TIDMODX
RNS Number : 6668J
Omega Diagnostics Group PLC
30 June 2017
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, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE
SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US
SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER
THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SINGAPORE OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN OMEGA
DIAGNOSTICS GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL.
30 June 2017
Omega Diagnostics Group plc
Proposed Placing of up to 13,116,881 New Ordinary Shares at 18
pence per share
Proposed Subscription of up to 1,166,666 New Ordinary Shares at
18 pence per share
and Open Offer of up to 5,723,456 New Ordinary Shares at 18
pence per share
Key Points
-- Placing and Subscription to raise up to GBP2.6 million before
expenses at a price of 18 pence per share
-- Placing being conducted through an accelerated book build
process which will open with immediate effect following this
announcement
-- Open Offer to Qualifying Shareholders (with excess
application facility) to raise up to GBP1.0 million at a price of
18 pence per share
-- Proceeds of Fundraising to be used to accelerate the Group's growth plans
-- Issue Price represents a discount of approximately 6.5 per
cent to the closing mid-market price of Omega's existing ordinary
shares of 19.25 pence on 29 June 2017
-- Placing and Subscription Shares, assuming full take-up, will
represent approximately 13.1 per cent of the Company's existing
issued share capital
-- Open Offer Shares, assuming full take-up, will represent
approximately 5.3 per cent of the Company's existing issued share
capital
-- The Fundraising is conditional, inter alia, upon Admission
-- Further details of the Placing are set out in the appendix to this announcement
Contacts:
Omega Diagnostics Group Tel: 01259 763 030
PLC
Andrew Shepherd, Chief www.omegadiagnostics.com
Executive
Kieron Harbinson, Group
Finance Director
Jag Grewal, Group Sales
and Marketing Director
finnCap Ltd Tel: 020 7220 0500
Geoff Nash/James Thompson
(Corporate Finance)
Mia Gardner (Corporate
Broking)
Walbrook PR Limited Tel: 020 7933 8780 or
omega@walbrookpr.com
Paul McManus Mob: 07980 541 893
Lianne Cawthorne Mob: 07584 391 303
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR").
Important notice
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA"). This announcement has been issued by and
is the sole responsibility of the Company. The information in this
announcement is subject to change.
This announcement is not an offer of securities for sale into
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 (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in or into 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 is not for release, publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada, the Republic of South Africa, Japan or any jurisdiction
where to do so might constitute a violation of local securities
laws or regulations (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
finnCap Ltd ("finnCap") is authorised and regulated by the
Financial Conduct Authority in the United Kingdom. finnCap is
acting solely as nominated adviser, broker and bookrunner
exclusively for the Company and no one else in connection with the
contents of this announcement and will not regard any other person
(whether or not a recipient of this announcement) as its client in
relation to the contents of this announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
finnCap by FSMA or the regulatory regime established thereunder,
finnCap accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the contents of
this announcement including its accuracy, completeness or
verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this announcement,
whether as to the past or the future. finnCap accordingly disclaims
all and any liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this announcement or any such
statement.
In connection with the Placing, finnCap and its respective
affiliates, acting as investors for their own accounts, may
subscribe for or purchase ordinary shares in the Company ("Ordinary
Shares") and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such Ordinary
Shares and other securities of the Company or related investments
in connection with the Placing or otherwise. Accordingly,
references to the Ordinary Shares being offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any offer to, or subscription, acquisition, placing or dealing by
finnCap and any of its respective affiliates acting as investors
for their own accounts. In addition, finnCap or its respective
affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. finnCap has no
intention to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Forward-looking Statements
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules for Companies.
Omega Diagnostics Group plc
Proposed Placing of up to 13,116,881 New Ordinary Shares at 18
pence per share
Proposed Subscription of up to 1,166,666 New Ordinary Shares at
18 pence per share
and Open Offer of up to 5,723,456 New Ordinary Shares at 18
pence per share
1. Introduction
The Company announced today the conditional Placing by finnCap
of up to 13,116,881 new Ordinary Shares at 18p per share and
conditional Subscription of up to 1,166,666 new Ordinary Shares at
18p per share to raise up to GBP2.6 million (before expenses) and
an associated Open Offer to raise up to approximately GBP1.0
million. The net proceeds of the Fundraising, amounting to between
GBP2.4 million and GBP3.4 million, will be used to accelerate the
Company's growth profile via certain internal investments that the
Board have identified.
The Placing, Subscription and Open Offer are conditional on,
inter alia, the passing of the Resolutions at the General Meeting
and Admission. It is expected that, subject to passing the
Resolutions, the New Ordinary Shares will be admitted to trading on
AIM on 19 July 2017.
The Issue Price represents a discount of approximately 6.5 per
cent. to the closing mid-market price of 19.25 pence per Ordinary
Share on 29 June 2017 (being the last practical date prior to the
announcement of the Fundraising).
The Directors consider the Resolutions to be proposed at the
General Meeting to be in the best interests of the Company and the
Shareholders as a whole. Consequently, the Directors unanimously
recommend that shareholders vote in favour of the Resolutions to be
proposed at the General Meeting, as they intend to do in respect of
the 6,277,789 Ordinary Shares held, directly or indirectly, by them
representing approximately 5.77 per cent. of the total voting
rights of the Company.
2. Background to and Reasons for the Fundraising
As Shareholders are aware, the fundraising in May 2013 was
primarily for the development and commercialisation of the Group's
Visitect CD4 product. Since then, the development phase encountered
some technical challenges, including the ambient temperature
effect, all of which the Board believes are now successfully
resolved. These issues extended the cost and timeframe of
commercialisation but the Board is now working towards
commercialisation by late calendar year 2017.
Alongside the CD4 project, the Board has also identified a
number of other opportunities within all its divisions which could
help to accelerate growth. The Board is seeking additional
investment to achieve its objectives and will use a combination of
the net proceeds of the Fundraising and the Company's anticipated
operating cash flow (including a proposed EUR0.8m sale and lease
back of the building owned by its fully owned subsidiary, Omega
Diagnostics GmbH) over the next three years to:
1. Increase FoodPrint(R) traction in the USA by increasing sales
and marketing resource, developing product enhancements that meet
the US lab environment and investing into more automated
manufacturing capacity.
2. Increase the number of allergens in the Allersys product
range from 41 to 100 over the next four years. Since December 2016,
the Company has been seeking to agree global distribution terms
with its Allersys licensor (Immunodiagnostic Systems Holdings plc
"IDS"). The Company believes that it has made good progress and the
Directors believe that once the Company gets beyond the contractual
process, the sales and marketing teams of both organisations will
be capable of making a success of the Company's allergy
products.
3. Fund certain identified investment opportunities for
Allergodip which involve adding new panels and developing a mobile
phone App. The enhanced product will be targeted at developing
countries given its ease of use and low cost application. The
Company has identified a partner company in China which believes
the market size in China to be 5 million tests alone.
4. Accelerate the pipeline of launching a range of Rapid
Diagnostic Tests ("RDTs") to two or three per year to include tests
for Syphilis, Dengue, S.typhi, Leptospirosis and Brucella. The
Company recently launched its Malaria RDTs and is confident that
its Visitect CD4 test will launch in late calendar year 2017. The
facility in Pune has current capacity for 6 million RDTs per annum
and is only currently operating on a single shift basis.
3. Current Trading and Prospects
Trading in the first quarter of the new financial year is in
line with the Company's expectations. The Company believes it has
made a significant amount of progress with a number of key assets
that will underpin future growth:
-- Allersys(R) reagents are now CE-marked with the menu continuing to grow;
-- VISITECT(R) CD4 has achieved design freeze;
-- manufacturing facility in Pune, India, is now fully validated; and
-- VISITECT(R) Malaria has now been CE-marked.
In relation to the Company's Food Detective(R) product, the
Company has been in discussions with its notified body, Lloyds
Register Quality Assurance ("LRQA"), regarding use of the self-test
version of the kit. The Company has agreed a timescale to complete
some corrective actions to LRQA's satisfaction. In the event that
the Company is unable to achieve this, the CE mark for the
self-test kit will be suspended for a period of time which would
have a modest impact on revenues and profits.
4. Details of the Placing and Subscription
The Company is proposing to raise, in aggregate, up to GBP2.6
million (before commissions and expenses) by means of the Placing
and Subscription. The Placing Shares and Subscription Shares
(assuming full subscription) will represent approximately 13.1 per
cent. of the Existing Ordinary Shares. The aggregate net proceeds
after costs related to the Placing and Subscription are expected to
be GBP2.4 million. The Placing and Subscription Shares shall, when
issued, rank in full for any dividend or other distribution
declared, made or paid after Admission and otherwise equally in all
respects with the Existing Ordinary Shares.
Application will be made to London Stock Exchange for the
Placing and Subscription Shares to be admitted to trading on AIM
and it is anticipated that trading in the Placing and Subscription
Shares will commence on AIM at 8.00 a.m. on 19 July 2017.
The Placing and Subscription are conditional upon, amongst other
things:
(i) the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated;
(ii) the Resolutions being passed at the General Meeting; and
(iii) admission of the Placing and Subscription Shares to
trading on AIM becoming effective by not later than 8.00 a.m. on 19
July 2017 or such later date (being not later than 8.00 a.m. on 21
August 2017) as the Company and finnCap may agree.
Pursuant to the terms of the Placing Agreement, finnCap as agent
for the Company, has agreed to use its reasonable endeavours to
procure placees for the Placing Shares at the Issue Price; the
Placing Agreement contains warranties from the Company in favour of
finnCap in relation to, inter alia, the accuracy of the information
contained in the documents relating to the Placing and certain
other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify finnCap in relation
to certain liabilities that it may incur in respect of the Placing.
The Company can increase the size of the Placing should indication
be received in excess of the Placing Shares.
finnCap may terminate the Placing Agreement in certain
circumstances (including for breach of warranty at any time prior
to Admission, if such breach is reasonably considered by finnCap to
be material in the context of the Placing) and in the event of a
force majeure event or material adverse change occurring at any
time prior to Admission.
5. Details of the Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate at the same price per Ordinary Share as the Placing and
Subscription and accordingly the Company is making the Open Offer
to Qualifying Shareholders. The Company is proposing to raise a
maximum of approximately GBP1.0 million (before expenses) (assuming
full take up of the Open Offer but being less than the EUR5 million
maximum amount permitted without requiring the publication by the
Company of a prospectus under the Prospectus Rules) through the
issue of up to 5,723,456 Open Offer Shares.
The Open Offer Shares are available to Qualifying Shareholders
pursuant to the Open Offer at the Issue Price of 18 pence per Open
Offer Share, payable in full on acceptance. Any Open Offer Shares
not applied for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 19 Existing Ordinary Shares
held by the Qualifying Shareholder on the Record Date
Entitlements of Qualifying Shareholders to apply for Open Offer
Shares will be rounded down to the nearest whole number of Open
Offer Shares. Fractional entitlements which would otherwise arise
will not be issued to the Qualifying Shareholders but will be
aggregated and made available under the Excess Application
Facility. The Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares in excess of their Open
Offer Entitlement. Not all Shareholders will be Qualifying
Shareholders. Shareholders who are located in, or are citizens of,
or have a registered office in the Restricted Jurisdictions will
not qualify to participate in the Open Offer.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form. Applicants can apply for less or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. The Company may
satisfy valid applications for Excess Shares of applicants in whole
or in part but reserves the right not to satisfy any excess above
any Open Offer Entitlement. The Board may scale back applications
made in excess of Open Offer Entitlements on such basis as it
reasonably considers to be appropriate.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 3 July 2017. The Open Offer
Entitlements will be enabled for settlement in CREST until 11.00
a.m. on 17 July 2017. Applications through the CREST system may
only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of bona fide market
claims. The Open Offer Shares must be paid in full on application.
The latest time and date for receipt of completed Application Forms
or CREST applications and payment in respect of the Open Offer is
11.00 a.m. on 17 July 2017. The Open Offer is not being made to
certain Overseas Shareholders.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
The Open Offer is conditional on the Placing becoming
unconditional in all respects and not being terminated before
Admission (as the case may be). Accordingly, if the conditions to
the Placing are not satisfied or waived (where capable of waiver),
the Open Offer will not proceed and the Open Offer Shares will not
be issued and all monies received by the Receiving Agent will be
returned to the applicants (at the applicant's risk and without
interest) as soon as possible, but within 14 days thereafter. Any
Open Offer Entitlements admitted to CREST will thereafter be
disabled.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the New Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
6. Related Party Transactions
Richard Sneller and Legal & General Investment Management
Limited have agreed to subscribe for 2,222,222 and 1,840,533
Placing Shares respectively as part of the Placing. These
Shareholders are related parties of the Company for the purposes of
the AIM Rules by virtue of their status as substantial shareholders
of the Company. The Directors consider, having consulted with the
Company's nominated adviser, finnCap, that the terms of the Placing
with such related parties are fair and reasonable insofar as the
Company's shareholders are concerned.
David Evans, Andrew Shepherd, Colin King, Kieron Harbinson and
Jag Grewal intend to subscribe for 1,111,111, 111,111, 277,777,
55,555 and 53,333 New Ordinary Shares respectively as part of the
Fundraising. Each of them is a related party of the Company for the
purposes of the AIM Rules by virtue of their status as Directors of
the Company. William Rhodes, being the independent director for
this purpose, considers, having consulted with the Company's
nominated adviser, finnCap, that the terms of the Placing with such
related parties is fair and reasonable insofar as the Company's
Shareholders are concerned.
7. Effect of the Fundraising
Upon Admission, and assuming full take up of the Open Offer
Entitlements and full take-up under the Placing and Subscription,
the Enlarged Issued Share Capital is expected to be 128,752,672
Ordinary Shares. On this basis, the New Ordinary Shares will
represent approximately 15.5 per cent. of the Company's Enlarged
Issued Share Capital.
Following the issue of the New Ordinary Shares pursuant to the
Fundraising, assuming full take up of the Open Offer Entitlements,
Qualifying Shareholders who do not take up any of their Open Offer
Entitlements nor participate in the Fundraise will suffer a
dilution of approximately 15.5 per cent. to their interests in the
Company. If a Qualifying Shareholder takes up his Open Offer
Entitlement in full, and does not participate in the Placing and
Subscription, he will suffer a dilution of approximately 11.1per
cent. to his interest in the Company.
8. General Meeting
Notice convening a General Meeting to be held at the Company's
office at Omega House, Hillfoots Business Village, Alva FK12 5DQ on
18 July 2017 at 10.00 a.m. will be dispatched shortly. The notice
contains the text of the Resolutions that are to be proposed at the
General Meeting to authorise the Directors to allot the New
Ordinary Shares under the Placing and Subscription and to disapply
Shareholders' pre-emption rights under the Companies Act 2006 in
respect of the Placing and Subscription Shares and Open Offer
Shares. The Fundraising is conditional on the passing of the
Resolutions.
The Resolutions, if passed, will allow the New Ordinary Shares
to be issued at a price of18 pence each (representing a 6.5 per
cent. discount to the closing middle market price for an Ordinary
Share of 19.25 pence for the business day immediately prior to the
date of this announcement) without them first being offered to
Shareholders generally in accordance with their statutory
pre-emption rights. The Directors have concluded that proceeding
with the Placing and Subscription, alongside the Open Offer, is the
most suitable option available to the Company for raising
additional funds through the issue of Ordinary Shares and that
issuing the Placing and Subscription Shares at such a discount is
fair and reasonable so far as all existing Shareholders are
concerned. The Issue Price has been set by the Directors following
their assessment of market conditions and following discussions
with a number of institutional investors.
APPIX
TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information
1. Introduction
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT (INCLUDING THE APPIX) COMES ARE REQUIRED BY THE
COMPANY AND FINNCAP TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY
SUCH RESTRICTIONS.
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 WHO
ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); AND (B) PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (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) ARE PERSONS WHO ARE OTHERWISE LAWFULLY
PERMITTED TO RECEIVE IT WITHOUT REQUIRING THE COMPANY TO ISSUE A
PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL SUCH PERSONS
REFERRED TO IN (A), (B) AND (C), 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. 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
APPICX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 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. 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 OR ELSEWHERE.
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), Australia, Canada,
Japan or the Republic of South Africa 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.
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
offering 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.
By participating in the Bookbuild and 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.
Members of the public are not eligible to take part in the
Placing.
In this Appendix:
(a) "you" or "Placee" means any person who becomes committed
through the Bookbuild to subscribe for Placing Shares; and
(b) terms defined elsewhere in this announcement have the same
meanings, unless the context requires otherwise.
Various dates referred to in this announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The expected date for
Admission is 19 July 2017 and, in any event, the latest date for
Admission is 21 August 2017 (the "Long Stop Date").
2. Details of the Placing
finnCap has today entered into the Placing Agreement pursuant to
which, subject to the conditions set out in such agreement, they
have agreed to use their reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price with
certain institutional and other investors.
No element of the Placing is underwritten.
The Placing of the New Placing Shares is conditional upon the
Placing Agreement becoming unconditional in all respects.
The Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive dividends and other distributions declared or
made following Admission.
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. Admission is
conditional upon, amongst other things, the conditions in the
Placing Agreement being satisfied and the Placing Agreement not
having been terminated in accordance with its terms. It is expected
that Admission will become effective at 8.00 a.m. on 19 July 2017
and that dealings in the Placing Shares will commence at that
time.
3. Bookbuild
finnCap is proceeding with a share placing bookbuild process
(the "Bookbuild") for the purpose of assessing demand from
institutional and other investors for subscribing for Placing
Shares at the Placing Price and the Company then issuing those
shares under the Placing to raise up to GBP2.6 million for the
Company before expenses. finnCap is acting as the Company's agent
in respect of the Bookbuild and the Placing.
The Bookbuild is expected to close at or before 12.00 noon
today. The Company will then release an announcement through the
London Stock Exchange's Regulatory Information Service confirming
the number of Placing Shares to be issued and the amount to be
raised under the Placing. finnCap will determine the basis for
allocating Placing Shares to bids submitted to it 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. finnCap may carry out the Placing by any
alternative method to the Bookbuild as it chooses. Neither finnCap
nor any other finnCap Person will have any liability to Placees
(subject to applicable law) or to anyone else other than the
Company in respect of the Placing or in respect of its conduct of
the Bookbuild or of any alternative method that it may adopt for
carrying out the Placing.
The Company and finnCap may, by agreement with each other,
increase the amount to be raised through the Placing. The Company
also reserves the right to allow officers of the Company and/or
Group employees to subscribe for some of the Placing Shares at the
Placing Price, with finnCap's agreement, on substantially the same
or similar terms as apply to those FSMA Qualified Investors
subscribing for shares under the Placing.
4. Participation and settlement
Participation in the Bookbuild is only available to persons who
are invited to participate in it by finnCap.
If you are invited to participate in the Bookbuild and wish to
do so, you should communicate your bid by telephone to your usual
broking contact at finnCap. Each bid should state the number of
Placing Shares which you wish to subscribe for at the Placing
Price. If your bid is successful, in whole or in part, your
allocation will be confirmed orally following the close of the
Bookbuild. finnCap's 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 finnCap's agreement, 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. Settlement instructions will accompany each written
confirmation and, on receipt, should be confirmed back to finnCap
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. finnCap reserves the right to require settlement for and/or
delivery to any Placee of any Placing Shares to be made by such
other means as it may deem appropriate if delivery or settlement is
not possible or practicable within the CREST system within the
timetable set out in this announcement. 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
promptly 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 and
finnCap. 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 on the terms contained in it. No admission
document for the purposes of the AIM Rules nor any prospectus is
required to be published, or has been or will be published, in
relation to the Placing or the Placing Shares.
5. Placing conditions
Under the terms of the Placing Agreement finnCap has agreed to
use its reasonable endeavours as the Company's agent to procure
subscribers for Placing Shares at the Placing Price.
The Placing is conditional on (i) finnCap's obligations under
the Placing Agreement not being terminated in accordance with its
terms, (ii) the passing of the resolutions at a general meeting of
the Company that is to be proposed in the notice of that meeting
that is to be included in the Company's circular to its
shareholders concerning the Placing and the Open Offer, (iii)
Admission taking place not later than 8.00 a.m. on 19 July 2017,
and (iv) finnCap's obligations under the Placing Agreement becoming
unconditional in all other respects. finnCap may extend the time
and/or date for the fulfilment of any of the conditions in the
Placing Agreement to a time no later than 5.00 p.m. on the Long
Stop Date. If any such condition is not fulfilled (and, if capable
of waiver under the Placing Agreement, is not waived by finnCap) 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.
finnCap may terminate its obligations under the Placing
Agreement prior to Admission in certain circumstances including,
among other things, following a material breach of the Placing
Agreement by the Company. The exercise of any right of termination
pursuant to the Placing Agreement, any waiver of any condition in
the Placing Agreement and any decision by finnCap whether or not to
extend the time for satisfaction of any condition in the Placing
Agreement are within finnCap's absolute discretion (as is the
exercise of any right or power of finnCap under the terms of this
Appendix). finnCap will have no liability to you or to anyone else
in respect of any such termination, waiver or extension or any
decision to exercise or not to exercise any such right of
termination, waiver or extension.
6. Placees' warranties and undertakings
By communicating a bid to finnCap under the Bookbuild you will
irrevocably acknowledge and confirm and warrant and undertake to,
and agree with, each of the Company and finnCap, 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 London Stock Exchange's AIM Rules for Companies or under
the EU Market Abuse Regulation (596/2014) to disclose publicly in
the correct manner all such information as is then 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 finnCap in relation to the Placing
and finnCap is 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 its clients;
(g) you have not been, and will not be, given any warranty or
representation by any finnCap Person in relation to any Placing
Shares, the Company or any other member of its Group and no finnCap
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 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 finnCap or
puts in place with finnCap;
(i) 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 finnCap such evidence, if any, as to the identity or
location or legal status of any person which finnCap 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 finnCap 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 finnCap may decide;
(j) you have complied and will comply with all applicable
provisions of the FSMA 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;
(k) you are a person (i) falling within Article 19(5) and/or
Article 49(2)(a) to (d) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or (ii) a person to whom this
Announcement may otherwise be lawfully communicated;
(l) 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 finnCap 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 Directive 2003/71/EC
(known as the Prospectus Directive) acting as agent for such
person, and (iv) such person is either (1) a FSMA Qualified
Investor or (2) a "client" (as defined in section 86(2) of FSMA) of
yours that 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;
(m) 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 to any Ordinary Shares in accordance
with FSMA or the UK Prospectus Rules or in accordance with any
other laws applicable in any part of the European Union or the
European Economic Area;
(n) you will not treat any Placing Shares in a 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 or cause the Company or finnCap to contravene any such
legislation;
(o) (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 (unless
otherwise expressly agreed with finnCap) neither within the United
States nor a US person, (iv) you have not offered, sold or
delivered and will not offer sell or deliver any of the Placing
Shares to persons 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;
(p) finnCap may satisfy its 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 other finnCap Person or any
person associated with any finnCap Person to do so or by allowing
officers of the Company and/or Group employees to subscribe for
Placing Shares under the Placing at the Placing Price;
(q) time is of essence as regards your obligations under this Appendix;
(r) this Appendix and any contract which may be entered into
between you and finnCap and/or the Company pursuant to this
Appendix or the Placing, and all non-contractual obligations
arising between you and finnCap and/or the Company 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 and finnCap will
have the right to bring enforcement proceedings in respect of any
judgement obtained against you in the English courts or in the
courts of any other relevant jurisdiction;
(s) each right or remedy of the Company or finnCap 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; and
(t) 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 finnCap.
7. Payment default
Your entitlement to receive any Placing Shares will be
conditional on finnCap's receipt 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 finnCap may
decide, and otherwise in accordance with that confirmation's terms.
finnCap may waive this condition, and will not be liable to you for
any decision to waive it or not.
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 full 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 or, as applicable, finnCap 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,
finnCap (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 and to finnCap for the full amount of any losses and of any
costs which it may suffer or incur as a result of it (i) 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 finnCap for value by the
required time referred to above at the rate of two percentage
points above the base rate of National Westminster Bank plc.
8. 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. FSMA Qualified Investors who seek to participate
in the Placing must inform themselves about and observe any such
restrictions. In particular, this document 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,
Canada, Japan, the Republic of Ireland, the Republic of South
Africa or Australia or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful. New
Ordinary 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 of 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 New
Ordinary Shares is being or will be made in the United States.
DEFINITIONS
In addition to the terms previously defined, the following
definitions apply throughout this Announcement unless the context
otherwise requires:
"Admission" the admission of the Placing
Shares ,Subscription Shares
and, to the extent taken
up, Open Offer Shares
to trading on AIM becoming
effective in accordance
with the AIM Rules
"AIM" the market of that name
operated by London Stock
Exchange
"AIM Rules" the AIM Rules for Companies,
published by London Stock
Exchange
"Application Form" the application form for
use by Qualifying Non-CREST
Shareholders in connection
with the Open Offer
"Board" the board of directors
of the Company
"Company" or "Omega" Omega Diagnostics Group
plc
"CREST" the relevant system (as
defined in the Uncertificated
Securities Regulations
2001) for the paperless
settlement of trades and
the holding of uncertificated
securities operated by
Euroclear UK & Ireland
Limited
"Directors" the directors of the Company
"Enlarged Issued Share all of the Ordinary Shares
Capital" in issue on Admission,
assuming full take up
of the Open Offer Shares
"Excess Application Facility" the arrangement pursuant
to which Qualifying Shareholders
may apply for additional
Open Offer Shares in excess
of their Open Offer Entitlement
in accordance with the
terms and conditions of
the Open Offer
"Excess CREST Open Offer in respect of each Qualifying
Entitlements" CREST Shareholder, the
entitlement (in addition
to his Open Offer Entitlement)
to apply for Open Offer
Shares pursuant to the
Excess Application Facility,
which is conditional on
him taking up his Open
Offer Entitlement in full
and which may be subject
to scaling back in accordance
with the provisions of
the Circular
"Excess Open Offer Entitlements" an entitlement for each
Qualifying Shareholder
to apply to subscribe
for Open Offer Shares
in addition to his Open
Offer Entitlement pursuant
to the Excess Application
Facility which is conditional
on him taking up his Open
Offer Entitlement in full
and which may be subject
to scaling back in accordance
with the provisions of
the Circular
"Excess Shares" Open Offer Shares applied
for by Qualifying Shareholders
under the Excess Application
Facility
"Ex-entitlement Date" the date on which the
Existing Ordinary Shares
are marked "ex" for entitlement
under the Open Offer,
being 30 June 2017
"Existing Ordinary Shares" the 108,745,669 existing
ordinary shares of 4 pence
each in issue at the date
of this announcement,
all of which are admitted
to trading on AIM
"FCA" the Financial Conduct
Authority
"finnCap" finnCap Limited
"Form of Proxy" the form of proxy for
use by Shareholders in
connection with the General
Meeting
"FSMA" the Financial Services
and Markets Act 2000
"Fundraising" together the Placing,
the Subscription and the
Open Offer
"General Meeting" the general meeting of
the Company convened for
10.00 a.m. on 18 July
2017
"Group" the group comprising the
Company and its subsidiary
undertakings
"Issue Price" 18 pence per New Ordinary
Share
"London Stock Exchange" London Stock Exchange
plc
"Money Laundering Regulations" the Money Laundering Regulations
2007
"New Ordinary Shares" together, the Placing
Shares ,the Subscription
Shares and the Open Offer
Shares
"Ordinary Shares" ordinary shares of 4 pence
each in the capital of
the Company
"Open Offer" the conditional invitation
by the Company to Qualifying
Shareholders to apply
to subscribe for the Open
Offer Shares at the Issue
Price on the terms and
subject to the conditions
set out in the Circular
and, in the case of Qualifying
Non-CREST Shareholders,
in the Application Form
"Open Offer Entitlement" the individual entitlements
of Qualifying Shareholders
to subscribe for Open
Offer Shares allocated
to Qualifying Shareholders
pursuant to the Open Offer
"Open Offer Shares" the up to 5,723,456 new
Ordinary Shares to be
issued by the Company
pursuant to the Open Offer
"Overseas Shareholders" Shareholders with a registered
address outside the United
Kingdom
"Placing" the proposed conditional
placing of the Placing
Shares pursuant to the
Placing Agreement
"Placing Agreement" the agreement dated 30
June 2017 between the
Company and finnCap relating
to the Placing
"Placing Shares" up to 13,116,881 new Ordinary
Shares
"Prospectus Rules" the prospectus rules made
by the FCA pursuant to
section 73A of FSMA
"Qualifying Shareholders" holders of Existing Ordinary
Shares on the register
of members of the Company
at the Record Date but
excluding any Overseas
Shareholder who has a
registered address in
any Restricted Jurisdiction
"Receiving Agent" or "Registrar" Share Registrars Limited
"Record Date" 29 June 2017
"Regulatory Information a service approved by
Service" the FCA for the distribution
to the public of regulatory
announcements and included
within the list maintained
on the FCA's website
"Resolutions" the resolutions set out
in the Notice of General
Meeting
"Shareholders" holders of Ordinary Shares
"Subscription" the proposed subscription
to be made by Kieron Harbinson
and David Evans, Finance
Director and Non-Executive
Chairman of the Company
respectively, for 1,166,666
New Ordinary Shares at
the Issue Price
"Subscription Shares" up to 1,166,666 New Ordinary
Shares to be issued pursuant
to the Subscription
"UK" the United Kingdom of
Great Britain and Northern
Ireland
"US" or "United States" the United States of America,
each State thereof, its
territories and possessions
(including the District
of Columbia) and all other
areas subject to its jurisdiction
"uncertificated" or "in an Ordinary Share recorded
uncertificated form" on a company's share register
as being held in uncertificated
form in CREST and title
to which, by virtue of
the CREST Regulations,
may be transferred by
means of CREST
"GBP", "pounds sterling", are references to the
"pence" or "p" lawful currency of the
United Kingdom
"EUR" or "Euros" are references to a lawful
currency of the European
Union
PLACING, SUBSCRIPTION AND OPEN OFFER STATISTICS
Issue Price 18 pence
Number of Placing Shares up to 13,116,881
Number of Subscription Shares up to 1,166,666
Placing Shares and Subscription Shares 11.1 per
as a percentage of the Enlarged Issued cent.
Share Capital
Gross proceeds of the Placing and Subscription* GBP2.6
million
Net proceeds of the Placing and Subscription* GBP2.4
million
Number of Open Offer Shares (in aggregate)* up to 5,723,456
Open Offer Shares as a percentage of 4.4 per
the Enlarged Issued Share Capital* cent
Proceeds of the Open Offer* approximately
GBP1.0
million
Number of Ordinary Shares in issue on
the date of this document 108,745,669
Enlarged Issued Share Capital* 128,752,672
New Ordinary Shares as a percentage 18.4 per
of the Existing Ordinary Shares* cent.
Open Offer Basic Entitlements ISIN GB00BF1XK246
Open Offer Excess Entitlements ISIN GB00BF1XK352
*Assuming take-up in full of the Open Offer by Qualifying
Shareholders and full take up under the Placing and
Subscription
EXPECTED TIMETABLE
Record Date for entitlement Close of business
under the Open Offer on 29 June 2017
Announcement of the Placing 30 June 2017
and Open Offer
Ex-entitlement date of the 8.00 a.m. on 30
Open Offer June 2017
Publication and Posting of 30 June 2017
this document, Form of Proxy
and, in respect of Qualifying
non-CREST Shareholders, the
Application Form
Open Offer Entitlements and 3 July 2017
Excess Open Offer Entitlements
credited to stock accounts
in CREST of Qualifying CREST
Shareholders
Latest recommended time and 4.30 p.m. on 11
date for requested withdrawal July 2017
of Basic Open Offer Entitlements
and Excess CREST Open Offer
Entitlements from CREST
Latest time and date for depositing 3.00 p.m. on 12
Open Offer Entitlements and July 2017
Excess CREST Open Offer Entitlements
in CREST
Latest time and date for splitting 3.00 p.m. on 13
Application Forms (to satisfy July 2017
bona fide market claims only)
Latest time and date for receipt 10.00 a.m. on 16
of Forms of Proxy and CREST July 2017
voting instructions
Latest time and date for receipt 11.00 a.m. on 17
of Application Forms and payment July 2017
in full under the Open Offer
and settlement of relevant
CREST instructions (as appropriate)
General Meeting 18 July 2017
Results of the General Meeting 18 July 2017
and the Open Offer announced
Admission and dealings in the 19 July 2017
New Ordinary Shares expected
to commence on AIM
Where applicable, expected 19 July 2017
date for CREST accounts to
be credited in respect of New
Ordinary Shares in uncertificated
form
Where applicable, expected 26 July 2017
date for despatch of definitive
share certificates for New
Ordinary Shares in certificated
form
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company and finnCap. If any of the
above times and/or dates should change, the revised times and/or
dates will be announced through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the
General Meeting are conditional on the passing of the Resolutions
at the General Meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFLMLTMBJTBRR
(END) Dow Jones Newswires
June 30, 2017 02:01 ET (06:01 GMT)
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