TIDMRENX
RNS Number : 3860G
Renalytix AI PLC
23 July 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ISRAEL OR ANY OTHER JURISDICTION IN WHICH
IT WOULD BE UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE ANY SHARES OR OTHER SECURITIES OF RENALYTIX AI PLC IN THE
UNITED STATES (OR TO ANY US PERSON), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ISRAEL OR ANY OTHER JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THIS
ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF,
OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION
OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS. NO MONEY,
SECURITIES OR OTHER CONSIDERATION IS BEING SOLICITED AND, IF SENT
IN RESPONSE TO THE INFORMATION CONTAINED HEREIN, WILL NOT BE
ACCEPTED.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS
INVESTED.
RenalytixAI plc
Proposed Placing to raise GBP12.0 million (approximately US$15.0
million)
Renalytix AI plc (AIM:RENX) ("RenalytixAI" or the "Company"), a
developer of artificial intelligence enabled clinical diagnostics
for kidney disease, announces its intention to conduct a placing of
a minimum of 4,800,000 new ordinary shares in the Company at a
price of 250 pence per share (the "Placing Price") to raise minimum
gross proceeds for the Company of GBP12.0 million (approximately
US$15.0 million).
The Placing Shares (other than those Placing Shares that will be
subscribed for directly as part of the Subscription (as defined
below)) are being offered, subject to the satisfaction of certain
conditions set out in the Appendix to this Announcement, by way of
an accelerated bookbuild (the "Bookbuild") which will be launched
immediately following this Announcement. Stifel Nicolaus Europe
Limited ("Stifel") and N+1 Singer Advisory LLP ("N+1 Singer")
(together, the "Bookrunners") are acting as joint bookrunners in
connection with the Bookbuild.
The net proceeds of the Placing (assuming the minimum number of
Placing Shares is subscribed for) will be used as follows:
-- approximately US$8.6 million towards the regulatory and
clinical development of KidneyIntelX(TM), the Company's lead
AI-enabled kidney diagnostic product, together with funds for
accelerating the build of the Company's AI and software development
capabilities, as well as marketing and equipment spend to support
the product's launch;
-- approximately US$3.4 million towards the development of the
Company's second product portfolio, FractalDx, whose first two
diagnostics are being prepared to address key issues in kidney
transplant and rejection; and
-- approximately US$2.1 million towards working capital purposes
to support the Company's growth.
The Placing, which is conditional on, amongst other things,
Admission, is being carried out within the Company's existing
shareholder authority limits. The number of Placing Shares (other
than those Placing Shares that will be subscribed for directly as
part of the Subscription) to be issued in connection with the
Placing will be agreed by RenalytixAI and the Bookrunners following
the close of the Bookbuild to further orders, and the results of
the Placing will be announced as soon as practicable thereafter.
The timing of the closing of the book, acceptance of any orders
received after a close of Bookbuild announcement and final
allocations shall be determined at the absolute discretion of
RenalytixAI and the Bookrunners.
Expected timetable
Announcement of the Result of the Placing p.m. on 23 July 2019
and Bookbuild
Admission and commencement of dealing 8.00 a.m. on 29 July
in the Placing Shares 2019
Each of the times and dates refer to London time and are subject
to change by the Company (with the agreement of the Bookrunners),
in which case details of the new times and dates will be notified
to the London Stock Exchange and the Company will make an
appropriate announcement through a Regulatory Information
Service.
Additional information on the Placing is included below.
Attention is drawn to the section headed 'Important Information'
below and to the Appendix containing the terms and conditions of
the Placing (representing important information for Placees
only).
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, please contact:
Renalytix AI plc www.renalytixai.com
James McCullough, CEO Via Walbrook PR
Stifel (Nominated Adviser & Joint Bookrunner) Tel: 020 7710 7600
Alex Price / Jonathan Senior / Ben Maddison
(Investment Banking)
Peter Lees (Corporate Broking)
N+1 Singer (Joint Bookrunner) Tel: 020 7496 3000
Aubrey Powell / James White / George Tzimas (Corporate Finance)
Tom Salvesen / Mia Gardner (Corporate Broking)
Walbrook PR Limited Tel: 020 7933 8780 or renalytix@walbrookpr.com
Paul McManus / Lianne Cawthorne Mob: 07980 541 893 / 07584
391 303
About Kidney Disease
Kidney disease is now recognized as a public health epidemic
affecting over 850 million people globally. In the United States
alone, over 40 million people are classified as having chronic
kidney disease, with nearly 50 percent of individuals with advanced
(Stage IV) disease unaware of the severity of their reduced kidney
function. As a result, many patients progress to kidney failure in
an unplanned manner, ending up having dialysis in the emergency
room without ever seeing a clinical specialist, such as a
nephrologist. Every day 13 patients die in the United States while
waiting for a kidney transplant.
About RenalytixAI
RenalytixAI is a developer of artificial intelligence-enabled
clinical diagnostic solutions for kidney disease, one of the most
common and costly chronic medical conditions globally. The
Company's products are being designed to make significant
improvements in kidney disease diagnosis, transplant management,
clinical care, patient stratification for drug clinical trials, and
drug target discovery. For more information, visit
renalytixai.com.
About KidneyIntelX(TM)
KidneyIntelX(TM) is an AI-enabled, clinical diagnostic solution
being developed to improve the identification and clinical
management of patients with Type 2 diabetes and / or African
ancestry who are high-risk of progressive kidney disease.
KidneyIntelX(TM) uses a machine learning algorithm to assess a
combination of predictive blood-based biomarkers and features from
a patient's electronic health record.
About FractalDx
FractalDx is a portfolio of potential diagnostic and prognostic
solutions that, once developed, are expected to make possible
monitoring of kidney transplant rejection risk and support in
administering accurate dosing of immune-suppression therapy, among
other indications. The FractalDx technology is based principally on
sequencing biomarkers from a patient's blood using widely available
instrument platforms.
Information to Distributors
Solely for the purposes of the product governance requirements
of Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") and local implementing measures, and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that 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 ("Target Market Assessment"). Notwithstanding
the Target Market Assessment, Distributors should note that: the
price of Placing Shares may decline and investors could lose all or
part of their investment; Placing Shares offer no guaranteed income
and no capital protection; and an investment in 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 any
contractual, legal or regulatory
selling restrictions in relation to the Placing. 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.
Risks and Uncertainties
A description of the principal risks and uncertainties
associated with the Company's business is included in Part 2 ("Risk
Factors") of the Company's admission document dated 6 November 2018
(from page 44), available at the Company's website. The Board
considers that these principal risks and uncertainties are those
applicable to the Group at the current time.
Details of the Placing
1. INTRODUCTION
The Company today announces its intention to raise a minimum of
GBP12.0 million (approximately US$15.0 million) (before expenses)
by way of a placing of a minimum of 4,800,000 new Ordinary Shares
with certain institutional and other investors in both the US and
UK at a Placing Price of 250 pence each. The Placing is not being
underwritten. Further details and terms of the Placing are
described below.
The net proceeds of the Placing (being approximately GBP11.3
million (approximately US$14.1 million), assuming that the minimum
number of Placing Shares is subscribed for) will be used to towards
the regulatory and clinical development of KidneyIntelX(TM), as
well as marketing and equipment spend to support the product's
launch, the development of the Company's second product portfolio,
FractalDx and general working capital purposes to support the
Company's growth.
The Directors have the flexibility to increase the size of the
Placing to include a total of up to 6.0 million new Ordinary Shares
at the Placing Price, under the Company's existing shareholder
authority to issue new shares for cash on a non-pre-emptive basis.
Any proceeds from the Placing (net of expenses) in the excess of
the minimum GBP11.3 million (approximately US$14.1 million) will be
used in accordance with the Group's stated strategy and to provide
additional working capital to the Company.
The Placing Shares will be placed with specific institutional
and other investors, and are conditional upon, amongst other
things, Admission. The Placing Shares are being issued within the
Company's pre-existing shareholder authority limits.
2. CURRENT TRADING AND OUTLOOK
RenalytixAI is advancing its products through clinical
development in conjunction with leading primary health
providers.
The Company announced its interim results for the period to 31
December 2018 on 25 March 2019. These interim results contained a
review of the period to 31 December 2018. In the period since 31
December 2018, the Company has announced:
-- the publication of a 1,369 patient trial demonstrating the
predictive value of KidneyIntelX(TM) algorithm;
-- FDA granting Breakthrough Device designation to KidneyIntelX(TM);
-- a CLIA certificate number issued by New York State;
-- a CPT code, 0105U, granted by the American Medical Association; and
-- positive interim validation study results for
KidneyIntelX(TM) in a c.3,000 patient, multi-centre clinical trial
in Type 2 diabetes.
Trading since 31 December 2018 has been in-line with Directors'
expectations. In the remainder of calendar 2019 the Company expects
to:
-- receive additional performance results for KidneyIntelX(TM)
from its expanded clinical validation study in patients with Type 2
diabetes and patients of African ancestry;
-- initiate revenues as KidneyIntelX(TM) rollout begins; and
-- subject to ongoing discussions with the FDA, initiate a
multi-centre prospective clinical utility study programme for
KidneyIntelX(TM).
In 2020 and beyond, the Company expects an operational ramp up
and product extension through:
-- KidneyIntelX(TM) private insurance plan coverage determinations in the United States;
-- KidneyIntelX(TM) United States national Medicare pricing expected from early 2020;
-- data from KidneyIntelX(TM) c.3,500 patient drug response
study with University Medical Center Groningen, Netherlands;
-- FDA regulatory clearance of KidneyIntelX(TM); and
-- the initiation of FractalDx product commercial validation programme in kidney transplant.
3. INFORMATION ON THE PLACING
The Company proposes to raise a minimum of GBP12.0 million
(approximately $15.0 million) (before expenses) through the issue
of the Placing Shares at the Placing Price, which represents a
discount of 9.1 per cent. to the closing mid-price of 275 pence on
22 July 2019 being the last business day immediately prior to the
announcement of the Placing. Having considered the price at which
the Ordinary Shares are currently traded, and other market factors,
the Directors have resolved that the Placing Price is appropriate.
The Placing Shares will represent approximately 8.2 per cent. of
the Company's Enlarged Share Capital assuming the minimum number is
issued.
Pursuant to the terms of the Placing Agreement, Stifel and N+1
Singer, as agents for the Company, have severally conditionally
agreed to use their reasonable endeavours to place the Placing
Shares (other than those Placing Shares that will be subscribed for
directly as part of the Subscription) with certain institutional
and other investors. The Placing Agreement is conditional upon,
amongst other things, Admission becoming effective on or before
8.00 a.m. on 29 July 2019 (or such later time and/or date as the
Company, Stifel and N+1 Singer may agree, but in any event by no
later than 8.00 a.m. on 23 August 2019).
The Placing Agreement contains customary warranties from the
Company in favour of Stifel and N+1 Singer relating to the Group
and its business. In addition, the Company has agreed to indemnify
both Stifel and N+1 Singer and their respective affiliates in
relation to certain liabilities they may incur in respect of the
Placing. Either Stifel or N+1 Singer can terminate the Placing
Agreement at any time prior to Admission in certain circumstances,
including in the event of a material breach of the warranties given
in the Placing Agreement, the failure of the Company to comply with
its obligations under the Placing Agreement or, the occurrence of a
force majeure event or a material adverse change affecting the
financial position or business or prospects of the Company. If this
right is exercised by either Stifel or N+1 Singer the Placing will
not proceed. The Placing has not been underwritten by either Stifel
or N+1 Singer.
The Company has agreed to pay certain fees and commissions to
Stifel and N+1 Singer in respect of the Placing.
Application will be made for Admission and it is expected that
Admission will become effective and that dealings in the Placing
Shares will commence at 8.00 a.m. on 29 July 2019.
The Placing Shares will, if and when issued, rank pari passu in
all respects with the Existing Ordinary Shares including the right
to receive dividends and other distributions declared following
Admission.
Upon Admission, the Placing Shares will trade in the Company's
existing restricted line of Ordinary Shares under the symbol RENX
and ISIN GB00BYWL4Y04, and the Placing Shares subscribed for and
held by non-US Persons that are also non-SEC Affiliates of the
Company will be held in the CREST system and will be segregated
into a separate trading system within CREST identified with the
marker "REG S".
The Placing Shares held in CREST and the Placing Shares of any
SEC Affiliates of the Company that are not US Persons held in
certificated form will bear a legend (electronically in the case of
the former) stating, inter alia, that the Placing Shares may not be
offered or sold or otherwise transferred in the absence of
registration under the US Securities Act, unless the transaction is
exempt from, or not subject, to the registration requirements of
the US Securities Act and that resales or reoffers of the Placing
Shares made offshore in reliance on Regulation S may not be offered
or sold to, or for the account or benefit of, US Persons during the
Distribution Compliance Period.
4. US Securities Law Restrictions
The Placing Shares have not been, and will not be, registered
under the US Securities Act or under any securities laws of any
state or other jurisdiction of the United States. The Placing
Shares will be offered or sold only to non-US Persons in "offshore
transactions" as defined in and pursuant to Regulation S or
otherwise in transactions that are exempt from, or not subject to,
the registration requirements of the US Securities Act.
The Placing Shares offered to non-US Persons in the Placing will
be subject to the conditions listed under Rule 903(b)(3), or
Category 3, of Regulation S. Under Category 3, "offering
restrictions" (as defined in Regulation S) must be in place in
connection with the Placing and additional restrictions are imposed
on resales of the Placing Shares. Purchasers of the Placing Shares
may not offer, sell, pledge or otherwise transfer Placing Shares,
directly or indirectly, in or into the United States or to, or for
the account or benefit of, any US Person, except pursuant to a
transaction meeting the requirements of Rules 901 to 905 (including
the Preliminary Notes) of Regulation S, pursuant to an effective
registration statement under the US Securities Act or pursuant to
an exemption from the registration requirements of the US
Securities Act. All Placing Shares sold to non-US Persons in
"offshore transactions" will be subject to these restrictions until
the expiration of the Distribution Compliance Period. Hedging
transactions in the Placing Shares may not be conducted, directly
or indirectly, unless in compliance with the US Securities Act.
5. SUBSCRIPTION
The Icahn School of Medicine at Mount Sinai ("Mount Sinai")
proposes to subscribe for Placing Shares, at the Placing Price and
on similar terms as all other Placees, directly through the Company
so as to ensure that, following Admission, it will continue to hold
Ordinary Shares representing 14.9 per cent. of the Enlarged Share
Capital ("Subscription"). The Subscription will be conditional upon
Admission.
The Subscription by Mount Sinai will constitute a related party
transaction for the purposes of the AIM Rules. The independent
directors for the purposes of the Placing and Subscription (being
the remaining Directors not connected with Mount Sinai being Julian
Baines, James McCullough, Fergus Fleming, Richard Evans and
Christopher Mills), having consulted with the Company's nominated
adviser, Stifel, consider that the terms of the related party
transaction are fair and reasonable insofar as the Shareholders are
concerned.
Appendix
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH
INCLUDES ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT,
INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE COMPANY AND THE
COMPANY'S BUSINESS' FINANCIAL POSITION, BUSINESS STRATEGY, PLANS
AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, OR ANY
STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS
"TARGETS", "BELIEVES", "EXPECTS", "AIMS", "INTS", "WILL", "MAY",
"ANTICIPATES", "WOULD", "COULD" OR SIMILAR EXPRESSIONS OR NEGATIVES
THEREOF. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE
COMPANY'S CONTROL THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS OF THE COMPANY OR THE COMPANY'S BUSINESS TO BE
MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS
ASSUMPTIONS REGARDING THE COMPANY'S PRESENT AND FUTURE BUSINESS
STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY AND THE
COMPANY'S BUSINESS WILL OPERATE IN THE FUTURE. AS A RESULT,
PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING
STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO
REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR
ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
ANNOUNCEMENT. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE
DATE OF THIS DOCUMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY
OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS
TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY
CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR ANY
CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH
STATEMENTS ARE BASED UNLESS REQUIRED TO DO SO BY APPLICABLE LAW OR
THE AIM RULES. NO STATEMENT IN THIS ANNOUNCEMENT IS INTED 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.
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US
PERSONS OR IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF
IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
ISRAEL OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE APPIX ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED
INVESTORS 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"); (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; AND (C)
PERSONS WHO HAVE OTHERWISE BEEN LAWFULLY INVITED TO PARTICIPATE IN
THE PLACING BY STIFEL OR N+1 SINGER (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 IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY
OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OR SOLICITATION FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION,
SALE OR SUBSCRIPTION WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. IN ADDITION, THIS ANNOUNCEMENT IS NOT AN
OFFER OR SOLICITATION FOR SALE OR SUBSCRIPTION OF SECURITIES IN 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 OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES, OR OFFERED, SOLD OR TRANSFERRED TO, OR FOR THE
ACCOUNT OR BENEFIT OF, US PERSONS, 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 TO NON-US PERSONS 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.
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 ORORSED 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.
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 any of the Company, Stifel Nicolaus
Europe Limited ("Stifel"), Nplus1 Singer Advisory LLP ("N+1
Singer") or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia, the
Republic of South Africa, Israel, Japan or any other jurisdiction
in which the same would be unlawful, or to, or for the account or
benefit of, any US Person. No public offering of the Placing Shares
is being made in any such jurisdiction.
The Placing Shares will be subject to the conditions listed
under Rule 903(b)(3), or Category 3, of Regulation S. Purchasers of
the Placing Shares may not offer, sell, pledge or otherwise
transfer Placing Shares, directly or indirectly, in or into the
United States or to, or for the account or benefit of, any US
Person, except pursuant to a transaction meeting the requirements
of Rules 901 to 905 (including the Preliminary Notes) of Regulation
S, pursuant to an effective registration statement under the US
Securities Act or pursuant to an exemption from the registration
requirements of the US Securities Act. Further details are included
in "Registration and Settlement" and "Rule 144 Restrictions"
below.
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)
("FSMA") does not apply.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or Stifel or N+1 Singer or any
of their respective affiliates or SEC Affiliates or any of such
persons' directors, officers or employees or any other person as to
the accuracy, completeness or fairness of the information or
opinions contained in this Announcement and no liability whatsoever
is accepted by the Company, Stifel, N+1 Singer or any of such
persons' affiliates, SEC Affiliates, directors, officers or
employees or any other person for any loss howsoever arising,
directly or indirectly, from any use of such information or
opinions or otherwise arising in connection therewith.
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, the Israel Securities Authority or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained from the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares and the Placing Shares have not been, nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, Israel, 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,
Israel, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
Persons who are invited to and who choose to participate in the
Placing by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (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 (as defined above) 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:
a. it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
b. 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:
i. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of both Stifel and N+1 Singer has been given to the
offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
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. the Placing Shares will be subject to the conditions listed
under Rule 903(b)(3), or Category 3, of Regulation S, and will
trade in the Company's restricted line of Ordinary Shares under the
symbol RENX;
5. 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
6. 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, is not a US Person and is acquiring the Placing Shares in
an 'offshore transaction' as defined in and in accordance with
Regulation S under the Securities Act.
The Company, Stifel and N+1 Singer will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
No admission document or prospectus
No admission document or prospectus or other offering document
has been or will be submitted to be approved by the FCA or
submitted to the London Stock Exchange 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 Admission
(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 any
of Stifel (the Company's nominated adviser), N+1 Singer, the
Company or any other person, and none of Stifel, 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
Stifel and N+1 Singer today entered into an agreement with the
Company ("Placing Agreement").
Pursuant to the Placing Agreement and subject to the terms and
conditions set out in the Placing Agreement, Stifel and N+1 Singer,
as agents for and on behalf of the Company, have severally agreed
to use their respective reasonable endeavours to procure Placees
for the Placing Shares (other than those Placing Shares that will
be subscribed for directly as part of the Subscription) at the
Placing Price. The Placing is not being underwritten by Stifel or
N+1 Singer.
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 and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Application for admission to trading
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 the
Longstop Date and that dealings in the Placing Shares on AIM will
commence at the time of Admission.
Once the Placing Shares are admitted to trading on AIM, the
Placing Shares will trade in the Company's restricted line of
Ordinary Shares under the symbol RENX, and the Placing Shares
subscribed for and held by non-US Persons that are also non-SEC
Affiliates of the Company will be held in the CREST system and will
be segregated into a separate trading system within CREST
identified with the marker "REG S".
Participation and principal terms of the Placing
1 Stifel (either through itself or through any of its affiliates
or SEC Affiliates) is acting as nominated adviser, financial
adviser and joint broker to the Placing (excluding the
Subscription), as agent for and on behalf of the Company. Stifel is
authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Stifel or for providing
advice in relation to the matters described in this Announcement.
With respect to any offer or sale of securities in the United
States, Stifel is acting as agent for and on behalf of its
affiliate Stifel, Nicolaus & Company, Inc., a US Securities and
Exchange Commission registered broker-dealer pursuant to a Rule
15a-6 intra-group company agreement.
2 N+1 Singer (either through itself or through any of its
affiliates or SEC Affiliates) is acting as financial adviser and
joint broker to the Placing, (excluding the Subscription), as agent
for and on behalf of the Company. N+1 Singer is authorised and
regulated in the United Kingdom by the FCA and is acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of N+1 Singer or for
providing advice in relation to the matters described in this
Announcement.
3 Participation in the Placing (excluding the Subscription),
will only be available to persons who may lawfully do so, and who
are, invited by Stifel or N+1 Singer to participate in the Placing.
Stifel, N+1 Singer and any of their respective affiliates are
entitled to participate in the Placing as principal.
4 The Placing Price will be a fixed price of 250 pence per Placing Share.
5 The final number of Placing Shares (other than those Placing
Shares that will be subscribed for directly as part of the
Subscription) to be issued at the Placing Price will be agreed and
determined between Stifel, N+1 Singer and the Company and such
details will be announced by the Company through a Regulatory
Information Service pursuant to the placing results
announcement.
6 Each Placee's allocation in the Placing shall be determined by
Stifel, N+1 Singer and the Company. Placees' commitments to
subscribe for the Placing Shares will be made orally to Stifel or
N+1 Singer and confirmed by Stifel or N+1 Singer (as applicable) on
a recorded telephone line and a form of confirmation documenting
such commitment will be dispatched by Stifel or N+1 Singer (as
applicable) by email as soon as possible thereafter. Subject to the
receipt by the Company, Stifel and N+1 Singer of a US Investor
Letter from any such person who is in the United States or who is a
US Person, 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 Stifel, 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 Announcement
and in accordance with the Company's articles of association.
Except with Stifel and/or N+1 Singer's written consent, such
commitment will not be capable of variation or revocation at the
time at which it is submitted. The terms of this Appendix will also
be deemed incorporated in the form of confirmation.
7 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Stifel or N+1 Singer (as applicable)
(as agent for the Company) and the Company, to pay to Stifel or N+1
Singer (as applicable) (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.
8 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares (other than those Placing Shares that will be
subscribed for directly as part of the Subscription) to be acquired
pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and
Settlement".
9 All obligations of Stifel and N+1 Singer under the 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".
10 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Stifel or N+1 Singer, (b) any of Stifel or N+1
Singer's respective affiliates, agents, directors, officers,
consultants, (c) to the extent not contained within (a) or (b), any
person connected with Stifel and/or N+1 Singer as defined in FSMA
((b) and (c) being together "affiliates" and individually an
"affiliate" of Stifel or N+1 Singer), (d) any person acting on
either Stifel or N+1 Singer's behalf, 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 Stifel or N+1 Singer,
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 Stifel or N+1 Singer and the
Company may agree. Each Placee acknowledges and agrees that the
Company is responsible for the allotment of the Placing Shares to
the Placees and neither Stifel nor N+1 Singer shall have any
liability to the Placees for the failure of the Company to fulfil
those obligations.
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
Stifel or 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 Stifel or N+1 Singer, as well
as settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Stifel or N+1 Singer in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with Stifel or N+1 Singer (as applicable).
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to take
place in respect of the Placing Shares on 29 July 2019 and
Admission is expected to occur no later than 8.00 a.m. on 29 July
2019 unless otherwise notified by Stifel and/or N+1 Singer.
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 Stifel and/or N+1 Singer (as applicable)
may agree that the Placing Shares should be issued in certificated
form. Stifel and N+1 Singer reserve the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as they deem necessary, including by
requiring settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form, 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. Placing Shares held by US Persons and SEC Affiliates
of the Company shall be held in certificated form and accordingly
settlement shall not be permitted via CREST until such time as the
relevant restrictions are no longer applicable. SEC Affiliates of
the Company at the time of the Placing, or investors that become
SEC Affiliates at any time after the Placing, should seek
independent US legal counsel prior to selling or transferring any
Ordinary Shares.
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 Stifel and/or N+1 Singer.
Each Placee agrees that, if it does not comply with these
obligations, Stifel or N+1 Singer (as applicable) may sell, charge
by way of security (to any funder of either Stifel or N+1 Singer)
or otherwise deal with any or all of their Placing Shares on their
behalf and retain from the proceeds, for Stifel or N+1 Singer's (as
applicable) own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due and any
costs and expenses properly incurred by Stifel or N+1 Singer a
result of the Placee's failure to comply with its obligations. The
relevant Placee will, however, remain liable and shall indemnify
Stifel or N+1 Singer (as applicable) on demand for any shortfall
below the amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of their Placing Shares on their behalf. Legal
and/or beneficial title in and to any Placing Shares shall not pass
to the relevant Placee until such time as it has fully complied
with its obligations hereunder. By communicating a bid for Placing
Shares, each Placee confers on Stifel or N+1 Singer (as applicable)
all such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which Stifel or
N+1 Singer (as applicable) lawfully takes in pursuance of such
sale.
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.
Notwithstanding the above, the right is reserved to deliver all
of the Placing Shares to which the Placee is entitled in
certificated form should Stifel or N+1 Singer consider this
necessary or desirable.
CREST: Regulation S Category 3 Settlement Service
The Placing Shares have not been, and will not be, registered
under the US Securities Act or under any securities laws of any
state or other jurisdiction of the United States. Subject to
certain exceptions, the Placing Shares are being offered only
outside the United States in "offshore transactions" to non-US
Persons. The Placing Shares will be subject to the conditions
listed under Rule 903(b)(3), or Category 3, of Regulation S.
Purchasers of the Placing Shares may not offer, sell, pledge or
otherwise transfer Placing Shares, directly or indirectly, in or
into the United States or to, or for the account or benefit of, any
US Person, except pursuant to a transaction meeting the
requirements of Rules 901 to 905 (including the Preliminary Notes)
of Regulation S, pursuant to an effective registration statement
under the US Securities Act or pursuant to an exemption from the
registration requirements of the US Securities Act.
Each subscriber for Placing Shares, by subscribing for such
Placing Shares, agrees to reoffer or resell the Placing Shares only
pursuant to registration under the US Securities Act or in
accordance with the provisions of Regulation S or pursuant to
another available exemption from registration, and agrees not to
engage in hedging transactions with regard to such securities
unless in compliance with the US Securities Act. The above
restrictions severely restrict purchasers of Placing Shares from
reselling the Placing Shares in the United States or to a US
Person. These restrictions may remain in place or be reintroduced
following the expiry of the one-year Distribution Compliance Period
in relation to the Placing Shares, at the discretion of the
Company, for example in the event the Company subsequently issues
additional Ordinary Shares under the same ISIN as the Placing
Shares.
Once the Placing Shares are admitted to trading on AIM, the
Placing Shares will trade in the Company's existing restricted line
of Ordinary Shares under the symbol RENX, and the Placing Shares
subscribed for and held by non-US Persons that are also non-SEC
Affiliates of the Company will be held in the CREST system and will
be segregated into a separate trading system within CREST
identified with the marker "REG S". The "REG S" marker indicates
that the Ordinary Shares held in the CREST system will also bear a
legend setting out certain transfer restrictions and other
information, including that: (i) transfers of the Ordinary Shares
are prohibited except in accordance with the provisions of
Regulation S, pursuant to registration under the US Securities Act
or in a transaction not subject to the registration requirements of
the US Securities Act; and (ii) hedging transactions involving the
Ordinary Shares may not be conducted unless in compliance with the
US Securities Act.
Representations, warranties and certifications must be made
through the CREST system by those selling or acquiring the Ordinary
Shares with the "REG S" marker. If such representations, warranties
and certifications cannot be made or are not made, settlement
through CREST will be rejected. Furthermore, Placing Shares held by
US Persons and SEC Affiliates of the Company shall be held in
certificated form and accordingly settlement shall not be permitted
via CREST until such time as the relevant restrictions are no
longer applicable. SEC Affiliates of the Company at the time of the
Placing, or investors that become SEC Affiliates at any time after
the Placing, should seek independent US legal counsel prior to
selling or transferring any Ordinary Shares.
Rule 144 Restrictions
Rule 144 under the US Securities Act may be available for US
resales of Placing Shares by SEC Affiliates of the Company, subject
to various conditions being met including, among others, the
availability of current information regarding the Company,
applicable holding periods and volume and manner of sale
restrictions. Placing Shares held by SEC Affiliates of the Company
shall be held in certificated form and accordingly settlement shall
not be permitted via CREST until such time as the relevant
restrictions are no longer applicable. SEC Affiliates of the
Company at the time of the Placing, or investors that become SEC
Affiliates at any time after the Placing, should seek independent
US legal counsel prior to selling or transferring any Ordinary
Shares. A liquid trading market for the Ordinary Shares does not
currently exist in the United States, and the Company does not
expect such a market to develop soon.
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 Stifel and N+1 Singer under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
(a) the Company allotting the Placing Shares in accordance with
the terms of the Placing Agreement;
(b) none of the warranties or undertakings 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 constitute a breach of any
of the Warranties or undertakings given in the Placing
Agreement;
(c) the Subscription Letter not having lapsed or been terminated
and having been completed in accordance with its terms, subject
only to Admission;
(d) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(e) no matter having arisen before Admission which might
reasonably be expected to give rise to an indemnity claim under the
Placing Agreement;
(f) agreement by the Company, Stifel and N+1 Singer of the final
number of Placing Shares (other than those Placing Shares that will
be subscribed for directly as part of the Subscription) to be
issued at the Placing Price pursuant to the Placing and the
allocation of such Placing Shares to Placees;
(g) no occurrence of a market disruption event as specified in
the Placing Agreement; and
(h) Admission occurring by not later than 8.00 a.m. on 29 July
2019 (or such later date as the Company, Stifel and N+1 Singer may
agree in writing, in any event being not later than 23 August
2019),
(all conditions to the obligations of Stifel and N+1 Singer
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, Stifel and N+1 Singer may agree,
provided that the time for satisfaction of the condition set out in
(e) above shall not be extended beyond the Longstop Date) 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 Stifel
and N+1 Singer (acting together), in their absolute discretion by
notice in writing to the Company and Stifel and N+1 Singer 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.
Stifel and/or N+1 Singer may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
None of Stifel, 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 Stifel
and N+1 Singer.
Termination of the Placing
Either Stifel or N+1 Singer 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 Stifel or N+1 Singer that any of
the warranties were not true or accurate, or were misleading when
given or deemed given; or
2 it comes to the attention of Stifel or N+1 Singer that the
Company has failed to comply with its obligations under the Placing
Agreement, FSMA, MAR, the AIM Rules or other applicable law; or
3 it comes to the attention of Stifel or N+1 Singer that any
statement contained in the Placing documents has become or been
discovered to be untrue, inaccurate or misleading; or
4 there has occurred a force majeure event, or any material
adverse change has occurred in the financial position or prospects
or business of the Company and its subsidiary undertakings (taken
as whole) which, in the opinion of Stifel or N+1 Singer, will or is
likely to be prejudicial to the Placing or Admission or to the
subscription for Placing Shares by Placees.
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, Stifel and N+1 Singer that the exercise by the Company,
Stifel or N+1 Singer 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 Stifel or N+1 Singer and that
none of the Company, Stifel or N+1 Singer need make any reference
to such Placee and that none of Stifel, N+1 Singer, 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 Stifel or N+1 Singer of a form of confirmation
confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges and agrees (for itself and for any such prospective
Placee) to the Company, Stifel and N+1 Singer that:
1 it has read and understood this Announcement in its entirety
and that its subscription for 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 and undertakes
not to redistribute or duplicate this Announcement;
2 it has not received a prospectus, admission document or other
offering document in connection with the Placing and acknowledges
that no prospectus, admission document or other offering document:
(a) is required under the Prospectus Directive; and (b) has been or
will be prepared in connection with the Placing;
3 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;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of Stifel, N+1 Singer, 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, the Publicly Available Information, or, if it is in
the United States or is a US Person, a US Investor Letter; nor has
it requested any of Stifel, N+1 Singer, 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;
5 neither Stifel nor N+1 Singer, nor any person acting on behalf
of either of them or any of their respective affiliates, agents,
directors, officers or employees has or shall have any liability
for any Publicly Available Information, or any representation
relating to the Company, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by that person;
6 (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
and this Announcement, 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 and the information contained in this
Announcement; (b) none of Stifel, N+1 Singer, 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 and the information contained in this
Announcement; (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; (d)
has not relied on any investigation that Stifel or N+1 Singer or
any person acting on their behalf may have conducted with respect
to the Company, the Placing or the Placing Shares; and (e) it may
not place the same degree of reliance on this Announcement as it
may otherwise place on a prospectus or admission document;
7 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 Stifel nor N+1
Singer nor any persons acting on behalf of either of them or any of
their respective affiliates, agents, directors, officers or
employees 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;
8 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, Australia, Canada, the Republic of South Africa, Israel 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, Australia, Canada, the
Republic of South Africa, Israel or Japan or in any country or
jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
10 unless otherwise specifically agreed by the Company, Stifel
and N+1 Singer, it is not, and any person who it is acting on
behalf of is not, and at the time the Placing Shares are subscribed
for will not be, a resident of, or with an address in, or subject
to the laws of, the United States (or a US Person), Australia,
Canada, Israel, Japan 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, Israel, Japan or the Republic of
South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
11 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, or to, or for the account or
benefit of, a US Person, 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 US
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares;
12 unless otherwise specifically agreed by the Company, Stifel
and N+1 Singer, 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;
13 unless otherwise specifically agreed by the Company, Stifel
and N+1 Singer, it is not, and at the time the Placing Shares are
acquired will not be, a US Person, and is not acquiring the Placing
Shares for the account or benefit of any US Person;
14 it will not engage in hedging transactions, directly or
indirectly, with regard to the Placing Shares unless in compliance
with the US Securities Act;
15 it acknowledges and agrees that the Placing Shares held by
non-US Persons will bear a legend to the following effect, unless
the Company determines otherwise in compliance with applicable
law:
"THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL
NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION
S")). THE SHARES ARE BEING OFFERED ONLY TO NON-US PERSONS OUTSIDE
THE UNITED STATES IN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IN RELIANCE ON REGULATION S. THE
ORDINARY SHARES ARE "RESTRICTED SECURITIES" AS DEFINED UNDER RULE
144 (A)(3) PROMULGATED UNDER THE SECURITIES ACT. THE ORDINARY
SHARES MAY NOT BE TAKEN UP, OFFERED, SOLD, RESOLD, DELIVERED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR FROM THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS
DEFINED IN REGULATION S) EXCEPT: (I) IN AN OFFSHORE TRANSACTION
MEETING THE REQUIREMENTS OF REGULATION S, (II) PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT. RESALES OR REOFFERS OF ORDINARY
SHARES MADE OFFSHORE IN RELIANCE ON REGULATION S MAY NOT BE SOLD
TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON (AS DEFINED IN
REGULATION S) DURING THE ONE YEAR DISTRIBUTION COMPLIANCE PERIOD
UNDER REGULATION S. HEDGING TRANSACTIONS INVOLVING THESE ORDINARY
SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.
BY ACCEPTING THESE ORDINARY SHARES, THE HOLDER REPRESENTS AND
WARRANTS THAT IT (A) IS NOT A US PERSON (AS DEFINED IN REGULATION
S) AND (B) IS NOT HOLDING THE ORDINARY SHARES FOR THE ACCOUNT OR
BENEFIT OF ANY US PERSON.";
16 unless otherwise specifically agreed by the Company, Stifel
and N+1 Singer, it is not an SEC Affiliate of the Company nor does
it expect to become an SEC Affiliate of the Company as a result of
its participation in the Placing;
17 it acknowledges and agrees that any offer or sale of the
Placing Shares held through CREST must be made to non-US Persons in
"offshore transactions" as defined in and pursuant to Regulation S
and that, during the Distribution Compliance Period, prior to any
proposed transfer of the Placing Shares, other than pursuant to an
effective registration statement, representations, warranties and
certifications must be made through the CREST system by those
selling or acquiring the Placing Shares. If such representations,
warranties and certifications cannot be made or are not made,
settlement through CREST will be rejected;
18 it undertakes that it will not offer or sell certificated
Placing Shares except to non-US Persons in "offshore transactions"
as defined in and pursuant to Regulation S, pursuant to an
effective registration statement under the US Securities Act or
otherwise in transactions exempt from registration under the US
Securities Act;
19 it acknowledges and agrees that the Company may refuse to
register any transfer of the Placing Shares not made in accordance
with the provisions of Regulation S, pursuant to registration under
the US Securities Act or pursuant to an available exemption from
registration, and that the Company is under no obligation to
register or qualify the Placing Shares under the US Securities Act
or applicable securities laws of any state or other jurisdiction of
the United States;
20 it acknowledges and agrees that any offer or sale of Placing
Shares, if made prior to the expiration of the Distribution
Compliance Period, must be made pursuant to the following
conditions: (i) the purchaser of the Placing Shares (other than a
Distributor) must certify that it is not a US Person and is not
acquiring the Placing Shares for the account or benefit of any US
Person or is a US Person who purchased Placing Shares in a
transaction that did not require registration under the US
Securities Act; (ii) the purchaser of the Placing Shares must agree
to resell such Placing Shares only in accordance with the
provisions of Regulation S, pursuant to registration under the US
Securities Act or pursuant to an available exemption from
registration, and must agree not to engage in hedging transactions
with regard to such Placing Shares unless in compliance with the US
Securities Act; (iii) the Placing Shares must contain a legend to
the effect that transfer is prohibited except in accordance with
the provisions of Regulation S, pursuant to registration under the
US Securities Act or pursuant to an available exemption from
registration, and that hedging transactions involving the Placing
Shares may not be conducted unless in compliance with the US
Securities Act; (iv) the Company is required to refuse to register
any transfer of the Placing Shares not made in accordance with the
provisions of Regulation S, pursuant to registration under the US
Securities Act or pursuant to an available exemption from
registration; and (v) each Distributor selling Placing Shares to a
Distributor, a dealer (as defined in Section 2(a)(12) of the US
Securities Act) or a person receiving a selling concession, fee or
other remuneration, prior to the expiration of the Distribution
Compliance Period, must send a confirmation or other notice to the
purchaser stating that the purchaser is subject to the same
restrictions on offers and sales that apply to a Distributor;
21 it acknowledges and agrees that in the case of an offer or
sale of Placing Shares prior to the expiration of the Distribution
Compliance Period by a dealer (as defined in Section 2(a)(12) of
the US Securities Act), or a person receiving a selling concession,
fee or other remuneration in respect of the Placing Shares offered
or sold: (i) neither the seller nor any person acting on its behalf
may know that the offeree or buyer of the Placing Shares is a US
Person; and (ii) if the seller or any person acting on the seller's
behalf knows that the purchaser is a dealer (as defined in Section
2(a)(12) of the Securities Act) or is a person receiving a selling
concession, fee or other remuneration in respect of the Placing
Shares sold, the seller or a person acting on the seller's behalf
must send to the purchaser a confirmation or other notice stating
that the Placing Shares may be offered and sold during the
Distribution Compliance Period only in accordance with the
provisions of Regulation S, pursuant to registration of the
securities under the US Securities Act or pursuant to an available
exemption from the registration requirements of the US Securities
Act;
22 it acknowledges and agrees that in the case of an offer or
sale of Placing Shares by an officer or director of the issuer or a
Distributor, who is an SEC Affiliate of the Company or Distributor
solely by virtue of holding such position, no selling concession,
fee or other remuneration may be paid in connection with such offer
or sale other than the usual and customary broker's commission that
would be received by a person executing such transaction as
agent;
23 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 US Securities
Act;
24 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 to a US
Person or 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;
25 neither Stifel, N+1 Singer nor any of their 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 Stifel or N+1 Singer and neither
Stifel nor N+1 Singer have any duties or responsibilities to it for
providing the protections afforded to their 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;
26 it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees and undertakes that it will
make payment to Stifel or N+1 Singer (as applicable) for the
Placing Shares allocated to it in accordance with the terms and
conditions of this Announcement on the due times and dates set out
in this Announcement, failing which the relevant Placing Shares may
be placed with others on such terms as Stifel or N+1 Singer may, in
their respective absolute discretion determine without liability to
Stifel or N+1 Singer and the Placee 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;
27 no action has been or will be taken by any of the Company,
Stifel, N+1 Singer 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;
28 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. None of Stifel, N+1 Singer, 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 Stifel 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
Stifel or N+1 Singer (as applicable) or transferred to a CREST
stock account of Stifel or N+1 Singer (as applicable) who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
29 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, Stifel and N+1
Singer 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);
30 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 no instrument under which it
subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or the increased rates
referred to in those sections 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;
31 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;
32 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA 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 purposes of their business 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 the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
33 it is a Relevant Person (as defined above). 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;
34 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 and
agrees that this Announcement has not been approved by Stifel or
N+1 Singer in their capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
35 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 FSMA and
MAR in respect of anything done in, from or otherwise involving the
United Kingdom);
36 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 Stifel and/or N+1 Singer has been given to
the offer or resale;
37 if it has received any 'inside information' (for the purposes
of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities in advance of the Placing, it
confirms that it has received such information within the market
soundings regime provided for in article 11 of MAR and associated
delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
38 neither Stifel, N+1 Singer nor any of their respective
affiliates, agents, directors, officers, employees, ultimate
holding companies, any direct or indirect subsidiary undertakings
of those holdings companies or any person acting on behalf of any
of them has or shall have any liability for any matter arising out
of Stifel and/or N+1 Singer's role of placing agent or otherwise in
connection with the Placing and in particular 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.
Where such liability nevertheless arises as a matter of law Placees
will immediately waive any claim against any of such persons which
they may have in respect thereof;
39 none of Stifel, N+1 Singer, the Company, nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of Stifel, N+1 Singer, 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 Stifel or N+1 Singers' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
40 acknowledges and accepts that Stifel and/or N+1 Singer 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, Stifel and N+1 Singer
will not make any public disclosure in relation to such
transactions;
41 Stifel, N+1 Singer and each of their respective affiliates,
each acting as an investor for its or their own account(s), may bid
or subscribe for and/or purchase Placing Shares and, in that
capacity, may retain, purchase, offer to sell or otherwise deal for
its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by
Stifel, N+1 Singer and/or any of their respective affiliates,
acting as an investor for its or their own account(s). None of
Stifel, N+1 Singer 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;
42 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, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (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;
43 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime
Act 2002 and confirms that it has and will continue to comply with
those obligations;
44 in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, Stifel, N+1 Singer (both for themselves
and as agents on behalf of the Company) or the Company's registrars
may, in their absolute discretion, require verification of its
identity. Pending the provision to Stifel and/or N+1 Singer or the
Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at Stifel or N+1 Singers' absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at Stifel or N+1 Singer or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity either
Stifel or N+1 Singer (both for themselves and as agents on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, Stifel 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;
45 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 Stifel
or N+1 Singer's conduct of the Placing;
46 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;
47 it irrevocably appoints any duly authorised officer of Stifel
or N+1 Singer (as applicable) as its agent for the purpose of
executing and delivering to the Company and/or its registrars any
documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares for which it agrees to
subscribe or purchase upon the terms of this Announcement;
48 the Company, Stifel, N+1 Singer 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 Stifel and N+1 Singer, on their own behalf and on
behalf of the Company and are irrevocable;
49 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;
50 neither it nor, as the case may be, its clients expect Stifel
or N+1 Singer to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that Stifel and N+1 Singer are not acting for them or their
clients, and that Stifel and N+1 Singer will not be responsible for
providing the protections afforded to customers of Stifel and N+1
Singer (respectively) or for providing advice in respect of the
transactions described herein;
51 that it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
52 that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
53 it undertakes to Stifel or N+1 Singer (as applicable) at the
time of making its commitment to subscribe for Placing Shares that
it will confirm in writing to Stifel or N+1 Singer in the form of
confirmation sent by Stifel or N+1 Singer to Placees the number of
Placing Shares that it intends to subscribe for;
54 that, as far as it is aware it is not acting in concert
(within the meaning given in the City Code) with any other person
in relation to the Company;
55 that it is responsible for obtaining any legal, tax and other
advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or Stifel or N+1 Singer to provide any legal, tax or other
advice to it;
56 it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own
account as principal or for a discretionary account or accounts (as
to which it has the authority to make the statements set out
herein) for investment purposes only;
57 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;
58 time is of the essence as regards its obligations under this Appendix;
59 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 Stifel or N+1 Singer;
60 the Placing Shares will be issued subject to the terms and
conditions of this Appendix;
61 the rights and remedies of the Company, Stifel and N+1 Singer
under the terms and conditions in this Announcement 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; and
62 these terms and conditions in this Appendix and all documents
into which this Appendix are 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 Stifel 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, Stifel, N+1 Singer 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
Stifel, N+1 Singer, 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 Stifel nor N+1 Singer 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
Stifel or N+1 Singer (as applicable) accordingly. In addition,
Placees should note that they will be liable for any capital duty,
stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the acquisition by
them of any Placing Shares or the agreement by them to acquire any
Placing Shares and each Placee, or the Placee's nominee, in respect
of whom (or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or
similar taxes or duties undertakes to pay such taxes and duties,
including any interest and penalties (if applicable), forthwith and
to indemnify on an after-tax basis and to hold harmless the
Company, Stifel and N+1 Singer in the event that either the Company
and/or Stifel and/or N+1 Singer has incurred any such liability to
such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Stifel and N+1
Singer for themselves and on behalf of the Company and are
irrevocable and shall not be capable of termination in any
circumstances.
Each Placee and any person acting on behalf of the Placee
acknowledges that neither Stifel nor N+1 Singer 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 Stifel and/or N+1 Singer may (at its
absolute discretion) satisfy their obligations to procure Placees
by either of them 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 Stifel or N+1 Singer, any money held in an account
with Stifel or 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 Stifel or
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 and the Placee will rank only as a general creditor
of Stifel or N+1 Singer (as applicable).
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
AIM, a market operated by 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 for Companies" or "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 this Appendix
to this announcement);
"Appendix" means this appendix;
"CLIA" means Clinical Laboratory Improvement Amendments;
"Company" means Renalytix AI plc;
"CPT" means Current Procedural Terminology
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
"Directors" means the directors of the Company as at the date of
this Announcement;
"Distribution Compliance Period" means the period during which
the Placing Shares are subject to the conditions listed under Rule
903(b)(3) of Regulation S under the US Securities Act of 1933, as
amended or such longer period as may be required under applicable
law or as determined by the Company, being at least the expiry of
one year after the later of (i) the time when the Placing Shares
are first offered to persons other than Distributors in reliance
upon Regulation S and (ii) the date of closing of the Placing;
"Distributor" means a distributor (as defined in Rule 902(d) of
Regulation S);
"Enlarged Share Capital" means the Existing Ordinary Shares and
the Placing Shares;
"Existing Ordinary Shares" means the 53,816,134 Ordinary Shares
in issue as at the date of this Announcement;
"FCA" means the Financial Conduct Authority of the United
Kingdom acting in its capacity as the competent authority for the
purposes of Part IV of FSMA;
"FDA" means the US Food and Drug Administration;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"London Stock Exchange" means London Stock Exchange plc;
"Longstop Date" means 23 August 2019;
"MAR" means the EU Market Abuse Regulation No. 596 of 2014;
"N+1 Singer" means Nplus1 Singer Advisory LLP, registered in
England and Wales with number OC364131, whose registered office is
at 1 Bartholomew Lane, London, EC2N 2AX;
"Ordinary Shares" means the ordinary shares of GBP0.0025 each in
the capital of the Company;
"Placees" means eligible persons by whom or on whose behalf an
offer to acquire Placing Shares has been made;
"Placing" means the placing of Placing Shares at the Placing
Price by Stifel and N+1 Singer as agents for and on behalf of the
Company, pursuant to the terms of the Placing Agreement and
pursuant to the Subscription (as applicable);
"Placing Agreement" means the conditional placing agreement
dated 23 July 2019 relating to the Placing of the Placing Shares
(other than those Placing Shares which will be subscribed for
directly as part of the Subscription) between the Company, Stifel
and N+1 Singer;
"Placing Price" means 250 pence per Placing Share;
"Placing Shares" means up to 6,000,000 new Ordinary Shares to be
issued in connection with the Placing and the Subscription;
"Prospectus Directive" means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC;
"Regulation S" means Regulation S under the US Securities
Act;
"SEC Affiliate" means an affiliate as defined in Rule 405 under
the Securities Act;
"Securities Act" means the US Securities Act of 1933, as
amended;
"Shareholders" means the holders of Ordinary Shares;
"Stifel" means Stifel Nicolaus Europe Limited;
"Subscription" means the subscription by Mount Sinai directly
with the Company for Placing Shares representing 14.9% of the
Enlarged Share Capital;
"Subscription Letter" means the letter to be entered into
between Mount Sinai and the Company relating to the
Subscription;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia;
"US Investor Letter" means an investor letter in the form
provided to any Placee in the United States;
"US Person" means a U.S. person (as defined in Rule 902(k) of
Regulation S); and
"US Securities Act" means the United States Securities Act of
1933, as amended.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOECKNDPPBKKCOB
(END) Dow Jones Newswires
July 23, 2019 02:01 ET (06:01 GMT)
Renalytix (LSE:RENX)
Historical Stock Chart
From Apr 2024 to May 2024
Renalytix (LSE:RENX)
Historical Stock Chart
From May 2023 to May 2024