THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE
INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
31 July 2024
Oxford Nanopore Technologies plc
("Oxford Nanopore" or the "Company")
Oxford Nanopore attracts investment from Novo
Holdings and announces proposed placing of new ordinary
shares
Oxford Nanopore (LSE: ONT), the company delivering a
new generation of molecular sensing technology based on nanopores,
today announces an equity issue to raise aggregate gross proceeds
of approximately £75 million (the "Equity Issue"). The Equity Issue
comprises the issue of new ordinary shares of £0.0001 each in the
capital of the Company ("New
Ordinary Shares"), at an issue price of 120 pence per New
Ordinary Share through:
· a strategic investment
from Novo Holdings A/S ("Novo
Holdings"), a world leading life sciences investor, of up to
£60 million, pursuant to which Novo Holdings has committed to
subscribe for New Ordinary Shares (the "Subscription Shares") at the Placing
Price (the "Subscription"). At the discretion
of the Company, the Subscription may be reduced in part by amounts
raised under the Placing (as defined below), provided that the
Subscription shall not be less than £50 million; and
· a placing to
institutional investors by the issue of New Ordinary Shares (the
"Placing Shares") at the
Placing Price (the "Placing").
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement.
Together, the total number of New Ordinary Shares
will be approximately 7 percent of the existing issued share
capital of the Company.
Dr. Gordon
Sanghera, CEO, Oxford Nanopore said:
"Novo Holdings
is one of the world's top life sciences investors, and we are
delighted to welcome them as a long-term shareholder. The Novo
Holdings team brings deep knowledge of the biopharmaceutical
market, including biomanufacturing, a key growth area for Oxford
Nanopore. Our technology platform is uniquely suited to address the
needs of this industry where information-rich, rapid and simplified
sequencing are critical to developing and delivering
biopharmaceuticals faster and with less complexity. We look forward
to their support given our commitment to biopharma as one of our
strategic growth vectors."
Dr. Daniel
Mahony, Senior Partner, Growth Investments, Novo Holdings
said:
"Oxford
Nanopore has made impressive ongoing progress to advance its
technology platform and gain commercial traction. This investment
underscores our belief in Oxford Nanopore's platform and its
expanding opportunity in biopharmaceuticals, where rapid
sequencing, richer data and a streamlined platform can support
discovery and delivery of new drug therapies. We are confident in
Oxford Nanopore's long-term value proposition after extensive due
diligence within the biopharma community and analysis of their
robust and extensive IP portfolio, and we look forward to
supporting the Company going forward."
Rationale for the Equity Issue and Use of
Proceeds
Novo Holdings is a leading, long-term global
healthcare investor with €149 billion under management and
significant experience in developing growth companies like Oxford
Nanopore to unlock drive long-term value creation.
Novo Holdings has committed a strategic investment of up to £60
million. If such amount is scaled back by proceeds raised from the
Placing (by a maximum of £10 million), Novo Holdings currently
intends, subject, inter alia, to availability and price, to add
over time to their initial primary investment through further
market purchases up to the amount scaled back.
Novo Holdings has made this investment after
evaluating the long-term growth opportunities for
Oxford Nanopore, in particular those within the Biopharma industry,
and after a thorough review of Oxford Nanopore's broad patent
portfolio.
This investment reinforces and validates Oxford
Nanopore's strategy and future growth plans across each of its end
markets, including Life Sciences Research Tools, Clinical and
Applied industrial, building towards its
long-term opportunity of bringing faster, richer, more affordable
and accessible molecular information to broad market needs.
In Biopharma manufacturing, Oxford
Nanopore's platform is being evaluated by top Biopharma companies.
Oxford Nanopore's streamlined platform is enabling customers to
replace multiple existing tests and technologies with a more
efficient and effective approach, allowing for the development and
delivery of biopharmaceuticals faster and with less
complexity.
The net proceeds from the Subscription and the
Placing will be used for general corporate purposes. There is no
change to the already stated 2024 and medium-term financial
guidance with the incremental funds adding to Oxford Nanopore's
already strong financial position, providing for further headroom
to implement our business plan through adjusted EBITDA breakeven in
2027 and cashflow breakeven in 2028.
The proposed issue and allotment of the New Ordinary
Shares is within the existing shareholder authorities granted to
the Company at its Annual General Meeting held on 10 June 2024. The
board of directors of the Company believes that the Placing and
Subscription are in the best interests of shareholders and the
Company's wider stakeholders.
Details of the Placing
Prior to launch of the Placing, the Company consulted
with its shareholders. Feedback from this consultation was
supportive and as a result the board of directors of the Company
has concluded that the Placing is in the best interests of
shareholders and wider stakeholders and will promote the long-term
success of the Company. Accordingly, the Company has chosen to
proceed with the Placing.
Citigroup Global Markets Limited ("Citi") and J.P. Morgan
Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) ("J.P.
Morgan Cazenove") and Joh. Berenberg, Gossler &
Co. KG ("Berenberg"
and, together with Citi and J.P. Morgan Cazenove,
the "Joint
Bookrunners") are acting as
Joint Global Coordinators, Joint Bookrunners and Joint Corporate
Brokers in connection with the Placing.
The Placing is subject to the terms and conditions
set out in the Appendix to this announcement (which forms part of
this announcement, such announcement and the Appendix together
being the "Announcement").
The Joint Bookrunners will today commence the Bookbuild in respect
of the Placing. The book will open with immediate effect following
this Announcement. The timing of the closing of the book and
allocations are at the discretion of the Joint Bookrunners and
Oxford Nanopore. Details of the number of Placing Shares and the
number of Subscription Shares will be announced as soon as
practicable after the close of the Bookbuild.
The New Ordinary Shares, if issued, will be fully
paid and will rank pari
passu in all respects with the existing ordinary shares of
the Company, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
As per the new U.K. listing regime, application will
be made for the New Ordinary Shares to be admitted to the
"transition" listing segment of the Official List (the
"Official List") of the
Financial Conduct Authority (the "FCA") and to be admitted to trading on
the main market for listed securities of the London Stock Exchange
plc (the "London Stock
Exchange") (together, "Admission"). Settlement of the New
Ordinary Shares and Admission are expected to take place on or
around 8.00 a.m. on 5 August 2024.
The Placing is conditional, among other things, upon
Admission becoming effective and the placing agreement between the
Company and the Joint Bookrunners (the "Placing Agreement") not being
terminated in accordance with its terms. The Appendix sets out
further information relating to the Bookbuild and the terms and
conditions of the Placing.
On 31 July 2024, the Company entered into a
subscription agreement with Novo Holdings (the "Subscription Agreement") pursuant to
which Novo Holdings committed to subscribe up to £60 million of
Subscription Shares at the Placing Price, subject to the terms set
out therein. At the discretion of the Company, the
Subscription may be reduced in part by amounts raised under the
Placing, provided that the Subscription shall not be less than £50
million. The Subscription is conditional on Admission
becoming effective. The Subscription is not conditional upon the
Placing.
About Novo Holdings A/S
Novo Holdings is a holding and
investment company that is responsible for managing the assets and
the wealth of the Novo Nordisk Foundation. The purpose of Novo
Holdings is to improve people's health and the sustainability of
society and the planet by generating attractive long-term returns
on the assets of the Novo Nordisk Foundation. Wholly owned by
the Novo Nordisk Foundation, Novo Holdings is the controlling
shareholder of Novo Nordisk A/S and Novonesis A/S (Novozymes A/S)
and manages an investment portfolio with a long-term return
perspective. In addition to managing a broad portfolio of equities,
bonds, real estate, infrastructure and private equity assets, Novo
Holdings is a world-leading life sciences investor. Through its
Seed, Venture, Growth, Asia, Planetary Health and Principal
Investments teams, Novo Holdings invests in life science companies
at all stages of development. As of year-end 2023, Novo
Holdings had total assets of €149 billion.
www.novoholdings.dk
The person responsible for making
this Announcement on behalf of the Company is Hannah Coote, Company Secretary of Oxford Nanopore.
This Announcement should be read in its entirety. In
particular, you should read and understand the information provided
in the "Important Notices" section of this Announcement.
Investors who have chosen to participate in the Placing will
(i) be deemed to have read and understood this Announcement, in its
entirety; and (ii) be making such offer on the terms and conditions
contained in the Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the
basis that they have provided) the representations, warranties,
acknowledgements and undertakings set out therein.
For further information on the Announcement, please
contact:
Oxford Nanopore plc:
Investor Enquiries
Media Enquiries
|
ir@nanoporetech.com
media@nanoporetech.com and
OxfordNanoporeTechnologies@teneo.com
|
Citigroup Global Markets Limited
(Joint Global Coordinator, Joint Bookrunner and
Joint Corporate Broker)
+44 (0)20 7500 5000
Robert Way
Richard Abel
Patrick Evans
J.P. Morgan Cazenove (Joint Global
Coordinator, Joint Bookrunner and Joint Corporate
Broker)
+44 (0)20 7742
4000
James Mitford
Manita Shinh
Virginie de Grivel Nigam
Berenberg (Joint Global Coordinator, Joint
Bookrunner and Joint Corporate Broker)
+44 (0)20 3207 7800
Ben Wright
Toby Flaux
Detlir Elezi
IMPORTANT
NOTICES
No action has been taken by the
Company, Citi,
J.P. Morgan Cazenove or Berenberg
or any of their respective Affiliates (as defined
in the Appendix to this Announcement), or any of its or their
respective agents, directors, officers or employees (collectively,
"Representatives") that
would, or which is intended to, permit an offer of the securities
referred to herein or result in the possession or distribution of
this Announcement or any other offering or publicity material
relating to the securities referred to herein in any jurisdiction
where action for that purpose is required. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Persons into whose
possession this Announcement comes shall inform themselves about,
and observe, such restrictions.
No prospectus will be made available
in connection with the matters contained in this Announcement and
no such prospectus is required (in accordance with the Prospectus
Regulation (EU) 2017/1129 as amended from time to time (the
"Prospectus Regulation")
and the Prospectus Regulation as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the
"UK Prospectus Regulation")
to be published. Persons needing advice should consult an
independent financial adviser.
This Announcement has been issued by
and is the sole responsibility of the Company. No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners or by any of their respective
Affiliates or Representatives as to, or in relation to, the
contents of the information contained in this Announcement or any
other written or oral information made available to or publicly
available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of any of
the Joint Bookrunners or any of their respective Affiliates or
Representatives in connection with the Company, the Placing Shares
or the Subscription Shares and any liability therefor is expressly
disclaimed. The Joint Bookrunners and each of their respective
Affiliates or Representatives accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by any of the Joint
Bookrunners or any of their respective Affiliates or
Representatives as to the accuracy, completeness or sufficiency of
the information contained in this Announcement.
Members of the public are not
eligible to take part in the Placing. This Announcement and the
terms and conditions set out herein are for information purposes
only and are directed at and my only be communicated to (a) in the
European Economic Area ("EEA"), persons who are "qualified
investors" within the meaning of Article 2(e) of Prospectus
Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the
United Kingdom, at Qualified Investors within the meaning of
Article 2(e) of the UK Prospectus Regulation who are also (i)
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (ii) high net
worth bodies corporate, unincorporated associations and
partnerships and trustees of high value trusts as described in
Article 49(2) of the Order; or (c) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred
to as "Relevant
Persons").
Any investment or investment
activity to which this Announcement relates is only available to,
and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that is
lawful to do so. This Announcement is for information purposes only
and shall not constitute an offer to sell or issue or the
solicitation of an offer to buy, subscribe for or otherwise acquire
securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this
Announcement and the offering, placing and/or issue of the Placing
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or the Joint Bookrunners or any of
their respective Affiliates that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
THIS ANNOUNCEMENT, INCLUDING THE
APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.
This communication is not a public
offer of securities for sale in the United States. No public
offering of the New Ordinary Shares has been or will be made in the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities
Act") or the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
transferred or delivered, directly or indirectly in, into or within
the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or any other jurisdiction of the United
States.
The Placing has not been, and will
not be, approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any State securities commission or any
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 unlawful.
UK
Product Governance Requirements
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as respectively defined in paragraphs 3.5 and 3.6 of the FCA
Handbook Conduct of Business Sourcebook ; and (ii) eligible for
distribution through all permitted distribution channels (the
"UK Target Market
Assessment"). Notwithstanding the UK 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 UK 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 UK Target Market Assessment Citi and J.P.
Morgan Cazenove will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the UK
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or
10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action
whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the securities referred to herein and determining
appropriate distribution channels.
EU
Product Governance Requirements
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended,
("MiFID II"); (b) Articles
9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "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 such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
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 Citi,
J.P. Morgan Cazenove and Berenberg will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or
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.
Forward looking information
This Announcement contains (or may
contain) certain forward-looking statements with respect to certain
of the Company's current expectations and projections about future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
sometimes use words such as "aim", "anticipate", "believe",
"intend", "plan" "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts and reflect the
directors' beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. These statements are subject to unknown risks,
uncertainties and other factors, many of which are beyond the
Company's control, that could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements. Statements contained in this Announcement regarding
past trends or activities should not be taken as a representation
that such trends or activities will continue in the future. The
information contained in this Announcement is subject to change
without notice and, except as required by applicable law, neither
the Company nor the Joint Bookrunners assume any responsibility or
obligation and each expressly disclaim any obligation or
undertaking to update publicly or review any of the forward-looking
statements contained herein, whether as a result of new
information, future events or otherwise, unless required to do so
by applicable law or regulation. You should
not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.
Any indication in this Announcement
of the price at which New Ordinary Shares have been bought or sold
in the past cannot be relied upon as a guide to future performance.
No statement in this Announcement is intended as a profit forecast
or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the
Company, as appropriate, for the current or future years will
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company. Past performance is no guide for future
performance and persons reading this Announcement should consult an
independent financial adviser.
This Announcement does not
constitute a recommendation to acquire any securities of the
Company. 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 the Joint Bookrunners.
Persons (including, without
limitation, 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.
In connection with the Placing, the
Joint Bookrunners may release communications to the market as to
the extent to which the book is "covered". A communication that a
transaction is, or that the books are, "covered" refers to the
position of the order book at that time. It is not an assurance
that the books will remain covered, that the transaction will take
place on any terms indicated or at all, or that if the transaction
does take place, the securities will be fully distributed by the
Joint Bookrunners.
Citi and J.P. Morgan Cazenove are
each authorised by the Prudential Regulatory Authority and
regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority. Berenberg, is
authorised and regulated by the German Federal Financial
Supervisory Authority, and in the UK, authorised and regulated by
the FCA. Each of the Joint Bookrunners is acting exclusively for
the Company and no one else in connection with the Placing, the
content of this Announcement and other matters described in this
Announcement. The Joint Bookrunners will not regard any other
person as their respective clients in relation to the Placing, the
content of this Announcement and other matters described in this
Announcement and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to their respective clients or for providing advice to any
other person in relation to the Placing, the content of this
Announcement or any other matters referred to in this
Announcement.
In connection with the Placing, each
of the Joint Bookrunners and any of their Affiliates, acting as
investors for their own account, may take up a portion of the
shares in the Placing as a principal position and in that capacity
may retain, purchase, sell, offer to sell for their own accounts
such shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint
Bookrunners and any of their Affiliates acting in such capacity. In
addition, the Joint Bookrunners and any of their Affiliates may
enter into financing arrangements (including swaps) with investors
in connection with which the Joint Bookrunners and any of their
respective Affiliates may from time to time acquire, hold or
dispose of shares. The Joint Bookrunners do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do
so.
The most recent Annual Report of the
Company's group (the "Group") and other information about the
Group are available on the Oxford Nanopore website at
www.nanoporetech.com. Neither the contents of the Company's website
(or any other website) nor the content of any website accessible
from hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this Announcement. The Placing
Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
APPENDIX: TERMS AND
CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING
THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE
"ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION");
OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE
MEANING OF THE PROSPECTUS REGULATION AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS
REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL
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 (ALL SUCH PERSONS REFERRED
TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS
"RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS
OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF, OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED
STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE 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. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED KINGDOM, THE UNITED
STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised
terms in this Appendix have the meanings ascribed to them in
Appendix.
This Announcement is for information
only and does not itself constitute or form part of an offer to
sell or issue or the solicitation of an offer to buy or subscribe
for securities referred to herein in any jurisdiction including,
without limitation, the United States, any other Restricted
Territory (as defined below) or in any jurisdiction where such
offer or solicitation is unlawful. No public offering of the
Placing Shares will be made in the United Kingdom, the United
States, any other Restricted Territory or elsewhere.
This Announcement, and the
information contained herein, is not for release, publication or
distribution, directly or indirectly, to persons in the United
States, Australia, Canada, the Republic of South Africa or Japan
(each a "Restricted
Territory") or in any jurisdiction in which such publication
or distribution is unlawful. The distribution of this Announcement,
the Placing and/or the offer or sale of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, Citigroup Global Markets Limited
("Citi") or J.P. Morgan
Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) ("J.P.
Morgan Cazenove") or Joh. Berenberg, Gossler & Co. KG
("Berenberg", and together with Citi and J.P.
Morgan Cazenove, the "Joint
Bookrunners") or any of their respective Affiliates or
Representatives which would permit an offer of the Placing Shares
or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
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 such action. Persons into
whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, any such restrictions.
All offers of the Placing Shares
will be made pursuant to an exemption under the UK Prospectus
Regulation (in respect of the UK) and the Prospectus Regulation (in
respect of any member state of the EEA) from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not
apply.
The Placing has not been, and will
not be, approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any State securities commission or any
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 unlawful.
Subject to certain exceptions, the
securities referred to in this Announcement may not be offered or
sold in any Restricted Territory or to, or for the account or
benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a
Restricted Territory or of any other jurisdiction in which it would
be unlawful to make or accept an offer to acquire the Placing
Shares.
No prospectus has been filed with
any securities commission or similar regulatory authority in Canada
in connection with the offer and sale of the Placing Shares. No
securities commission or similar regulatory authority in Canada has
reviewed or in any way passed upon this document or the merits of
the Placing Shares and any representation to the contrary is an
offence. In Canada, the Placing Shares may only be offered and sold
on a private placement basis in the provinces of Alberta, British
Columbia, Ontario and Quebec pursuant to an exemption from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws. Any resale of Placing Shares
acquired by a Canadian investor in the Placing must be made in
accordance with applicable Canadian securities laws, which resale
restrictions may under circumstances apply to resales of the
Placing Shares outside of Canada.
If, in connection with a
distribution of an eligible foreign security as defined in Ontario
Securities Commission Rule 45-501 Ontario Prospectus and Registration
Exemptions, we deliver to you an offering document that
constitutes an offering memorandum under applicable securities laws
in Canada, you may have, depending on the province or territory of
Canada in which the trade was made to you, remedies for rescission
or damages if the offering memorandum (including any amendment
thereto) contains a misrepresentation, provided that the remedies
for rescission or damages are exercised by you within the time
limit prescribed by the securities legislation of your province or
territory. You should refer to any applicable provisions of the
securities legislation of your province or territory for the
particulars of these rights or consult with a legal
advisor.
This Announcement does not
constitute, or purport to include the information required of, a
disclosure document under Chapter 6D of the Corporations Act 2001
(Cth) (the "Corporations
Act") or a product disclosure statement under Chapter 7 of
the Corporations Act and will not be lodged with the Australian
Securities and Investments Commission. No offer of securities is
made pursuant to this Announcement in Australia except to a person
who is: (i) either a "sophisticated investor" within the meaning of
section 708(8) of the Corporations Act or a "professional investor"
within the meaning of section 9 and section 708(11) of the
Corporations Act; and (ii) a "wholesale client" for the purposes of
section 761G of the Corporations Act (and related regulations) who
has complied with all relevant requirements in this respect. No
Placing Shares may be offered for sale (or transferred, assigned or
otherwise alienated) to investors in Australia for at least 12
months after their issue, except in circumstances where disclosure
to investors is not required under Part 6D.2 of the Corporations
Act.
This Announcement has not been
registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this Announcement and any other document or
material in connection with the offer or sale, or invitation for
subscription or purchase, of the Placing Shares may not be
circulated or distributed, nor may the Placing Shares be offered or
sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to any person in
Singapore other than (i) to an institutional investor (as defined
in Section 4A of the SFA) pursuant to Section 274 of the SFA or
(ii) to an accredited investor (as defined in Section 4A of the
SFA) pursuant to and in accordance with the conditions specified in
Section 275 of the SFA and (where applicable) Regulation 3 of the
Securities and Futures (Classes of Investors) Regulations
2018.
Any reference to the "SFA" is a reference to the Securities
and Futures Act 2001 of Singapore and a reference to any term as
defined in the SFA or any provision in the SFA is a reference to
that term or provision as modified or amended from time to time
including by such of its subsidiary legislation as may be
applicable at the relevant time.
This Announcement is not a
prospectus under the Companies (Winding up and Miscellaneous
Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the
"CWUMPO"), and nor is it
required to be authorised under section 103 of the Securities and
Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the
"SFO"). You are advised to
exercise caution in relation to the Placing. If you are in any
doubt about any of the contents of this Announcement, you should
obtain independent professional advice. This Announcement has not
been reviewed by any regulatory authority in Hong Kong and it has
not been, and will not be, registered as a prospectus under the
CWUMPO. No action has been taken in Hong Kong for this Announcement
to be authorised or registered or to permit the distribution of
this Announcement or any document issued in connection with it.
Accordingly, no Placing Shares have been or will be offered or sold
in Hong Kong, by means of any document, other than (i) to
"professional investors" (as defined in the SFO and rules made
thereunder) or (ii) in other circumstances which do not result in
the document being a "prospectus" as defined in the CWUMPO or which
do not constitute an offer to the public within the meaning of the
CWUMPO. No advertisement, invitation or document relating to the
Placing Shares has been or will be issued in Hong Kong or
elsewhere, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other
than with respect to the Placing Shares which are or are intended
to be disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the SFO and any rules made
thereunder.
This Announcement has been issued
by, and is the sole responsibility of, the Company. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by any of the Joint Bookrunners or any of their
respective Affiliates or Representatives as to or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any party or its advisers, and any liability therefore is
expressly disclaimed.
The Joint Bookrunners are acting
exclusively for the Company and no-one else in connection with the
Placing and are not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
None of the Company or the Joint
Bookrunners or their respective Affiliates or Representatives makes
any representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
By
participating in the Placing, Placees (including individuals, funds
or otherwise) by whom or on whose behalf a commitment to acquire
Placing Shares has been given will (i) be deemed to have read and
understood this Announcement, in its entirety; and (ii) be making
such offer on the terms and conditions contained in this Appendix,
including being deemed to be providing (and shall only be permitted
to participate in the Placing on the basis that they have provided)
the representations, warranties, acknowledgements and undertakings
set out herein .
In particular each such Placee
represents, warrants and acknowledges 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 and any account
with respect to which it exercises sole investment discretion, is
either (i) outside the United States subscribing for or purchasing
the Placing Shares in an offshore transaction as defined in and in
accordance with Regulation S under the Securities Act or (ii) a
"qualified institutional buyer" (each a "QIB") as defined in Rule 144A under the
Securities Act ("Rule
144A"); and
c) if it is a financial
intermediary, as that term is used in Article 2(d) of the
Prospectus Regulation and the UK Prospectus Regulation, that it
understands the resale and transfer restrictions set out in this
Appendix and that any Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member
state of the EEA to Qualified Investors or in the United Kingdom to
Relevant Persons, or in circumstances in which the prior consent of
the Joint Bookrunners has been given to each such proposed offer or
resale.
The Company and the Joint
Bookrunners will rely on the truth and accuracy of the foregoing
representations, warranties and acknowledgements. No representation
is made by any of the Joint Bookrunners to any Placees regarding an
investment in the Placing Shares.
Bookbuild
Following this Announcement, the
Joint Bookrunners will commence a bookbuilding process in respect
of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect. Members of the public are not
entitled to participate in the Placing. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing.
The Joint Bookrunners and the
Company shall be entitled to effect the Placing by such alternative
method to the Bookbuild as they may, in their sole discretion,
determine.
Details of the Placing Agreement and of the Placing
Shares
Citi, J.P. Morgan Cazenove and
Berenberg are acting as joint bookrunners, joint global
coordinators and joint corporate brokers in connection with the
Placing. The Joint Bookrunners have entered into an agreement with
the Company (the "Placing
Agreement"). The price per Ordinary Share at which the
Placing Shares are to be placed (the "Placing Price") is 120 pence. The final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the terms of subscription by the Company and the Joint
Bookrunners (the "Terms of
Subscription"). Under the Placing Agreement, the Joint
Bookrunners and the Company have agreed, subject to the conditions
set out therein, as agents for the Company, to use their respective
reasonable endeavours to procure Placees for the Placing Shares at
the Placing Price and as set out in the Placing Agreement, and, to
the extent that, following the execution the Terms of Subscription
(if executed) by all the parties to the Placing Agreement, any
Placee defaults in paying the Placing Price in respect of any of
the Placing Shares allocated to it, to subscribe as principal
severally (and not jointly or jointly and severally) in their
agreed proportions for such Placing Shares at the Placing Price on
the Closing Date. The execution of the Terms of Subscription, the
timing of the closing of the book and allocations are at the
discretion of the Company and the Joint Bookrunners. Details of the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild.
The Placing Shares have been duly
authorised and will, when issued, be credited as fully paid and
will rank pari passu in
all respects with the existing Ordinary Shares (other than treasury
shares which are non-voting and do not qualify for dividends),
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the Closing Date. The Placing Shares will be issued
free of any claims, encumbrances, liens, charges or other security
interests.
Application for admission to trading
The Company will apply to the
Financial Conduct Authority (the "FCA") for admission of the Placing
Shares to the "transition" listing segment of the Official List of
the FCA (the "Official
List") and to London Stock Exchange plc (the "London Stock Exchange") for admission
to trading of the Placing Shares on its Main Market for listed
securities ("Admission").
It is expected that Admission will
become effective at 8.00 a.m. on 5 August 2024 (or such later time
and/or date as may be agreed between the Company and the Joint
Bookrunners) and that dealings in the Placing Shares will commence
at that time.
Participation in, and principal terms of, the
Placing
1. The Joint Bookrunners
are arranging the Placing severally, and not jointly, nor jointly
and severally, as agents of the Company. Participation will only be
available to persons who may lawfully be, and are, invited to
participate by any of the Joint Bookrunners. Each of the Joint
Bookrunners and their respective Affiliates are entitled to enter
bids as principal in the Bookbuild.
2. The aggregate
proceeds to be raised through the Placing will be agreed between
the Joint Bookrunners and the Company following completion of the
Bookbuild.
3. To bid in the
Bookbuild, Placees should communicate their bid by telephone or in
writing to their usual sales contact at one of the Joint
Bookrunners. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire at the Placing
Price. Bids may be scaled down by the Joint Bookrunners on the
basis referred to in paragraph 6 below.
4. The Bookbuild is
expected to close no later than 10:00 p.m. (London time) on 31 July
2024 but may be closed earlier or later, at the discretion of the
Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
5. Each Placee's
allocation will be confirmed to Placees orally or in writing by the
relevant Joint Bookrunner following the close of the Bookbuild, and
a trade confirmation will be dispatched as soon as possible
thereafter. Subject to paragraph 7 below, the relevant Joint
Bookrunner's oral (or written) confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of such
Joint Bookrunner and the Company, under which such Placee agrees to
acquire the number of Placing Shares allocated to it and to pay the
relevant Placing Price at the times and on the terms and conditions
set out in this Appendix and in accordance with the Company's
corporate documents. The Company will make a further announcement
following the close of the Bookbuild detailing the number of
Placing Shares to be issued.
6. Subject to
paragraphs 2 and 3 above, the Joint Bookrunners
will, in effecting the Placing, agree with the Company the identity
of the Placees and the basis of allocation of the Placing Shares,
and may scale down any bids for this purpose on such basis as they
may determine. The Joint Bookrunners may also, notwithstanding
paragraphs 2 and 3 above and subject to the prior
consent of the Company, (i) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the
Joint Bookrunners.
7. The allocation of
Placing Shares to Placees located in the United States shall be
conditional on the execution, prior to the subscription for or
purchase of any Placing Shares, by each Placee of an Investor
Representation Letter in the form provided to it by one of the
Joint Bookrunners or its Affiliates.
8. A bid in the
Bookbuild will be made on the terms and subject to the conditions
in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Joint
Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the relevant Joint Bookrunner, to pay it (or as it may direct) at
the relevant time(s) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares that
such Placee has agreed to acquire. Such Placees' obligations will
be owed to the relevant Joint Bookrunner.
9. Except as required by
law or regulation, no press release or other announcement will be
made by any of the Joint Bookrunners or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
10. Irrespective of the time
at which a Placee's allocation(s) pursuant to the Placing is/are
confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same
times, on the basis explained below under "Registration and
Settlement".
11. All obligations under the
Bookbuild and Placing will be subject to fulfilment or (where
applicable) waiver of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the Placing
Agreement".
12. By participating in the
Bookbuild, each Placee agrees that its rights and obligations in
respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by
a Joint Bookrunner.
13. To the fullest extent
permissible by law, none of the Joint Bookrunners, the Company or
any of their respective Affiliates or Representatives, nor any
person acting on any of their respective behalfs, shall have any
responsibility or liability (whether in contract, tort or
otherwise) to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the Joint
Bookrunners, nor the Company, nor any of their respective
Affiliates or Representatives shall have any responsibility or
liability (whether in contract, tort or otherwise and including to
the extent permissible by law or any fiduciary duties) in respect
of the Joint Bookrunners' conduct of the Bookbuild or of such
alternative method of effecting the Placing as the Joint
Bookrunners, their respective Affiliates and the Company may
agree.
Conditions of the Placing
The Placing is conditional upon the
Placing Agreement becoming unconditional and not having been
terminated in accordance with its terms. The Joint Bookrunners'
obligations under the Placing Agreement are conditional on certain
customary conditions, including:
a) the publication of
the Company's announcement regarding the Placing on a Regulatory
Information Service by no later than 5:30 p.m. on the date of the
Placing Agreement (or such later time and/or date as the Company
and the Joint Bookrunners may agree);
b) the Subscription
Agreement having been executed and delivered by Novo
Holdings and the Company and remaining in
full force and effect and not having been varied or terminated and
there not having been granted any waiver or indulgence in relation
to any obligation thereunder or extension of time for its
performance;
c) the Terms of
Subscription having been executed and delivered by the Company and
the Joint Bookrunners by no later than 5:30 a.m. on the business
day following the date of the Placing Agreement (or such later time
and/or date as the Company and the Joint Bookrunners may
agree);
d) the publication of the results of the Placing on a Regulatory
Information Service as soon as reasonably practicable following the
execution of the Terms of Subscription and in any event by 7:00
a.m. on the business day following the date of the Placing
Agreement (or such later time and/or date as the Company and the
Joint Bookrunners may agree);
e) each of the
representations and warranties on the part of the Company in the
Placing Agreement being true and accurate and not misleading on the
date of the Placing Agreement, the date of the Terms of
Subscription and the Closing Date (as defined below) as though they
had been given and made on such dates by reference to the facts and
circumstances then subsisting;
f) the Company
having complied with its obligations under the Placing Agreement or
under the terms or conditions of the Placing which fall to be
performed on or prior to the Closing Date save in each case for:
(i) any breach or non-compliance which has been remedied or waived
to the satisfaction of the Joint Bookrunners (acting in good faith)
prior to the Closing Date; or (ii) any breach or non-compliance
which, in the opinion of the Joint Bookrunners acting in good
faith, is not material in the context of the business or affairs of
the Group, the Subscription, the underwriting of the Placing Shares
and/or the Placing or Admission n;
g) there not having
occurred, in the good faith opinion of the Joint Bookrunners, any
Material Adverse Change (as defined below) since the date of the
Placing Agreement at any time before the Closing Date (whether or
not foreseeable at the date of the Placing Agreement);
h) the delivery of
certain documents by the Company (including customary legal
opinions) to the Joint Bookrunners; and
i) Admission of
the Placing Shares occurring not later than 8:00 a.m. (London time)
on 5 August 2024 (the "Closing
Date") (or such later time or date as the Joint Bookrunners
may agree with the Company in writing).
If: (i) any of the conditions
contained in the Placing Agreement, including those described
above, are not fulfilled or (where applicable) waived by the Joint
Bookrunners by the relevant time or date specified (or such later
time or date as the Company and the Joint Bookrunners may agree);
or (ii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it in respect thereof.
The Joint Bookrunners may, at their
discretion, waive satisfaction in relation to the conditions in the
Placing Agreement save that conditions (a), (c), (d) and (i) may
not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners, nor
any of their respective Affiliates or Representatives shall have
any liability (whether in contract, tort or otherwise) to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision it or another person may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition
or in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Joint Bookrunners.
By participating in the Bookbuild,
each Placee agrees that its rights and obligations hereunder
terminate only in the circumstances described above and under
"Termination of the Placing Agreement" below, and will not be
capable of rescission or termination by the Placee.
Termination of the Placing Agreement
The Joint Bookrunners are entitled,
at any time on or before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter
alia, if: (i) in the opinion of the Joint Bookrunners,
acting in good faith, any statement contained in the Company's
announcements relating to the Placing and Admission is or has
become untrue, incorrect or misleading, or any matter has arisen
which would, if such announcements and the investor presentation
were to be issued at that time, constitute an inaccuracy or
omission therefrom and which the Joint Bookrunners, acting in good
faith, consider to be material in the context of the Placing, the
underwriting of the Placing Shares or Admission; (ii) there has
been a breach by the Company of any of the warranties contained in
the Placing Agreement; (iii) there has been a breach by the Company
of any undertakings or covenants or any other provision contained
in the Placing Agreement which, in the opinion of the Joint
Bookrunners, acting in good faith, is material in the context of
Admission, the underwriting of the Placing Shares or the Placing;
(iv) in the opinion of the Joint Bookrunners, acting in good faith,
there shall have been a material adverse change since the date of
the Placing Agreement, whether or not foreseeable at the date of
the Placing Agreement; (v) the application for Admission is
withdrawn or refused by the FCA and/or the London Stock Exchange;
or (vi) there has occurred a material adverse change in
international financial markets, a suspension or material
limitation to trading in any securities of the Company or to
trading generally on the New York Stock Exchange, the NASDAQ
National Market or the London Stock Exchange, a material disruption
in commercial banking or securities settlement or clearance, or the
declaration of a banking moratorium by the United States, the
United Kingdom or any member of the EEA, the effect of which, in
each case, in the opinion of the Joint Bookrunners, acting in good
faith, makes it impracticable or inadvisable to proceed with the
Placing or the delivery of the Placing Shares or which, in the
opinion of the Joint Bookrunners acting in good faith, would
materially prejudice dealings in the Ordinary Shares in the
secondary market.
By participating in the Placing,
Placees agree that the exercise by the Joint Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Company or
the Joint Bookrunners or for agreement between the Company and the
Joint Bookrunners (as the case may be) and that neither the Company
nor the Joint Bookrunners need make any reference to, or consult
with, Placees and that neither they nor any of their respective
Affiliates or Representatives shall have any liability to Placees
whatsoever in connection with any such exercise or failure to
exercise.
No
prospectus
No offering document, prospectus or
admission document has been or will be prepared or submitted to be
approved by the FCA (or any other authority) in relation to the
Placing, and Placees' commitments will be made solely on the basis
of publicly available information taken together with the
information contained in this Announcement, and any Exchange
Information (as defined below) previously published by or on behalf
of the Company simultaneously with or prior to the date of this
Announcement and subject to the further terms set forth in the
trade confirmation to be provided to individual prospective
Placees.
Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement and the publicly available information released by or
on behalf of the Company is exclusively the responsibility of the
Company and confirms to the Joint Bookrunners and the Company that
it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company (other than publicly available information) or the Joint
Bookrunners or their respective Affiliates or any other person and
none of the Joint Bookrunners or the Company, or any of their
respective Affiliates or any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges 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. Neither the Company nor the Joint Bookrunners are making
any undertaking or warranty to any Placee regarding the suitability
or legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude or limit
the liability of any person for fraudulent misrepresentation by
that person.
Lock-up
The Company has undertaken to the
Joint Bookrunners that, between the date of the Placing Agreement
and 180 calendar days after Admission (inclusive), it will not,
without the prior written consent of the Joint Bookrunners,
directly or indirectly, enter into certain transactions involving
or relating to the Ordinary Shares, subject to certain customary
carve-outs agreed between the Joint Bookrunners and the
Company.
By participating in the Placing,
Placees agree that the exercise by the Joint Bookrunners of any
power to grant consent to waive the undertaking by the Company of a
transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of
the Joint Bookrunners and that they need not make any reference to,
or consultation with, Placees and that they shall have no liability
to Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and settlement
Settlement of transactions in the
Placing Shares (ISIN: GB00BP6S8Z30) following Admission will take
place within CREST,
using the delivery versus payment mechanism, subject to certain
exceptions. Subject to certain exceptions, the Joint Bookrunners
and the Company reserve the right to require settlement for, and
delivery of, the Placing Shares to Placees by such other means that
they deem necessary if delivery or settlement is not practicable in
CREST within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild
for the Placing, each Placee allocated Placing Shares in the
Placing will be sent a contract note stating the total number of
Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the relevant Joint
Bookrunner and settlement instructions. It is expected that such
contract note will be despatched on or around 1 August 2024 and
that this will also be the trade date.
Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions that it has in place with the
relevant Joint Bookrunner (unless otherwise agreed).
The Company will deliver the Placing
Shares to a CREST account operated by Equiniti Limited as agent for
the Company and Equiniti Limited will enter its delivery (DEL)
instruction into the CREST system. Equiniti Limited will hold any
Placing Shares delivered to this account as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will
be on 5 August 2024 in accordance with the instructions set out in
the trade confirmation and Admission will occur at 8.00 a.m. on 5
August 2024.
Interest is chargeable daily on
payments not received from Placees on the due date in accordance
with the arrangements set out above at the rate of two percentage
points above the SONIA (Sterling Overnight Index Average) as
determined by the Joint Bookrunners.
Each Placee agrees that, if it does
not comply with these obligations, the Joint Bookrunners may sell
any or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for the Company's
account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax, capital duty or other
stamp, securities, transfer, registration, issue, execution,
documentary or other similar impost, duty or tax imposed in any
jurisdiction (together with any costs, interest, fines or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Joint Bookrunners all such authorities
and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Joint Bookrunners lawfully
take in pursuance of such sale.
If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure
that the trade confirmation is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject to as provided below, be so registered free from any
liability to UK stamp duty or UK stamp duty reserve tax. If there
are any circumstances in which any other stamp duty. stamp duty
reserve tax, capital duty or other stamp, securities, transfer,
registration, issue, execution, documentary or other similar
impost, duty or tax (and/or any costs, interest, fines or penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty, stamp duty reserve tax,
capital duty or other stamp, securities, transfer, registration,
issue, execution, documentary or other similar impost, duty or tax
is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither the Joint
Bookrunners nor the Company shall be responsible for the payment
thereof.
Placees will not be entitled to
receive any fee or commission in connection with the
Placing.
Representations and warranties
By participating in the Placing each
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with the Joint Bookrunners (in their capacity
as joint bookrunners and as placing agents of the Company in
respect of the Placing) and the Company, in each case as a
fundamental term of its application for Placing Shares, the
following:
1. it has read and
understood this Announcement, including this Appendix, in its
entirety and that its subscription for and purchase of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Bookbuild, the Placing, the Company, the Placing Shares or
otherwise;
2. that no offering
document or prospectus or admission document has been or will be
prepared in connection with the Placing or is required under the
Prospectus Regulation and/ or the UK Prospectus Regulation and it
has not received and will not receive a prospectus, admission
document or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
3. that its obligations
are irrevocable and legally binding and shall not be capable of
rescission or termination by it in any circumstances;
4. (i) it has made its
own assessment of the Company, the Placing Shares and the terms of
the Placing based on this Announcement and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company on or prior to the date of this Announcement; and (ii)
that certain Ordinary Shares are admitted to trading on the London
Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with UK MAR and the rules and practices of the London Stock
Exchange and/or the FCA (collectively, the "Exchange Information"), which includes
a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account,
and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to
obtain or access such Exchange Information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty; and (iii) it has had access to
such Exchange Information concerning the Company, the Placing and
the Placing Shares as it has deemed necessary in connection with
its own investment decision to acquire any of the Placing Shares
and has relied on that investigation for the purposes of its
decision to participate in the Placing;
5. that none of the
Joint Bookrunners, nor the Company nor any of their respective
Affiliates nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or
information regarding the Placing Shares, the Bookbuild, the
Placing or the Company or any other person other than this
Announcement, nor has it requested any of the Joint Bookrunners,
the Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
6. unless otherwise
specifically agreed with the Joint Bookrunners, that they are not,
and at the time the Placing Shares are acquired, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a
Restricted Territory or any other jurisdiction in which it would be
unlawful to make or accept an offer to acquire the Placing
Shares;
7. that the content of
this Announcement is exclusively the responsibility of the Company
and that none of the Joint Bookrunners or any of their respective
Affiliates or any person acting on their behalf has or shall have
any responsibility or liability for any information, representation
or statement contained in this Announcement or any information
previously or subsequently published by or on behalf of the
Company, including, without limitation, any Exchange Information,
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this Announcement and any Exchange Information, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Joint
Bookrunners or the Company and none of the Joint Bookrunners or the
Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and that none of
the Joint Bookrunners or any of their Affiliates have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect thereof.
Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. that it has not
relied on any information relating to the Company contained in any
research reports prepared by the Joint Bookrunners, any of their
respective Affiliates or Representatives or any person acting on
the Joint Bookrunners or any of their Affiliates' or
Representatives' behalf and understands that (i) none of the Joint
Bookrunners or any of their respective Affiliates or
Representatives nor any person acting on its behalf has or shall
have any liability for public information or any representation;
(ii) none of the Joint Bookrunners or any of their respective
Affiliates or Representatives nor any person acting on its behalf
has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the
date of publication, the date of this document or otherwise; and
that (iii) none of the Joint Bookrunners or any of their respective
Affiliates or Representatives nor any person acting on their behalf
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information (or whether any
information has been omitted), whether at the date of publication,
the date of this Announcement or otherwise;
9. that the allocation,
allotment, issue and delivery to it, or the person specified by it
for registration as holder, of Placing Shares will not give rise to
a liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that it
is not participating in the Placing as nominee or agent for any
person to whom the allocation, allotment, issue or delivery of the
Placing Shares would give rise to such a liability and that the
Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
Placing Shares into a clearance service;
10. acknowledges that no
action has been or will be taken by the Company, the Joint
Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
11. that it and any person
acting on its behalf is entitled to acquire the Placing Shares
under the laws of all relevant jurisdictions which apply to it and
that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities and that it has not taken
any action or omitted to take any action which will or may result
in the Joint Bookrunners, the Company or any of their respective
Affiliates or Representatives acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
12. that it (and any person
acting on its behalf) has all necessary capacity and has obtained
all necessary consents and authorities to enable it to commit to
its participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
13. that it has complied with
its obligations under the Criminal Justice Act 1993, EU MAR, UK MAR
and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 and
the Money Laundering Sourcebook of the FCA and any related or
similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations")
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
14. that it is acting as
principal only in respect of the Placing or, if it is acting for
any other person: (i) it is duly authorised to do so and has full
power to make, and does make, the acknowledgments, representations
and agreements herein on behalf of each such person; and (ii) it is
and will remain liable to the Joint Bookrunners and the Company for
the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another
person);
15. if in a Member State of
the EEA and except as disclosed in this Announcement under "Details
of the Placing", that it is a "Qualified Investor" within the
meaning of Article 2(e) of the Prospectus Regulation;
16. if in the United Kingdom,
that it is a Qualified Investor: (i) who falls within the
definition of "investment professional" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (ii)
who falls within Article 49(2)(a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order or (iii)
to whom this Announcement may otherwise lawfully be communicated
and it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
17. if in Australia, that it
is: (i) a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act or a "professional investor" within
the meaning of section 9 and section 708(11) of the Corporations
Act; and (ii) a "wholesale client" as defined in section 761G of
the Corporations Act, and the issue of the Placing Shares to it
does not require a prospectus, product disclosure statement or
other form of disclosure document under the Corporations
Act;
18. it will not offer to sell
the Placing Shares to any person in Australia within 12 months of
the issue of the Placing Shares unless disclosure to that person is
not required under Part 6D.2 of the Corporations Act;
19. if in Singapore, that it
is (i) an institutional investor (as defined in Section 4A of the
SFA) or (ii) an accredited investor (as defined in Section 4A of
the SFA);
20. if in Hong Kong, it is a
professional investor as defined under the Securities and Futures
Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made
thereunder;
21. if in Canada, that it is
(i) purchasing as principal, or is deemed to be purchasing as
principal in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or
redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); and (iii) is purchasing
the Placing Shares from (A) a dealer registered as an "investment
dealer" or "exempt market dealer" as defined in section 1.1 of
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations ("NI 31-103"), or (B) a dealer
permitted to rely on the "international dealer exemption" contained
in section 8.18 of NI 31-103, in which case, the investor is a
"permitted client" as such term is defined in section 1.1 of NI
31-103, and further acknowledges that it has been notified by such
dealer: (1) that the dealer is not registered in the local
jurisdiction to make the trade and that all or substantially all of
the assets of the person or company may be situated out of Canada;
and (2) of the dealer's jurisdiction of residence and the name and
address of the agent for service of process of the person or
company in the local jurisdiction and that there may be difficulty
enforcing legal rights against the person or company because of the
foregoing;
22. where it is acquiring the
Placing Shares for one or more managed accounts, that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
23. if it is a pension fund or
investment company, that its acquisition of Placing Shares is in
full compliance with applicable laws and regulations;
24. if it is acting as a
financial intermediary, as that term is used in Article 2(d) of the
Prospectus Regulation and the UK Prospectus Regulation, that the
Placing Shares acquired for by it in the Placing will not be
acquired for on a non-discretionary basis on behalf of, nor will
they be acquired for with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified Investors
or persons in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the proposed offer or resale;
25. that it has not offered or
sold and will not offer or sell any Placing Shares to persons in
the United Kingdom, except to Relevant Persons or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA;
26. that it has not offered or
sold and will not offer or sell any Placing Shares to persons in
the EEA prior to Admission except to Qualified Investors or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
27. that it has only
communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
28. that it has complied and
will comply with all applicable laws (including all relevant
provisions of the FSMA) with respect to anything done by it in
relation to the Placing Shares in respect of anything done in, from
or otherwise involving, the United Kingdom;
29. if it has received any
inside information (as defined under UK MAR) about the Company in
advance of the Placing, it has not: (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in
the securities of the Company; or (iii) disclosed such information
to any person except as permitted by the UK MAR, prior to the
information being made publicly available;
30. that (i) it (and any
person acting on its behalf) has capacity and authority and is
otherwise entitled to purchase the Placing Shares under the laws of
all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, the Joint Bookrunners, any
of their Affiliates or Representatives or any person acting on
their behalf being in breach of the legal and/or regulatory
requirements and/or any anti-money laundering requirements of any
territory in connection with the Placing; and (iv) that the
subscription for and purchase of the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
31. that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein against delivery of such Placing
Shares to it, failing which the relevant Placing Shares may be
placed with other Placees or sold as the Joint Bookrunners may in
their absolute discretion determine and without liability to such
Placee. It will, however, remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty, stamp duty
reserve tax, capital duty or other stamp, securities, transfer,
registration, issue, execution, documentary or other similar
impost, duty or tax (together with any costs, interest, fines or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
32. that its allocation (if
any) of Placing Shares will represent a maximum number of Placing
Shares to which it will be entitled, and required, to acquire, and
that the Joint Bookrunners or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event
in aggregate more than the aforementioned maximum;
33. that none of the Joint
Bookrunners nor any of their respective Affiliates or
Representatives nor any person acting on their behalf, is making
any recommendations to it, or advising it regarding the suitability
or merits of any transactions it may enter into in connection with
the Placing and that participation in the Placing is on the basis
that it is not and will not be a client of the Joint Bookrunners
and that the Joint Bookrunners do not have any duties or
responsibilities to it for providing the protections afforded to
their respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of the Joint
Bookrunners' rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
34. that the person whom it
specifies for registration as holder of the Placing Shares will be
(i) itself or (ii) its nominee, as the case may be. Neither the
Joint Bookrunners nor the Company nor any of their respective
Affiliates or Representatives will be responsible for any liability
to stamp duty, stamp duty reserve tax, capital duty or other stamp,
securities, transfer, registration, issue, execution, documentary
or other similar impost, duty or tax (together with any costs,
interest, fines or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify each of the Joint Bookrunners, the
Company and any of their respective Affiliates or Representatives
in respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of
Equiniti Limited who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
35. that these terms and
conditions and any agreements entered into by it pursuant to these
terms and conditions, and any non-contractual obligations arising
out of or in connection with such agreements, shall be governed by
and construed in accordance with the laws of England and Wales and
it subjects (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by the
Joint Bookrunners or the Company in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
36. that each of the Joint
Bookrunners, the Company and their respective Affiliates or
Representatives and others will rely upon the truth and accuracy of
the representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of
the Joint Bookrunners on their own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises each of
the Joint Bookrunners and the Company to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth
herein;
37. that it will indemnify on
an after-tax basis and hold each of the Joint Bookrunners, the
Company and their respective Affiliates or Representatives and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix, and
the Company and the Joint Bookrunners will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no
longer true or accurate, the Placee shall promptly notify the Joint
Bookrunners and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to the Joint
Bookrunners for itself and on behalf of the Company, and it further
agrees that the provisions of this Appendix shall survive after
completion of the Placing;
38. a communication that the
transaction or the book is "covered" (i.e. indicated demand from
investors in the book equals or exceeds the amount of the
securities being offered) is not any indication or assurance that
the book will remain covered or that the transaction and securities
will be fully distributed by the Joint Bookrunners;
39. that its commitment to
acquire Placing Shares on the terms set out herein and in the
contract note will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Joint Bookrunners' conduct of the Placing;
40. that in making any
decision to acquire the Placing Shares (i) it has sufficient
knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing
Shares, (ii) it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing,
(iii) it has relied on its own examination, due diligence and
analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of
the Placing, including the merits and risks involved and not upon
any view expressed or information provided by or on behalf of the
Joint Bookrunners, (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, and (v) it will not look to
the Company, the Joint Bookrunners, any of their respective
Affiliates or Representatives or any person acting on their behalf
for all or part of any such loss or losses it or they may
suffer;
41. that none of the Joint
Bookrunners or the Company owe any fiduciary or other duties to it
or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
42. that it may not rely on
any investigation that the Joint Bookrunners or any person acting
on its behalf may or may not have conducted with respect to the
Company and its Affiliates or the Placing and the Joint Bookrunners
have not made any representation or warranty to it, express or
implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, the Joint Bookrunners for the purposes of this
Placing;
43. acknowledges and agrees
that it will not hold any of the Joint Bookrunners or any of their
respective Affiliates or Representatives or any person acting on
their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Group or information made available (whether in written or oral
form) relating to the Group (the "Information") and that none of the
Joint Bookrunners or any person acting on behalf of the Joint
Bookrunners makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information;
44. that in connection with
the Placing, the Joint Bookrunners and any of their respective
Affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares
in the Company to the Joint Bookrunners and any of their respective
Affiliates acting in such capacity. In addition the Joint
Bookrunners may enter into financing arrangements including swaps,
warrants or contracts for differences with investors in connection
with which the Joint Bookrunners or any of their Affiliates may
from time to time acquire, hold or dispose of such securities of
the Company, including the Placing Shares. None of the Joint
Bookrunners or any of their respective Affiliates intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
45. that it will not
distribute, transfer or otherwise transmit this Announcement or any
part of it, or any other presentation or other materials concerning
the Placing, in, into or within the United States (including
electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
46. that the Placing Shares
have not been registered or otherwise qualified, and will not be
registered or otherwise qualified, for offer and sale nor will an
offering document or prospectus be cleared or approved in respect
of any of the Placing Shares under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, nor approved or disapproved by the U.S. Securities and
Exchange Commission, any State securities commission or any 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. The
Placing Shares have not been registered or otherwise qualified for
offer and sale nor will an offering document or prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered, transferred or distributed, directly or indirectly, in,
into or within the United States or any other Restricted Territory,
or in any country or jurisdiction where any action for that purpose
is required;
47. the Placing Shares offered
and sold in the United States are "restricted securities" within
the meaning of Rule 144(a)(3) under the Securities Act and, so long
as the Placing Shares are "restricted securities", it will not
deposit the Placing Shares into any unrestricted depositary receipt
facility maintained by any depositary bank in respect of the
Company's shares. It will not reoffer, sell, pledge or otherwise
transfer the Placing Shares except: (i) outside the United States
in an offshore transaction in accordance with Regulation S under
the Securities Act; (ii) in the United States to QIBs pursuant to
Rule 144A; (iii) pursuant to Rule 144 under the Securities Act (if
available) or another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act, in
each case in compliance with all applicable securities laws of the
United States or any State or other jurisdiction of the United
States or (iv) pursuant to an effective registration statement
under the Securities Act and that, in each such case, such offer,
sale, pledge or transfer will be made in accordance with any
applicable securities laws of any state of the United
States;
48. the Placing Shares are
being offered and sold by or on behalf of the Company outside the
United States in offshore transactions (in accordance with
Regulation S under the Securities Act) and to certain qualified
institutional buyers ("QIBs") (as defined in Rule 144A) in
reliance on an exemption from, or transaction not subject to, the
registration requirements under the Securities Act. It and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are subscribed for will be either: (i)
outside the United States and subscribing for the Placing Shares in
an offshore transaction as defined in, and in accordance with,
Regulation S under the Securities Act or (ii) a QIB which has
(where required by the relevant Joint Bookrunner) agreed to be
bound to the terms of the Investor Representation Letter in the
form provided to it by one of the Joint Bookrunners or its
Affiliates. In addition, with respect to (ii) above, it is
subscribing for the Placing Shares for its own account or for one
or more accounts as to each of which it exercises sole investment
discretion and each of which is a QIB, it is subscribing for the
Placing Shares for investment purposes only and not with a view
to, or for offer
and sale in connection
with, any
distribution thereof, in whole or in part, in the United States and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
49. that it is not acquiring
any of the Placing Shares as a result of any form of general
solicitation or general advertising (within the meaning of Rule
502(c) of Regulation D under the Securities Act) or any form of
directed selling efforts (as defined in Regulation S under the
Securities Act).
The foregoing acknowledgements,
agreements, undertakings, representations, warranties and
confirmations are given for the benefit of the Company as well as
each of the Joint Bookrunners (for their own benefit and, where
relevant, the benefit of their respective Affiliates and
Representatives and any person acting on their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Joint Bookrunners or the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Please also note that the agreement
to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp
duty and UK stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question.
None of the Company or the Joint Bookrunners will be responsible
for any UK stamp duty or UK stamp duty reserve tax (including any
costs, fines, interest and penalties relating thereto) arising in
relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the
representations, warranties and further terms above and also
assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
the Placing Shares into a clearance service. Neither the Joint
Bookrunners nor the Company nor any of their respective Affiliates
or Representatives are liable to bear any stamp duty, stamp duty
reserve tax, capital duty or other stamp, securities, transfer,
registration, issue, execution, documentary or other similar
impost, duty or tax ("transfer
taxes") that arise (i) if there are any such arrangements
(or if any such arrangements arise subsequent to the acquisition by
Placees of Placing Shares) or (ii) on a sale of Placing Shares, or
(iii) for transfer taxes arising otherwise than under the laws of
the United Kingdom. Each Placee to whom (or on behalf of whom, or
in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such transfer taxes
undertakes to pay such transfer taxes forthwith, and agrees to
indemnify on an after-tax basis and hold the Joint Bookrunners
and/or the Company and their respective Affiliates and
Representatives harmless from any such transfer taxes, and all
costs, interest, fines or penalties in relation to such transfer
taxes. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to
any payment made to the Company, any of the Bookrunners or their
respective Affiliates or Representatives pursuant to this
Announcement where the payment (or any part thereof) is chargeable
to any tax, a basis such that the amount so payable shall be
increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability
of any relief unrelated to the loss, damage, cost, charge, expense
or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal
to the amount that would otherwise have been so payable.
Each Placee and any person acting on
behalf of each Placee acknowledges and agrees that any of the Joint
Bookrunners or any of their respective Affiliates or
Representatives may, at their absolute discretion, agree to become
a Placee in respect of some or all of the Placing Shares. Each
Placee acknowledges and is aware that the Joint Bookrunners are
receiving a fee in connection with their role in respect of the
Placing as detailed in the Placing Agreement.
When a Placee or person acting on
behalf of the Placee is dealing with the Joint Bookrunners, any
money held in an account with any of the Joint Bookrunners on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from the Joint Bookrunners' money
in accordance with the client money rules and will be used by the
Joint Bookrunners in the course of its own business; and the Placee
will rank only as a general creditor of the Joint
Bookrunners.
All times and dates in this
Announcement may be subject to amendment by the Joint Bookrunners
(in their absolute discretion). The Joint Bookrunners shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to
future performance and persons needing advice should consult an
independent financial adviser.
The rights and remedies of the Joint
Bookrunners and the Company under these Terms and Conditions are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose
in writing or orally to the Joint Bookrunners:
(a) if he or she is an
individual, his or her nationality;
(b) if he or she is a
discretionary fund manager, the jurisdiction in which the funds are
managed or owned; or
(c) his or her location.
Definitions
The following definitions apply
throughout this Announcement unless the context otherwise
requires:
Admission
|
means admission of the Placing
Shares to the "transition" listing segment of the Official List and
to trading on the London Stock Exchange's main market for listed
securities;
|
Affiliate
|
has the meaning given in Rule 501(b)
of Regulation D under the Securities Act or Rule 405 under the
Securities Act, as applicable and, in the case of the Company,
includes its subsidiary undertakings;
|
Announcement
|
means this announcement (including
its Appendices);
|
Berenberg
|
means Joh. Berenberg, Gossler &
Co. KG;
|
Board
|
means the board of directors of the
Company;
|
Bookbuild
|
means the bookbuilding process to be
commenced by the Joint Bookrunners to use reasonable endeavours to
procure Placees for the Placing Shares, as described in this
Announcement and subject to the terms and conditions set out in
this Announcement and the Placing Agreement;
|
Citi
|
means Citigroup Global Markets
Limited;
|
Closing Date
|
means the day on which the Placing
will be settled;
|
Company
|
means Oxford Nanopore Technology
plc;
|
CREST
|
means the relevant system (as
defined in the Uncertificated Securities Regulations 2001
(SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which
securities may be held and transferred in uncertificated
form;
|
EU
MAR
|
means the Market Abuse Regulation
(EU) No.596/2014;
|
Euroclear
|
means Euroclear UK &
International Limited, a company incorporated under the laws of
England and Wales;
|
FCA
or Financial Conduct Authority
|
means the UK Financial Conduct
Authority;
|
FSMA
|
means the Financial Services and
Markets Act 2000 (as amended);
|
Group
|
means the Company and its subsidiary
undertakings;
|
Investor Representation Letter
|
means the letter in the form
provided to certain investors in the United States by one of the
Joint Bookrunners or their Affiliates;
|
J.P. Morgan Cazenove
|
means J.P. Morgan Securities plc
(which conducts its UK investment banking business as J.P. Morgan
Cazenove)
|
Joint Bookrunners
|
Citi, J.P. Morgan Cazenove and
Berenberg
|
Listing Rules
|
means the rules and regulations made
by the FCA under FSMA;
|
LSE
or London Stock Exchange
|
means London Stock Exchange
plc;
|
Material Adverse Change
|
means any material adverse
change in or affecting, or any development reasonably likely to
give rise to a material adverse change in or affecting, the
condition (financial, operational, legal or otherwise) or the
earnings, management, solvency or business affairs or prospects of
the Company or the Group taken as a whole, whether or not arising
in the ordinary course of business;
|
Ordinary Share
|
means an ordinary share of £0.0001
each in the capital of the Company;
|
Placee
|
means any person (including
individuals, funds or otherwise) by whom or on whose behalf a
commitment to acquire Placing Shares has been given;
|
Placing
|
has the meaning given in the first
paragraph of this Announcement;
|
Placing Agreement
|
has the meaning given to it in this
Appendix;
|
Placing Price
|
means 120 pence;
|
Placing Shares
|
has the meaning given in the first
paragraph of this Announcement;
|
Prospectus Regulation
|
means the Prospectus Regulation (EU)
2017/1129;
|
QIB
|
means qualified institutional buyer
as defined in Rule 144A of the Securities Act;
|
Regulation S
|
means Regulation S promulgated under
the Securities Act;
|
Regulatory Information Service
|
means any of the services set out in
Appendix 3 of the Listing Rules;
|
Representatives
|
means, in respect of a person, that
person's directors, officers, partners, employees, advisers and/or
agents;
|
Restricted Territory
|
means the United States, Australia,
Canada, the Republic of South Africa or Japan;
|
Securities Act
|
means the U.S. Securities Act of
1933, as amended;
|
subsidiary
|
has the meaning given to that term
in the Companies Act 2006;
|
subsidiary undertaking
|
has the meaning given to that term
in the Companies Act 2006;
|
Terms and Conditions
|
means the terms and conditions of
the Placing set out in this Appendix;
|
Terms of Subscription
|
has the meaning given to it in this
Appendix;
|
UK
MAR
|
means the Market Abuse Regulation
(EU) No.596/2014, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018;
|
UK
Prospectus Regulation
|
the Prospectus Regulation as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018;
|
uncertificated or in uncertificated form
|
means in respect of a share or other
security, where that share or other security is recorded on the
relevant register of the share or security concerned as being held
in uncertificated form in CREST and title to which may be
transferred by means of CREST;
|
United Kingdom or UK
|
means the United Kingdom of Great
Britain and Northern Ireland; and
|
United States or US
|
means the United States of America,
its territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to
its jurisdiction and any political sub-division thereof.
|
Unless otherwise indicated in this
Announcement, all references to "£", "GBP", "pounds", ''pound sterling'', "sterling'', "p", "penny" or ''pence'' are to the lawful currency of
the UK. All references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.