TIDMQP.
RNS Number : 0007N
Quantum Pharma PLC
20 October 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN QUANTUM PHARMA PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF QUANTUM
PHARMA PLC.
20 October 2016
This announcement contains inside information
Quantum Pharma Plc
('Quantum', the 'Group' or the 'Company')
Proposed Accelerated Bookbuild to raise up to GBP15 million
Quantum Pharma plc (AIM: QP.) announces a proposed fundraising
up to GBP15 million (GBP14.3 million net of estimated expenses), by
way of the conditional placing ("Placing") of up to 44,117,647
Placing Shares at a price of 34 pence per share (the "Issue Price")
with existing and new institutional investors. If approved by
Shareholders the Placing Shares to be issued pursuant to the
proposed Placing will represent approximately 26.09 per cent. of
the Enlarged Issued Share Capital of the Company. The Placing
Shares will rank pari passu in all other respects with the
Company's Existing Ordinary Shares.
The Placing Shares are being offered by way of an accelerated
bookbuild ("Bookbuild"), which will be launched immediately
following this announcement. Zeus Capital and N+1 Singer will be
acting as joint bookrunners in connection with the Bookbuild.
It is expected that the finalisation of the proposed Placing
will commence immediately following this announcement and a further
announcement will be made to confirm its completion in due
course.
The proposed Placing is subject to the passing of certain
resolutions for which Shareholder approval will be sought at the
General Meeting of the Company, which is expected to be convened
shortly by the posting to Shareholders of a circular containing
notice of the meeting.
As stated in the interim results announcement of 4 October 2016,
the Board considers that a lower level of net debt would provide
greater operational freedom to grow the core specials business and
create further value in the niche pharmaceuticals pipeline, with a
focus on unlicensed to licensed development.
Additional information on the Placing is included below.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
For further information:
Quantum Pharma Plc
Ian Johnson, Chairman Tel: +44 (0) 1207
Chris Rigg, CEO and CFO 279 404
Craig Swinhoe, Group Strategic www.quantumpharmaplc.com
Projects Director and Company
Secretary
Zeus Capital Limited Tel: +44 (0) 20
(Nominated Adviser & Joint 3829 5000
Broker)
Andrew Jones / Nick Cowles www.zeuscapital.co.uk
/ Jamie Peel
Dominic Wilson / Adam Pollock
/ John Goold
N+1 Singer
(Joint Broker) Tel: +44 (0) 20
Aubrey Powell / James White 7496 3000
/ Sandy Ritchie www.n1singer.com
Nick Owen / Brough Ransom
Media enquiries:
Buchanan
Henry Harrison-Topham / Sophie Tel: +44 (0) 20
Cowles / Steph Watson 7466 5000
quantumpharma@buchanan.uk.com www.buchanan.uk.com
1. Background to and reasons for the Placing
Quantum announced its half year results for the six months ended
31 July 2016 on 4 October 2016, and also announced the results of a
business review of key areas of the Group undertaken by the Board
since the appointment of Chris Rigg as acting CEO in August 2016.
The findings of this review are reproduced below:
-- The core specials business remains strong and cash generative;
-- Market data continues to support the value of the Group's unlicensed to licensed pipeline;
-- A simplified business, primarily focused on specials and the
Group's unlicensed to licensed growth platform, offers the best
opportunity for value creation;
-- Generic, generic plus and medical device products are proving
more challenging to take to market and more conservative sales
assumptions are required for those products;
-- Decision taken to commence consultation on closure of the underperforming and loss
making NuPharm business;
-- Further opportunities exist to reduce the Group's cost base; and
-- A lower level of net debt would help to support the further growth of the refocused business.
The Company is now proposing to raise up to GBP15 million by way
of a Placing.
2. Use of proceeds
The Board believes that the Net Proceeds of the Placing will
reduce the Group's net debt to a more appropriate level for a
business of Quantum's type and size.
The proceeds of the Placing will initially be used to reduce the
level of utilisation of the Group's revolving credit facility,
which will create headroom in the Group's debt facilities, allowing
increased operational and commercial flexibility. The reduced level
of net debt will allow the Group to be able to invest in its
business without decisions being constrained by the need to
actively manage cash and debt levels.
3. Current Trading and Prospects
The Group continues to trade in line with revised expectations
set out in the half year results announcement of 4 October
2016.
The Board believes that the focused and simplified strategy to
concentrate on the Group's key businesses, including its strong
specials business and exciting unlicensed to licensed product
pipeline, combined with the reduction in net debt levels achieved
by the proposed Placing, will better position the Group to deliver
its growth potential in the coming years. The Board is confident
that the continuing growth opportunities available to a focused
business on a sounder financial footing remain substantial.
4. Board Changes
Yesterday Quantum announced the appointment of Chris Rigg as
permanent CEO, the appointment of Ian Johnson as non-executive
Chairman, the appointments of Christopher Mills and Dr John Brown
as non-executive directors, and the resignation from the Board of
John Clarke and Sheila Kelly. An extract from this announcement is
reproduced below:
Following a formal search process, and having taken into account
the feedback of a number of Quantum's major shareholders who are
fully supportive of the strategy to simplify and focus the Group,
the Board has today appointed Chris Rigg to the position of Chief
Executive Officer on a permanent basis. Chris was appointed to the
Board as CFO in March 2016 and has been Acting CEO since 1 August
2016. The Board has commenced a formal search process for a new CFO
but, in the interim, as well as permanent CEO, Chris will remain as
CFO until a replacement for that role is appointed.
Quantum is also pleased to announce the appointments to the
Board of Ian Johnson as non-executive Chairman; Christopher Mills
as non-executive Director and Dr John Brown as Senior Independent
non-executive Director. The Board has commenced a formal search
process for a further non-executive Director. John Clarke and
Sheila Kelly, non-executive Chairman and non-executive Director
respectively, have resigned from their positions on the Board with
immediate effect to focus on other Directorships and new business
appointments.
Ian Johnson is an experienced director in the healthcare and
life science sector. He was founder and CEO of Biotrace
International plc until its sale to 3M in 2006 and is currently
Executive Chairman of Bioquell PLC and non-executive Chairman of
Cyprotex plc. Ian has also served on the boards of various public
and private companies in strategic consultancy and business
development capacities including: Celsis International, Evans
Analytical Group, MyCelx Technologies Corporation and AOI Medical
Inc. Ian is a chartered biologist and a member of the Royal Society
of Biology and the Institute of Directors.
Christopher Mills is an experienced non-executive Director. He
founded Harwood Capital Management Ltd in 2011, a successor from
its former parent company J O Hambro Capital Management Ltd, which
he co-founded in 1993. He is Chief Executive of North Atlantic
Smaller Companies Investment Trust plc, a Director and Investment
Manager of Oryx International Growth Fund Ltd and Chief Investment
Officer of Harwood Capital LLP. He is also a non-executive Director
of several AIM-listed companies. Christopher was a Director of
Invesco MIM, where he was head of North American investments and
venture capital and of Samuel Montagu International. Together,
North Atlantic Smaller Companies Investment Trust PLC and Oryx
International Growth Fund Limited are interested in 13,850,000
Ordinary Shares representing 11.08 per cent. of the entire issued
share capital of the Company.
Dr John Brown is an experienced non-executive director who has
extensive experience in the life sciences and healthcare sectors.
He is Chairman of Kyowa Kirin International and the Cell and Gene
Therapy Catapult and a Director of Electrical Geodesics Inc. His
board experience includes his roles as Chairman of Touch Bionics
Ltd, BTG plc, and Axis-Shield plc, and as a Director of Vectura
Group plc, Cambridge Antibody plc and Acambis plc.
5. Key elements of the Placing
5.1 Placing
The Company is proposing to raise up to GBP15 million, (GBP14.3
net of estimated expenses), by way of
the conditional placing of up to 44,117,647 Placing Shares at
the Issue Price with institutional
investors. The Placing Shares to be issued pursuant to the
Placing will represent approximately
26.09 per cent. of the Enlarged Issued Share Capital. The
Placing Shares will rank pari passu in all
respects with the Existing Ordinary Shares. The Issue Price
represents a premium of 0.7 per cent.
to the mid-market closing price on 19 October 2016 (being the
Latest Practicable Date). The
Placing is conditional on (amongst other things) Admission and
has not been underwritten.
5.2 Placing Agreement
On 20 October 2016, the Company entered into the Placing
Agreement with Zeus Capital and N+1
Singer pursuant to which Zeus Capital and N+1 Singer have agreed
to use reasonable endeavours to
place the Placing Shares at the Issue Price. Under the Placing
Agreement, the Company has given
Zeus Capital and N+1 Singer customary warranties and
indemnities. Zeus Capital and N+1 Singer
also have customary termination rights in certain circumstances
prior to Admission, including,
inter alia, where there is a material breach of any of the
Warranties.
6. Effect of the Placing
Up to 44,117,647 Placing Shares will be issued to Placees
pursuant to the Placing. All the Placing Shares will, when issued
and fully paid, rank pari passu with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
The Placing Resolutions that will be set out in the Notice of
General Meeting must be passed at the General Meeting in order for
the Placing to proceed.
Upon completion of the proposed Placing, the Placing Shares will
represent approximately 26.09 per cent. of the Enlarged Issued
Share Capital and the Existing Ordinary Shares will represent
approximately 73.91 per cent. of the Enlarged Issued Share
Capital.
7. Risks and Uncertainties
A description of the principal risks and uncertainties
associated with the Group's business and how they are being managed
is included in the Group's Annual Report and Accounts for the year
ended 31 January 2016 (on pages 22-23). In the interim results
released on 4 October 2016, the Board confirmed its view that these
principal risks and uncertainties are as applicable to the
remaining six months of the current financial year as they were to
the first six months reviewed in the interim results.
8. General Meeting
For the purposes of effecting the Placing, the Placing
Resolutions will be proposed at the General Meeting.
The full text of the Resolutions will be set out in the Notice
of General Meeting that will be posted shortly after the result of
the accelerated bookbuild is announced.
Forward-looking statements
This announcement contains statements about Quantum Pharma Plc
that are or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of Quantum Pharma Plc.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, the Prospectus Rules and/or the FSMA), Quantum
Pharma Plc does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to Quantum Pharma Plc or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
Quantum Pharma Plc at the date of this announcement, unless some
other time is specified in relation to them, and the posting or
receipt of this announcement shall not give rise to any implication
that there has been no change in the facts set forth herein since
such date.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE
REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN QUANTUM PHARMA PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Zeus Capital Limited
("Zeus"), Nplus1 Singer Advisory LLP ("N+1 Singer") or any of their
respective affiliates, associates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons into whose possession this announcement comes are
required by the Company, Zeus and N+1 Singer to inform themselves
about and to observe any applicable restrictions. Persons
(including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of
this Announcement should seek appropriate advice before taking any
action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Zeus and N+1 Singer has been given to the offer or
resale; or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and
subject to any further terms set forth in the form of confirmation
to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of Zeus,
N+1 Singer, the Company or any other person and none of Zeus, N+1
Singer, the Company or any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Zeus and N+1 Singer have today entered into a placing agreement
(the "Placing Agreement") with the Company under which, on the
terms and subject to the conditions set out in the Placing
Agreement, each of Zeus and N+1 Singer (together "the Joint
Brokers"), as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
The expected timetable for settlement will be as follows:
Trade Date: 9 November 2016
Settlement Date: 11 November 2016
CREST counterparty: ATMAY
ISIN Code: GB00BRTL8Q42
SEDOL Code (GB): BRTL8Q4
Trade System of Origin: BLANK
Stamp Status: W
Stamp Consideration: Nil
Settlement Currency: GBP
Deadline for input instruction 10 November 2016
into CREST:
The times and dates set out above may be adjusted by Quantum
Pharma plc with agreement from Zeus Capital and N+1 Singer in which
event details of the new times and dates will be notified to
Shareholders by means of an announcement through a Regulatory
Information Service.
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place no later than 11
November 2016 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
1 Zeus is acting as nominated adviser to the Company and each of
the Joint Brokers is acting as broker to the Placing, as agent for
and on behalf of the Company. Each of the Joint Brokers is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA") and is acting exclusively for the Company
and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
the Joint Brokers (or either of them) or for providing advice in
relation to the matters described in this Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Zeus and/or N+1 Singer to
participate. Each of Zeus and N+1 Singer and any of their
respective affiliates are entitled to participate in the Placing as
principal.
3 The price per Placing Share (the "Placing Price") is fixed at
34 pence and is payable to N+1 Singer by all Placees.
4 Each Placee's allocation is determined by the Joint Brokers in
their discretion following consultation with the Company and has
been or will be confirmed orally by N+1 Singer and a form of
confirmation will be dispatched as soon as possible thereafter.
That oral confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of N+1 Singer and the Company, under which it
agrees to acquire the number of Placing Shares allocated to the
Placee at the Placing Price and otherwise on the terms and subject
to the conditions set out in this Appendix and in accordance with
the Company's articles of association. Except with the consent of
N+1 Singer, such commitment will not be capable of variation or
revocation at the time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by N+1 Singer. The terms
of this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 All obligations of Zeus and N+1 Singer under the Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
9 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Joint Brokers, (b) any of the Joint Brokers'
affiliates, agents, directors, officers, consultants, (c) to the
extent not contained within (a) or (b), any person connected with
either of the Joint Brokers as defined in the Financial Services
and Markets Act 2000 ("FSMA") ((b) and (c) being together
"affiliates" and individually an "affiliate" of the relevant Joint
Broker), (d) any person acting on behalf of either of the Joint
Brokers, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither the Joint Brokers nor any of their respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as the Joint Brokers and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
N+1 Singer, as soon as it is able which will confirm the number of
Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to N+1 Singer.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by N+1 Singer in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with N+1 Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00BRTL8Q42) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 11 November 2016 unless otherwise
notified by Zeus or N+1 Singer and Admission is expected to occur
no later than 8.00 a.m. on 11 November 2016 unless otherwise
notified by Zeus or N+1 Singer. Admission and Settlement may occur
at an earlier date, which if achievable, will be set out in the
Circular. Settlement will be on a delivery versus payment basis.
However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and the Joint Brokers may
agree that the Placing Shares should be issued in certificated
form. N+1 Singer reserves the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by
such other means as they deem necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by N+1 Singer.
Each Placee is deemed to agree that if it does not comply with
these obligations, Zeus or N+1 Singer may sell any or all of their
Placing Shares on their behalf and retain from the proceeds, for
the account of the relevant Joint Broker's own account and benefit,
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 amount owed by it and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Zeus and N+1 Singer under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
(a) the passing of the Placing Resolutions at the General Meeting;
(b) none of the warranties or undertakings on the part of the
Company contained in the Placing Agreement being or having become
untrue, inaccurate or misleading at any time before Admission, and
no fact or circumstance having arisen which would render any of
those warranties untrue, inaccurate or misleading;
(c) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(d) Admission occurring by not later than 8.00 a.m. on 11
November 2016 (or such later date as the Company and Zeus and N+1
Singer may agree in writing, in any event being not later than 30
December 2016),
(all conditions to the obligations of the Joint Brokers included
in the Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company, Zeus and N+1 Singer may agree,
provided that the time for satisfaction of the condition set out in
(d) above shall not be extended beyond 8.00 a.m. on 30 December
2016), or the Placing Agreement is terminated in accordance with
its terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by the
Joint Brokers, in their absolute discretion, by notice in writing
to the Company and the Joint Brokers may also agree in writing with
the Company to extend the time for satisfaction of any condition.
Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
The Joint Brokers may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Zeus, N+1 Singer, the Company nor any of their
respective affiliates, agents, directors, officers, employees shall
have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision any of them may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision any of them may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of N+1
Singer.
Termination of the Placing
The Joint Brokers may terminate the Placing Agreement, in
accordance with its terms, at any time prior to Admission if, inter
alia:
1 it comes to the attention of the Joint Brokers that any
statement contained in the documents in connection with the Placing
has become or been discovered to be untrue, inaccurate or
misleading;
2 it comes to the attention of the Joint Brokers that there has
been a breach of any of the warranties in the Placing Agreement;
or
3 any of the conditions in the Placing Agreement become
incapable of fulfilment before the latest time for fulfilment and
have not been waived.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and the Joint Brokers that the exercise by the Company or
the Joint Brokers of any right of termination or any other right or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Company or the Joint Brokers and that
neither of the Company nor either of the Joint Brokers need make
any reference to such Placee and that neither of the Joint Brokers,
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer of a form of confirmation confirming
each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf)
represents, warrants, acknowledges and agrees (for itself and
for any such prospective Placee)
that (save where the Joint Brokers expressly agree in writing to
the contrary):
2 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
3 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
4 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
5 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither of the Joint Brokers, the Company nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement, or the Publicly Available Information; nor has it
requested neither of the Joint Brokers, the Company, any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them to provide it with any
such information;
6 neither the Joint Brokers, any person acting on behalf of them
or any of their respective affiliates, agents, directors, officers
or employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
7 (a) the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in the Publicly Available Information,
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has
made its own assessment of the Company, the Placing Shares and the
terms of the Placing based on Publicly Available Information; (b)
neither of the Joint Brokers, nor the Company nor any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information; (c) it has conducted its own investigation of the
Company, the Placing and the Placing Shares, satisfied itself that
the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing; and
(d) has not relied on any investigation that either of the Joint
Brokers or any person acting on their behalf may have conducted
with respect to the Company, the Placing or the Placing Shares;
8 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither the Joint Brokers
nor any persons acting on their behalf is responsible for or has or
shall have any liability for any information, representation,
warranty or statement relating to the Company contained in this
Announcement or the Publicly Available Information nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information
or otherwise. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
9 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
10 it and/or each person on whose behalf it is participating:
11 is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
12 has fully observed such laws and regulations;
13 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
14 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
15 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of Ireland or the Republic
of South Africa, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise
qualified under the securities legislation of Australia, Canada,
Japan, the Republic of Ireland or the Republic of South Africa and
may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
16 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
17 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
18 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
19 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
20 neither of the Joint Brokers, or its respective affiliates,
agents, directors, officers or employees nor any person acting on
behalf of any of them is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into
in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of
either of the Joint Brokers and neither of the Joint Brokers has
any duties or responsibilities to it for providing the protections
afforded to its clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
21 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to N+1 Singer for the Placing Shares allocated
to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as the Joint Brokers may, in their
absolute discretion determine without liability to the Placee and
it will remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
22 no action has been or will be taken by any of the Company,
the Joint Brokers or any person acting on their behalf that would,
or is intended to, permit a public offer of the Placing Shares in
the United States or in any country or jurisdiction where any such
action for that purpose is required;
23 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither of the Joint Brokers nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to pay the Company and N+1 Singer in respect of the same
(including any interest or penalties) on the basis that the Placing
Shares will be allotted to a CREST stock account of N+1 Singer or
transferred to a CREST stock account of N+1 Singer who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
24 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and the Joint
Brokers 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);
25 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
26 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
27 it is an authorised person as defined in section 31 of FSMA;
and (b) section 86(7) of FSMA ("Qualified Investor"), being a
person falling within Article 2.1(e) the Prospectus Directive. For
such purposes, it undertakes that it will acquire, hold, manage and
(if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business only;
28 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges;
29 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
30 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of the Joint Brokers has been given to the
offer or resale;
31 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
32 neither of the Joint Brokers nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has or shall have any liability for
any information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
33 neither of the Joint Brokers, the Company, nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of either of the Joint Brokers, the
Company or their respective affiliates, agents, directors, officers
or employees is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the
Placing nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance
of the rights and obligations of the Joint Brokers thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
34 acknowledges and accepts that either of the Joint Brokers
may, in accordance with applicable legal and regulatory provisions,
engage in transactions in relation to the Placing Shares and/or
related instruments for their own account for the purpose of
hedging their underwriting exposure or otherwise and, except as
required by applicable law or regulation, neither of the Joint
Brokers will not make any public disclosure in relation to such
transactions;
35 each of the Joint Brokers and each of their affiliates, each
acting as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by the Joint Brokers and/or
any of their respective affiliates, acting as an investor for its
or their own account(s). Neither of the Joint Brokers nor the
Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
36 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to the expiry of a
period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus
Directive;
37 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (together, the "Regulations") and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
38 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
39 in order to ensure compliance with the Money Laundering
Regulations 2007, either or both of the Joint Brokers (for itself
and as agent on behalf of the Company) or the Company's registrars
may, in their absolute discretion, require verification of its
identity. Pending the provision to the relevant Joint Broker or the
Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at the Joint Brokers' absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the Joint Brokers', or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity, a
Joint Broker (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to
them, Zeus and/or N+1 Singer and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
40 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Joint Brokers' conduct of the Placing;
41 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
42 it irrevocably appoints any duly authorised officer of either
Zeus or N+1 Singer as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe or
purchase upon the terms of this Announcement;
43 the Company, the Joint Brokers and others (including each of
their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to the Joint Brokers, on their own behalf and on behalf
of the Company and are irrevocable;
44 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
45 time is of the essence as regards its obligations under this Appendix;
46 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to N+1 Singer;
47 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
48 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or N+1 Singer in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Brokers and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by the Joint Brokers,
the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of
the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive
after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor either of the Joint Brokers shall be
responsible for such stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and they should
notify N+1 Singer accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Brokers in the event that either the Company and/or either
of
the Joint Brokers has incurred any such liability to such taxes
or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to each of the
Joint Brokers for itself and on behalf of the Company and are
irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that neither of the Joint Brokers owes any fiduciary
or other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that either of the Joint Brokers may (at
its absolute discretion) satisfy their obligations to procure
Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a
consequence this money will not be segregated from N+1 Singer's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
"Admission" means the admission of the Placing
Shares to trading on AIM becoming
effective in accordance with
the AIM Rules for Companies;
"AIM" means the market of that name
operated by the London Stock
Exchange;
"AIM Rules" means the provisions of the London
Stock Exchange AIM Rules for
Companies as amended from time
to time governing, inter alia,
admission to AIM and the continuing
obligations of AIM companies;
"Announcement" means this announcement (including
the appendix to this announcement);
"Circular" means the circular to be issued
by the Company to the holders
of Ordinary Shares containing,
inter alia, details of the Placing
and the Notice of General Meeting;
"Company" means Quantum Pharma Plc., a
company incorporated and registered
in England with company number
09269818;
"CREST" means relevant computerised settlement
system (as defined in the CREST
Regulations) in respect of which
Euroclear is the operator (as
defined in those regulations)
which facilitates the transfer
of title to shares in uncertificated
form;
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
as amended from time to time;
"Directors" or the directors of the Company
"Board" or any duly authorised committee
thereof;
"Euroclear" means Euroclear UK & Ireland
Limited, the operator of CREST;
"Enlarged Share means the issued share capital
Capital" of the Company immediately following
Admission comprising the Existing
Ordinary Shares and the Placing
Shares;
"Existing Ordinary means the 124,999,993 Ordinary
Shares" Shares in issue at the date of
this Announcement, all of which
are admitted to trading on AIM
and being the entire issued ordinary
share capital of the Company;
"Form of Proxy" means the form of proxy for use
in connection with the General
Meeting which accompanies the
Circular;
"FCA" means the UK Financial Conduct
Authority;
"FSMA" means the Financial Services
and Markets Act 2000 (as amended);
"General Meeting" means the general meeting of
the Company to be held in connection
with the Placing;
"Group" means the Company and its subsidiaries
as at the date of this Announcement;
"London Stock means the London Stock Exchange
Exchange" plc;
"Nominated Adviser" means Zeus Capital Limited, the
or "Zeus" Company's nominated adviser and
broker;
"Notice of General means the notice convening the
Meeting" General Meeting which will be
set out at the end of the Circular;
"Ordinary Shares" means the ordinary shares of
10 pence each in the capital
of the Company;
"Placing" means the conditional placing
of the Placing Shares by the
Joint Brokers, as agents on behalf
of the Company, pursuant to the
Placing Agreement, further details
of which are set out in this
Announcement;
"Placing Agreement" means the conditional agreement
dated 20 October 2016 made between
Zeus, N+1 Singer and the Company
in relation to the Placing;
"Placing Price" means 34 pence per Placing Share;
"Placing Resolutions" means those of the Resolutions
that relate to the Placing;
"Placing Shares" means the 44,117,647 new Ordinary
Shares to be issued pursuant
to the Placing;
"Prospectus Rules" means the prospectus rules made
by the FCA pursuant to section
73A of the FSMA;
"Resolutions" means the resolutions set out
in the Notice of General Meeting;
"UK" means the United Kingdom of Great
Britain and Northern Ireland;
and
"uncertificated" means an Ordinary Share recorded
or "in uncertificated on a company's share register
form" as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means of
CREST.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEGGGCCUUPQPGB
(END) Dow Jones Newswires
October 20, 2016 02:00 ET (06:00 GMT)
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