under the Placing Agreement having become unconditional in
all other respects by 23 May 2018 or such later time or date as
Peel Hunt may agree with the Company (being not later than 8.00
a.m. on 31 May 2018 (the "Long Stop Date")). Peel Hunt reserves the
right to waive or extend the time and/or date for the fulfilment of
any of the conditions in the Placing Agreement to the Long Stop
Date. If any condition to the Placing is not fulfilled or waived by
Peel Hunt by the relevant time, the Placing will lapse and your
rights and obligations in respect of the Placing will cease and
terminate at such time.
The obligations of the Managers under the Placing Agreement may
be terminated prior to Admission in certain circumstances
including, among other things, a material breach of the Placing
Agreement by the Company, in the event of a failure by the Company
to comply in any material respect with any of its obligations under
the Placing Agreement, in the case of certain force majeure events
or in the event of a material adverse change in relation to the
Group or the financial markets. The exercise of any right of
termination under the Placing Agreement, any waiver of any
condition or other provision in the Placing Agreement and any
decision by Peel Hunt on whether or not to extend the time for
satisfaction of any condition in, or grant any other indulgence
under, the Placing Agreement are within the absolute discretion of
Peel Hunt. Neither Peel Hunt nor Northland will have any liability
to you or to anyone else in respect of any such termination,
waiver, extension or grant of indulgence or any decision to
exercise or not to exercise any such right of termination, waiver
or extension.
During 40 days after the later of the commencement of the
Placing and the closing of the Placing, the Placing Shares may not
be offered, sold or delivered within the United States or to, or
for the account or benefit of, U.S. persons (other than Placing
Shares sold pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act)
and an offer or sale of the Placing Shares within the United States
during this period by any dealer (whether or not participating in
the Placing) may violate the registration requirements of the
Securities Act, if such offer or sale is made otherwise than
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. Terms used in
this paragraph have the respective meanings given to them by
Regulation S under the Securities Act.
5. Placees' warranties and undertakings
By communicating a bid to Peel Hunt or Northland under the
Bookbuild you will irrevocably acknowledge and confirm and warrant
and undertake to, and agree with, each of the Company, and Peel
Hunt and Northland (in their capacity as placing agents), in each
case as a fundamental term of your application for Placing Shares,
of the Company's obligation to allot and/or issue any Placing
Shares to you or at your direction, that:
(a) you agree to and accept all the terms set out in this Announcement;
(b) your rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this
Announcement and will not be subject to rescission or termination
by you in any circumstances;
(c) this Announcement, which has been issued by the Company, is
within the sole responsibility of the Company;
(d) you have not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company
or to any other member of its Group in connection with the Placing,
other than by the Company as included in this Announcement or to
the effect that the Company is not now in breach of its obligations
under the AIM Rules or other law and regulation applicable to it to
disclose publicly in the correct manner all such information as is
required to be so disclosed by the Company;
(e) you have not relied on any representation or warranty in
reaching your decision to subscribe for Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
(f) you are not a client of either Peel Hunt or Northland in
relation to the Placing and Peel Hunt and Northland (as applicable)
are not acting for you in connection with the Placing and will not
be responsible to you in respect of the Placing for providing
protections afforded to their clients;
(g) you have not been, and will not be, given any warranty or
representation by any Peel Hunt Person or Northland Person in
relation to any Placing Shares, the Company or any other member of
its Group and no Peel Hunt Person or Northland Person will have any
liability to you for any information contained in this Announcement
or which has otherwise been published by the Company or for any
decision by you to participate in the Placing based on any such
information or on any other information provided to you;
(h) you are making the commitment to subscribe for Placing
Shares solely on the basis of publicly available information;
(i) you will pay the full subscription sum at the Placing Price
as and when required in respect of all Placing Shares finally
allocated to you and will do all things necessary on your part to
ensure that payment for such shares and their delivery to you or at
your direction is completed in accordance with the standing CREST
instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with Peel Hunt or
Northland (as applicable) or put in place with Peel Hunt or
Northland (as applicable) with its agreement;
(j) you are permitted to subscribe for Placing Shares in
accordance with the laws of all relevant jurisdictions which apply
to you and you have complied, and will fully comply, with all such
laws (including where applicable, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 and the Money
Laundering Regulations 2007) and have obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such subscription, and you will provide
promptly to Peel Hunt and Northland (as applicable) such evidence,
if any, as to the identity or location or legal status of any
person which Peel Hunt or Northland (as applicable) may request
from you (for the purpose of its complying with any such laws or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by Peel Hunt or Northland (as applicable) on the basis
that any failure by you to do so may result in the number of
Placing Shares that are to be allotted and/or issued to you or at
your direction pursuant to the Placing being reduced to such
number, or to nil, as Peel Hunt or Northland (as applicable) may
decide in their discretion;
(k) you have complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 (as
amended) with respect to anything done or to be done by you in
relation to any Placing Shares in, from or otherwise involving the
United Kingdom and you have not made or communicated or caused to
be made or communicated, and you will not make or communicate or
cause to be made or communicated, any "financial promotion" in
relation to Placing Shares in contravention of section 21 of
FSMA;
(l) you are a Relevant Person, as defined above;
(m) either:
(A) you are acting as principal only in respect of the Placing or, if you are acting for any other person (i) you are duly authorised to do so, (ii) you are and will remain liable to the Company and/or Peel Hunt and/or Northland for the performance of all your obligations as a Placee in respect of the Placing (regardless of the fact that you are acting for another person), (iii) you are both an "authorised person" for the purposes of FSMA and a "Qualified Investor" as defined at Article 2(1)(e)(i) of the Prospectus Directive) and you are both acting as agent for such person, and (iv) such person is either (1) a Qualified Investor or (2) a person falling within either Article 19(5) or Article 49(2) of the Order and that he has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him; or
(B) in the case of Invesco Asset Management Limited (or otherwise if expressly agreed to be applicable to you when communicating your bid to Peel Hunt or Northland) (i) you are acting at all times as agent for an on behalf of certain discretionary managed clients (the "Funds") and you are duly authorised to do so, (ii) you are not liable as principal to the Company and/or Peel Hunt and/or Northland for the performance of the obligations of your Funds in respect of the Placing, (iii) you are both an "authorised person" for the purposes of FSMA and a "Qualified Investor" as defined at Article 2(1)(e)(i) of the Prospectus Directive) and (iv) each Fund is either (1) a Qualified Investor or (2) a person falling within either Article 19(5) or Article 49(2) of the Order and that he has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;
(n) nothing has been done or will be done by you in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or its ordinary shares in accordance with
FSMA, the UK Prospectus Rules or the Prospectus Directive or in
accordance with any other laws applicable in any part of the
European Union or the European Economic Area;
(o) you will not treat any Placing Shares in any manner that
would contravene any legislation applicable in any territory or
jurisdiction and no aspect of your participation in the Placing
will contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company or Peel Hunt or
Northland to contravene any such legislation in any respect;
(p) you are not, and are not acting in relation to the Placing
as nominee or agent for, a person who is or may be liable to stamp
duty or stamp duty reserve tax in respect of any agreement to
acquire (or any acquisition of) shares or other securities at a
rate in excess of 0.5% (including, without limitation, under
sections 67, 70, 93 or 96 of the Finance Act 1986 concerning
depositary receipts and clearance services), and the allocation,
allotment, issue and/or delivery to you, or any person specified by
you for registration as holder, of Placing Shares will not give
rise to a liability under any such section, (ii) the person whom
you specify for registration as holder of Placing Shares will be
the Placee or the Placee's nominee, and (iii) neither Peel Hunt,
Northland nor the Company will be responsible to you or anyone else
for any liability to pay stamp duty or stamp duty reserve tax
resulting from any breach of, or non-compliance, with this
paragraph;
(q) unless paragraph (r) (below) applies, you have neither
received nor relied on any 'inside information' (for the purposes
of the EU Market Abuse Regulation (2014/596/EU) ("MAR") and section
56 of the Criminal Justice Act 1993) concerning the Company in
accepting this invitation to participate in the Placing;
(r) if you have received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, you confirm that you
have received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and you have not: (i) dealt (or attempted to deal) in
the securities of the Company; (ii) encouraged, recommended or
induced another person to deal in the securities of the Company; or
(iii) unlawfully disclosed inside information to any person, prior
to the information being made publicly available;
(s) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the US
Securities Act of 1933, as amended) (i) none of the Placing Shares
have been or will be registered under that Act or under the
securities laws of any State of or other jurisdiction within the
United States, (ii) subject to certain exceptions, no Placing
Shares may be offered or sold, resold, or delivered, directly or
indirectly, into or within the United States or to, or for the
account or benefit of, any US person, (iii) you are (and any such
account for which you are acting is) (unless otherwise expressly
agreed with Peel Hunt) either (a) a QIB, who will execute and
return a representation letter to that effect to the Company and
Peel Hunt prior to Admission; or (b) are not within the United
States and are not a US person and will be acquiring Placing Shares
in an "offshore transaction", (iv) you have not offered, sold or
delivered and will not offer sell or deliver any of the Placing
Shares to US Persons or persons located within the United States,
directly or indirectly, (v) neither you, your affiliates, nor any
persons acting on your behalf, have engaged or will engage in
any directed selling efforts with respect to the Placing Shares,
(vi) you will not be subscribing Placing Shares with a view to
resale in or into the United States, and (vii) you will not
distribute this announcement or any offering material relating to
Placing Shares, directly or indirectly, in or into the United
States or to any persons resident in the United States;
(t) (i) you are not and, if different, the intended beneficial
owner of the Placing Shares allocated to you is not and at the time
the Placing Shares are acquired will not be, a resident of
Australia, Canada, Japan or the Republic of South Africa, and (ii)
the Placing Shares have not been and will not be registered under
the securities legislation of Australia, Canada, Japan or the
Republic of South Africa and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, in or into those
jurisdictions;
(u) time is of essence as regards your obligations under this Appendix;
(v) this Appendix and any contract which may be entered into
between (i) you and Peel Hunt and/or the Company pursuant to this
Appendix or the Placing or (ii) you and Northland and/or the
Company pursuant to this Appendix or the Placing, and all
non-contractual obligations arising between you, the Company and
Peel Hunt and/or Northland in respect of the Placing, will be
governed by and construed in accordance with the laws of England,
for which purpose you submit (for yourself and on behalf of any
person on whose behalf you are acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute,
or matter arising out of or relating to this Appendix or such
contract, except that each of the Company, Peel Hunt and Northland
will have the right to bring enforcement proceedings in respect of
any judgment obtained against you in the English courts or in the
courts of any other relevant jurisdiction;
(w) each right or remedy of the Company, the Peel Hunt or
Northland provided for in this Appendix is in addition to any other
right or remedy which is available to such person and the exercise
of any such right or remedy in whole or in part will not preclude
the subsequent exercise of any such right or remedy;
(x) any document that is to be sent to you in connection with
the Placing will be sent at your risk and may be sent to you at any
address provided by you to Peel Hunt and/or Northland (as
applicable);
(y) none of your rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of your obligations in respect of the Placing;
(z) that the exercise by Peel Hunt and/or Northland of any right
of termination or any right of waiver exercisable by Peel Hunt or
Northland contained in the Placing Agreement or the exercise of any
discretion including (without limitation) the right not to enter
into the Placing Agreement is within the absolute discretion of the
Managers and the Managers will not have any liability to you
whatsoever in connection with any decision to exercise or not
exercise any such rights. You acknowledge that if (i) any of the
conditions in the Placing Agreement are not satisfied (or, where
relevant, waived); or (ii) the Placing Agreement is terminated; or
(iii) the Placing Agreement does not otherwise become unconditional
in all respects, the Placing will lapse and your rights and
obligations in respect of the Placing will cease and terminate at
such time and you will not make any claim in respect thereof;
(aa) you have not engaged in any hedging activities relating to
the Placing Shares in anticipation of the Placing; and
(bb) during 40 days after the Placing: (i) you will not engage
in any hedging activities relating to the Placing Shares; and (ii)
you will not deposit any Placing Shares into any depositary
facility for the Company's shares established or maintained by any
depositary bank.
6. Payment default
Your entitlement to receive any Placing Shares will be
conditional on the receipt by Peel Hunt or Northland (as
applicable) of payment in full for such shares by the relevant time
to be stated in the written confirmation referred to above, or by
such later time and date as Peel Hunt or Northland (as applicable)
may decide, and otherwise in accordance with that confirmation's
terms. Peel Hunt or Northland (as applicable) may waive such
condition, and will not be liable to you for any decision to waive
or not to waive such condition.
If you fail to make such payment by the required time for any
Placing Shares (1) the Company may release itself, and (if it
decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to you or at
your direction which are then unallotted and/or unissued, (2) the
Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the fullest
extent permitted under its constitution or by law and to the extent
that you then have any interest in or rights in respect of any such
shares, (3) the Company, Peel Hunt or Northland may sell (and each
of them is irrevocably authorised by you to do so) all or any of
such shares on your behalf and then retain from the proceeds, for
the account and benefit of the Company or, where applicable, Peel
Hunt or Northland (i) any amount up to the total amount due to it
as, or in respect of, subscription monies, or as interest on such
monies, for any Placing Shares and (ii) any amount required to
cover dealing costs and/or commissions necessarily or reasonably
incurred by it in respect of such sale and (4) you will remain
liable to the Company, to Peel Hunt and to Northland (as
applicable) for the full amount of any losses and of any costs
which it may suffer or incur as a result of (i) it not receiving
payment in full for such Placing Shares by the required time,
and/or (ii) the sale of any such Placing Shares to any other person
at whatever price and on whatever terms are actually obtained for
such sale by or for it. Interest may be charged in respect of
payments not received by Peel Hunt or Northland for value by the
required time referred to above at the rate of two percentage
points above the base rate of Barclays Bank plc. For the avoidance
of doubt, nothing in these terms and conditions is intended to
create any liability as principal for Invesco Asset Management
Limited (or otherwise if paragraph 5(m)(B) applies to you), nor any
joint and several liability between any Funds. Any liabilities of a
Fund incurred hereunder shall be limited to the property of that
Fund and under no circumstances shall there be recourse to the
assets of any other Fund(s) in respect of those liabilities.
7. Overseas jurisdictions
The distribution of this Announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. Qualified Investors and other Relevant Persons
(as defined above) who seek to participate in the Placing must
inform themselves about and observe any such restrictions. In
particular, this Announcement does not constitute or form part of
any offer or invitation, nor a solicitation of any offer or
invitation, to subscribe for or acquire or sell or purchase or
otherwise deal in ordinary shares in the United States, Australia,
Canada, Japan or the Republic of South Africa or in any other
jurisdiction in which, or in circumstances in which, any such
offer, invitation or solicitation is or would be unlawful. The
Placing Shares have not been and will not be registered under the
US Securities Act of 1933, as amended, or under the securities laws
of any State or other jurisdiction within the United States, and,
subject to certain exceptions, may not be offered or sold, resold
or delivered, directly or indirectly, in or into the United States,
or to, or for the account or benefit of, any US Persons (as defined
in Regulation S under that Act). No public offering of the Placing
Shares is being or will be made in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEKMGMKRNFGRZG
(END) Dow Jones Newswires
May 17, 2018 04:55 ET (08:55 GMT)
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