TIDMBVX
RNS Number : 5443G
BiVictriX Therapeutics PLC
19 July 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN E-THERAPEUTICS PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPICES INCLUDING APPIX II WHICH CONTAINS THE TERMS AND CONDITIONS
OF THE PLACING. THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET
OUT IN APPIX III OF THIS ANNOUNCEMENT.
BIVICTRIX THERAPEUTICS PLC
("BiVictriX" or the "Company")
Proposed Fundraise in excess of GBP2 million
Alderley Park, 19 July 2023 - BiVictriX Therapeutics plc (AIM:
BVX), an emerging biotechnology company applying a differentiated
approach to develop next-generation cancer therapies with
substantially improved cancer cell selectivity and anti-cancer
activity, announces a proposed fundraise in excess of GBP2 million
(before expenses) by way of a conditional placing to institutional
and other investors (the "Placing") and conditional direct
subscriptions with the Company by individual investors (the
"Subscription", and together with the Placing, the
"Fundraise").
The issue of new Ordinary Shares pursuant to the Fundraise will
be conditional on, inter alia, Shareholders approving resolutions
to increase the Directors' authority to allot the Placing and
Subscription Shares, and to disapply statutory pre-emption rights
(the "Resolutions"), at a General Meeting ("GM") of the Company
which is expected to be held on or around 8 August 2023 at 11.00
a.m. at the Company's registered office, Mereside Alderley Park,
Alderley Edge, Manchester, SK10 4TG.
Highlights of the Fundraise
-- A proposed total Fundraise in excess of GBP2 million before expenses comprising:
o the Placing to raise in excess of GBP1.2 million before
expenses through the issue of approximately 9.2 million new
Ordinary Shares (the "Placing Shares") at a price of 13 pence per
Placing Share (the "Issue Price"), representing approximately 14.0
per cent. of the Existing Ordinary Shares; and
o the Subscription to raise approximately GBP0.8 million before
expenses through the issue of 6.8 million new Ordinary Shares (the
"Subscription Shares") at the Issue Price, representing
approximately 10.3 per cent. of the Existing Ordinary Shares.
-- The Placing will be conducted by way of an accelerated
bookbuild process (the "Bookbuild") which will be launched
immediately following this Announcement, in accordance with the
terms and conditions set out in Appendix II to this Announcement.
The Bookbuild is expected to close on 19 July 2023. A further
announcement will be made in due course, confirming the final
quantum raised and number of new Ordinary Shares to be issued
pursuant to the Placing and Subscription once the Bookbuild has
closed.
-- The Issue Price represents a discount of approximately 10.3
per cent. to the closing middle market price of 14.5 pence per
Ordinary Share on 18 July 2023, being the latest practicable date
prior to the date and time of this Announcement.
-- The Placing Shares and Subscription Shares are eligible for EIS Relief and VCT Relief.
-- The issue of new Ordinary Shares pursuant to the Fundraise
will be conditional on, inter alia, Shareholders approving the
Resolutions at the Company's GM which is expected to be held on or
around 8 August 2023.
-- Neither the Placing nor the Subscription are underwritten.
-- SP Angel Corporate Finance LLP ("SP Angel") is acting as
Nominated Adviser, joint broker and joint bookrunner and Panmure
Gordon (UK) Limited ("Panmure") is acting as joint broker and joint
bookrunner.
Company overview
BiVictriX is applying a differentiated approach to one of the
fastest growing markets in oncology, delivering the next generation
of cancer-targeted Antibody Drug Conjugates ('ADCs') with an
initial target of Acute Myeloid Leukemia ('AML').
The Company's proprietary pipeline of Bi-Cygni(R) ADCs couple
the identification of novel cancer-specific fingerprints, targets
that are co-expressed on tumour cells and largely absent from
healthy cells, with the design of first-in-class obligate
bispecific ADCs to deliver the next-generation of ADC therapy with
superior cancer-selectivity and efficacy. Bi-Cygni(R) fingerprints
require dual binding to tumour cells to deliver maximum cell
killing power, whereas healthy cells that do not enable dual
binding are left largely unharmed; thereby providing the
opportunity to generate ADCs with the widest therapeutic windows.
Bi-Cygni(R) ADCs offer several potential benefits including
enabling higher dosing for prolonged periods and providing avenues
for combinatorial therapeutic regimens due to lower toxicity,
together with providing the potential to address tumour
heterogeneity in the clinic. All of which aims to provide better
tumour eradication and ultimately, improved outcomes for patients
with some of the most challenging to treat cancers.
Due to their enhanced cancer-selectivity, Bi-Cygni(R) ADCs offer
the opportunity for a novel approach to cancer treatment, with the
potential to vastly improve outcomes for patients and their
families across a broad spectrum of cancer indications.
Recent Developments
Since BiVictriX's initial public offering in August 2021, the
Company has prioritised investing resources towards progressing
internal and external research and development, culminating in
notable growth and expansion of its therapeutic pipeline and the
establishment of a strong intellectual property portfolio. These
efforts resulted in the identification of a development lead for
the Company's BVX001 programme in December 2022.
In January 2023, the Company announced positive in vivo data
from a toxicity evaluation study for BVX001 compared to gemtuzumab
ozogamicin ('GO'). GO, which is marketed as Mylotarg (R) , is
currently the only approved ADC indicated for the treatment of AML.
This study showed superior cancer cell selectivity and safety
versus Mylotarg (R) and provided validation for the wider
Bi-Cygni(R) approach across multiple tumour types.
On 6 June 2023, following a further four-week study, the Company
announced the nomination of a clinical candidate for BVX001,
following strong in vivo efficacy data. The data showed highly
statistically significant tumour regressions (up to 93 per cent. at
day 28), when compared to the untreated negative control group,
with no observed adverse effects in a murine model of AML.
On 19 June 2023, the Company announced positive interim data
from a second in vivo study for BVX001. In this study, the AML
tumours were established at a much larger size than during the
first in vivo study prior to dosing, making any anti-tumour
responses more significant. This data showed that BVX001 retains
its potent anti-tumour activity even in the more difficult setting,
with no observed adverse effects.
On 17 July 2023, the Company announced positive final data in
its second in vivo efficacy study of BVX001. The final data at day
28 showed that BVX001 induced highly statistically significant
tumour regressions of 97 per cent. following administration of all
eight scheduled doses. Together with the 19 June 2023 announcement,
these in vivo efficacy studies make up a strong preclinical data
package for BVX001 programme, demonstrating the significant
potential of the Company's lead therapeutic asset in treating
patients with AML.
Full results from this in vivo efficacy study will be submitted
for publication and presented at an upcoming scientific
conference.
On 17 July 2023, the Company also announced that the United
States Patent and Trademark Office ("USPTO") had issued a Notice of
Allowance, wherein USPTO has agreed to issue a patent which
provides broad protection of BVX001, in the US. It is anticipated
that the patent claims will be granted within the coming months.
The Company is also in the process of securing intellectual
property protection in a further seven global territories to
provide broad protection for BVX001 across all relevant
markets.
Rationale for the Fundraise
The Directors believe the proposed Fundraise will accelerate the
next stage of the Company's development and value creation and
support its plans to progress BVX001 into clinical trials for
AML.
The net proceeds of the Fundraise will be used to facilitate a
number of initiatives, with a focus on the Company's main asset,
BVX001, including investing in:
-- obtaining non-GLP toxicity data for BVX001;
-- securing orphan drug designation status for BVX001;
-- developing the broader pipeline to provide initial efficacy
and safety data, demonstrating the wider applicability of approach
to solid tumour indications; and
-- general working capital purposes.
Tiffany Thorn, Chief Executive Officer of BiVictriX Therapeutics
plc, commented: "Following the nomination of our clinical candidate
for BVX001, we believe we are now well positioned to demonstrate
the full potential of our promising next-generation Bi-Cygni(R) ADC
approach. The growing body of positive preclinical data for BVX001
provides evidence of our approach in improving the efficacy, and
importantly, the tumour specificity of this promising therapeutic
class in targeting some of the most challenging-to-treat cancers.
We are incredibly grateful for the continued support of our
existing shareholders and would like to welcome and thank our new
shareholders for joining us as we expeditiously advance our
first-in-class therapeutics. "
Details of the Conditional Placing
The Company, SP Angel and Panmure have today entered into a
placing agreement (the "Placing Agreement"), pursuant to which, on
the terms and subject to the conditions set out therein, SP Angel
and Panmure have agreed to use their reasonable endeavours to
procure, as the Company's agents, Placees for approximately 9.2
million Placing Shares at the Issue Price, raising gross proceeds
of approximately GBP1.2 million for the Company.
The Placing Agreement contains customary undertakings and
warranties given by the Company to SP Angel and Panmure including
as to the accuracy of information contained in this Announcement,
to matters relating to the Company and its business and a customary
indemnity given by the Company to SP Angel and Panmure in respect
of liabilities arising out of, or in connection with, the
Fundraise.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
Existing Ordinary Shares and the Subscription Shares, including,
without limitation, as regards the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
The Placing is conditional upon, inter alia, shareholder
approval being received at the Company's upcoming GM, expected to
take place on or around 8 August 2023, the Placing Shares being
admitted to trading on AIM by not later than 8.00 a.m. on 9 August
2023, or such later time and/or date as the Company, SP Angel and
Panmure may agree (being not later than 8.00 a.m. on 31 August
2023) and the Placing Agreement not having been terminated in
accordance with its terms. The Placing is also conditional on the
completion of the Subscription.
Appendix II to this Announcement sets out further information
relating to the terms and conditions of the Placing.
No element of the Placing (and for the avoidance of doubt, the
Fundraise) is underwritten.
Details of the Conditional Subscription
The Company has entered into subscription agreements with
various individual investors, pursuant to which the Company has
agreed to issue the Subscription Shares to such individual
investors, at the Issue Price, raising gross proceeds for the
Company of approximately GBP0.8 million (the "Subscription
Letters"). The Subscription Shares will be subscribed for on the
basis agreed pursuant to the Subscription Letters, rather than
pursuant to the terms and conditions of the Placing contained in
Appendix II to this Announcement.
The Subscription Shares, when issued, will be fully paid and
will rank pari passu in all respects with each other and with the
Existing Ordinary Shares and the Placing Shares, including, without
limitation, as regards the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Subscription is conditional upon, inter alia, shareholder
approval being received at the Company's upcoming GM, expected to
take place on or around 8 August 2023, the Admission of the
Subscription Shares and the Placing Shares becoming effective not
later than 8.00 a.m. on 9 August 2023, or such later time and/or
date as the Company may agree (being not later than 8.00 a.m. on 31
August 2023). The Subscription is also conditional upon the Placing
Agreement becoming unconditional in all respects and not being
terminated in accordance with its terms.
Issue of Equity and Admission
An application will be made to the London Stock Exchange for
admission of the Placing Shares and the Subscription Shares to
trading on AIM.
It is expected that Admission will take place at 8.00 a.m. (UK
time) on or around 9 August 2023 and that dealings in the Placing
Shares and Subscription Shares on AIM will commence at the same
time. Admission will be subject to shareholder approval of the
required Resolutions at the Company's upcoming GM.
Director Participation
Certain Directors intend to subscribe for 276,923 Subscription
Shares at the Issue Price for an aggregate amount of approximately
GBP36,000. Further details will be announced when the Bookbuild has
closed.
The capitalised terms used in this Announcement have the meaning
set out in Appendix III to this Announcement.
The TIDM for the Company's Ordinary Shares is BVX. The Company's
LEI is 213800ZIS5IZNA6N3L53.
For more information, please contact:
BiVictriX Therapeutics plc
Tiffany Thorn, Chief Executive Officer
Michael Kauffman, Non-Executive Email: info@bivictrix.com
Chairman
SP Angel Corporate Finance LLP Tel: +44 (0) 20 3470 0470
(NOMAD, Joint Broker and Joint Bookrunner)
David Hignell, Kasia Brzozowska
(Corporate Finance)
Vadim Alexandre, Rob Rees (Sales
and Broking)
Panmure Gordon (UK) Limited (Joint Tel: +44 (0) 20 7886 2500
Broker and Joint Bookrunner)
Rupert Dearden, Freddy Crossley,
Emma Earl
Consilium Strategic Communications
Mary-Jane Elliott, Namrata Taak, Tel: +44 (0) 20 3709 5700
Genevieve Wilson, Emmalee Hoppe Email: Bivictrix@consilium-comms.com
About BiVictriX Therapeutics plc
BiVictriX (AIM: BVX) is an emerging biotechnology company
leveraging clinical experience and its proprietary discovery engine
to advance a new class of highly cancer-selective, next-generation
precision cancer therapies in one of the fastest-growing markets in
oncology. BiVictriX's first-in-class Bi-Cygni(R) Antibody Drug
Conjugates ( ADCs) combine superior efficacy with substantially
improved cancer-selectivity and safety to provide opportunities for
prolonged dosing and greater efficacy in the clinic. The Company is
advancing its pipeline to deliver the future of cancer care across
a broad range of haematological and solid cancer indications in
areas of high unmet medical need .
Find out more at www.bivictrix.com and connect with us on
LinkedIn and Twitter @BiVictriX .
IMPORTANT NOTICES
No action has been taken by the Company or Panmure Gordon or SP
Angel or any of their respective affiliates, or any person acting
on its or their behalf that would permit an offer of the Placing
Shares, Subscription Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares or Subscription Shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Joint Brokers to inform themselves about, and to observe, such
restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with Regulation (EU) No
2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU
Prospectus Regulation as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK
Prospectus Regulation")) to be published. Persons needing advice
should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, business,
financial or tax advice.
This Announcement has not been approved by the London Stock
Exchange.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons (as defined in Appendix II). Persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which
this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it (other than the Appendix in relation to
Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or
commitment with the Company. In particular, the Placing Shares and
Subscription Shares have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or qualified for sale under the laws of any state
of the United States or under the applicable laws of any of Canada,
Australia, the Republic of South Africa, New Zealand or Japan and,
subject to certain exceptions, may not be offered or sold in the
United States or to, or for the account or benefit of, US persons
(as such term is defined in Regulation S under the Securities Act)
or to any national, resident or citizen of Canada, Australia, the
Republic of South Africa, New Zealand or Japan.
The distribution or transmission of this Announcement and the
offering of the Placing Shares and/or Subscription Shares in
certain jurisdictions may be restricted or prohibited by law or
regulation. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of any such jurisdiction. No action has been taken by the
Company or the Joint Brokers that would permit an offering of such
shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Brokers to inform themselves about, and to
observe, such restrictions. In particular, this Announcement may
not be distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or any other jurisdiction in which such release,
publication or distribution would be unlawful. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
UK should seek appropriate advice before taking any action.
By participating in the Bookbuild and the Fundraise, each person
who is invited to and who chooses to participate in the Fundraise
by making an oral or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this
Announcement in its entirety.
This Announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
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", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions
or negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Company to be materially
different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and
the environment in which the Company will operate in the future.
These forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based unless required to do so by applicable law or the AIM
Rules.
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 or losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses per
share of the Company.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Brokers or by any of their respective affiliates or any
person acting on its or their behalf as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Fundraise. Any indication in this Announcement of the price at
which Ordinary Shares have been bought or sold in the past cannot
be relied upon as a guide to future performance. 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. This Announcement does not identify or suggest, or
purport to identify or suggest, the risks (direct or indirect) that
may be associated with an investment in the Placing Shares and/or
Subscription Shares. The contents of this Announcement are not to
be construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult their or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, business, financial or tax advice.
All offers of the Placing Shares and/or Subscription Shares will
be made pursuant to an exemption under the UK Prospectus Regulation
or the EU Prospectus Regulation from the requirement to produce a
prospectus. This Announcement is being distributed and communicated
to persons in the UK only in circumstances to which section 21(1)
of the FSMA does not apply.
The Placing Shares and Subscription Shares to be issued or sold
pursuant to the Fundraise will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Panmure Gordon and SP Angel are authorised and regulated in the
United Kingdom by the FCA and are acting exclusively for the
Company and no one else in connection with the Fundraise, the
contents of this Announcement or any other matters described in
this Announcement. Panmure Gordon and SP Angel will not regard any
other person as its client in relation to the Fundraise, the
content of this Announcement or any other matters described in this
Announcement and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person
in relation to the Fundraise, the content of this Announcement or
any other matters referred to in this Announcement. SP Angel's
responsibilities as Nominated Adviser to the Company are owed
solely to the London Stock Exchange and no-one else.
Appendix II to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including Appendix II) and to be making such offer on the
terms and subject to the conditions set out in this Announcement
and to be providing the representations, warranties, undertakings,
agreements and acknowledgements contained in Appendix II. The
Company, the Joint Brokers and their respective affiliates, agents,
directors, officers and employees will rely upon the truth and
accuracy of the representations, warranties, undertakings,
agreements and acknowledgements contained in Appendix II.
APPIX I
Expected Timetable for the Fundraising
2023
Announcement of the results of the 19 July
Fundraise
General Meeting to approve the Fundraise 8 August
Admission effective and commencement 9 August
of dealings in the Placing Shares and
Subscription Shares
Placing Shares and Subscription Shares 9 August
credited to CREST stock accounts
Despatch of definitive share certificates within 14 working days
in respect of new Ordinary Shares to
be issued in certificated form
Long Stop Date 5.00 p.m. on 31 August
Notes:
(i) References to times in this Announcement are to London time
(unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
(iii) The timing of the events in the above timetable is
indicative only.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
INTRODUCTION
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN ("THE EXCLUDED TERRITORIES") OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT
BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION OR THE
UK, OTHER THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL
ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT
SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO
TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX)
AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS
(WITHIN THE MEANING OF THE PROSPECTUS REGULATION (EU) 2017/1129)
("EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (B)
PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION WHICH IS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 AS AMED AND SUPPLEMENTED (INCLUDING BY THE UK PROSPECTUS
AMMENT REGULATIONS 2019 AND THE FINANCIAL SERVICES AND MARKETS ACT
2000 (PROSPECTUS) REGULATIONS 2019) ("UK PROSPECTUS REGULATION")
WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 ("ORDER")
(INVESTMENT PROFESSIONALS) OR (II) FALL WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC.) ("UK QUALIFIED INVESTORS") (AND EU QUALIFIED
INVESTORS AND UK QUALIFIED INVESTORS BEING "QUALIFIED INVESTORS"
AND EACH A "QUALIFIED INVESTOR") AND (C) THOSE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (EACH SUCH PERSONS REFERRED
TO ABOVE BEING A "RELEVANT PERSON"). THIS ANNOUNCEMENT (INCLUDING
THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS APPIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR
INFORMATION PURPOSES ONLY IS NOT INTED TO FORM THE BASIS OF ANY
INVESTMENT ACTIVITY OR DECISION, AND SHOULD NOT BE CONSIDERED AS A
RECOMMATION BY THE COMPANY THAT ANY RECIPIENT SHOULD ACQUIRE ANY
INTEREST IN THE SHARE CAPITAL OR ANY OTHER INTEREST IN THE COMPANY.
IT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO
WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL
ADVISER FOR ADVICE.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"),
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY
(I) OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS
DEFINED IN AND IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES
ACT ("REGULATION S") AND OTHERWISE IN ACCORDANCE WITH APPLICABLE
LAWS AND; (II) IN THE UNITED STATES TO A LIMITED NUMBER OF
"QUALIFIED INSTITUTIONAL BUYERS" ("QIB") AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO
PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS
MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE
PLACING SHARES.
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 (each such person
whose participation is accepted by the Joint Brokers in accordance
with this Appendix being hereinafter referred to as a "Placee" and
together, as the "Placees" will be deemed to have read and
understood this Announcement and these terms and conditions in
their entirety and to be making such offer on the terms and
conditions and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In
particular, each such Placee represents warrants and acknowledges
to the Company and the Joint Brokers that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. 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,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation and Article 5(l) of the UK Prospectus
Regulation, (i) the Placing Shares acquired by it have not been
acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in any Member State of the EEA or
the UK other than Qualified Investors or in circumstances in which
the prior consent of the Joint Brokers 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 or the UK other
than Qualified Investors, the offer of those Placing Shares to it
is not treated under the Prospectus Regulation as having been made
to such persons; and/or
4. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting) is (a) located outside
the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; or (b) is a dealer or other professional fiduciary in
the United States acting on a discretionary basis for a non-U.S.
Person as defined in and in reliance on Regulation S; or (c) if
within the United States, is a QIB.
The Company and the Joint Brokers will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements. Each Placee hereby agrees with the Company and the
Joint Brokers to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued.
A Placee shall, without limitation, become so bound if the Joint
Brokers confirm to such Placee its allocation of Placing Shares.
Neither of the Joint Brokers makes any representation to any Placee
regarding an investment in the Placing Shares referred to in this
Announcement (including this Appendix).
This Announcement (including this Appendix) does not constitute
an offer and may not be used in connection with an offer, to sell
or issue or the solicitation of an offer to buy or subscribe for
Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. No action has been taken by the
Company or the Joint Brokers that would permit an offering of such
securities or possession or distribution of this document or any
other offering or publicity material relating to such securities in
any jurisdiction where action for that purpose is required. This
Announcement (including this Appendix) and the information
contained herein is not for publication or distribution, directly
or indirectly, to persons in the United States, the Excluded
Territories or in any jurisdiction in which such publication or
distribution is unlawful. Persons who come into possession of this
Announcement are required by the Company to inform themselves about
and to observe any restrictions of transfer of this Announcement.
No public offer of securities of the Company under the Placing is
being made in the United Kingdom, the United States or any Excluded
Territory.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or under any laws of, or with any securities
regulatory authority of, any state or other jurisdiction of the
United States, and may not be offered, sold, resold, transferred or
delivered, directly or indirectly, in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction in the United States. The Placing Shares are
only being offered and sold only (i) outside the United States in
offshore transactions as defined in and in accordance with
Regulation S; and (ii) in the United States to a limited number of
QIBs pursuant to an exemption from the registration requirements of
the Securities Act. Any offer or sale of Placing Shares in the
United States will be made only by broker-dealers who are
registered as such under the Exchange Act. The Company has not
registered and will not be registered under the U.S. Investment
Company Act of 1940, as amended.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of any of the Excluded Territories. 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 the Excluded
Territories or any other jurisdiction outside the United
Kingdom.
Any indication in this Announcement of the price at which Shares
have been bought or sold in the past cannot be relied upon as a
guide to future performance. No statement in this Announcement is
intended 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 Placing Shares will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the announcement of which it forms part should
seek appropriate advice before taking any action.
TIMETABLE FOR THE PLACING
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The Placing Shares will be
allotted on 8 August 2023, conditional the passing of the
Resolutions at the General Meeting and upon Admission becoming
effective on 9 August 2023
DETAILS OF THE PLACING
The Joint Brokers have entered into the Placing Agreement with
the Company under which the Joint Brokers have (severally, and not
jointly or jointly and severally), on the terms and subject to the
conditions set out therein, undertaken to use their respective
reasonable endeavours to procure, as agents for the Company,
subscribers for the Placing Shares at the Issue Price.
The Placing Agreement contains customary warranties and
indemnities given by the Company to the Joint Brokers as to matters
relating to the Company and its business in respect of liabilities
arising out of, or in connection with, the Placing.
The Joint Brokers will today commence the Bookbuild to determine
demand for participation by Placees. The book will open with
immediate effect. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares. Members of the public are not entitled to
participate.
The Joint Brokers and the Company shall be entitled to effect
the Placing by such alternative method to the Bookbuild as they
may, in their sole discretion, determine.
The Bookbuild is expected to close at 2 p.m. GMT today, 19 July
2023 , but may be closed earlier, or later, at the discretion of
the Joint Brokers. The Joint Brokers may, in agreement with the
Company, accept bids received after the Bookbuild has closed.
The Joint Brokers (after consultation with the Company and on
the basis of allocations agreed between the Company and the Joint
Brokers) reserve the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of applications
in excess of the target amount under the Placing. The Company and
the Joint Brokers also reserve the right not to accept offers to
subscribe for Placing Shares or to accept such offer in part rather
than in whole. The Joint Brokers shall be entitled to effect the
Placing by such method as they shall in their sole discretion
determine. To the fullest extent permissible by law and the
applicable rules of the FCA, neither of the Joint Brokers nor any
holding company of a Joint Broker nor any subsidiary branch or
affiliate of a Joint Broker (each an affiliate) nor any person
acting on behalf of any of the foregoing shall have any liability
to the Placees (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, neither of the Joint
Brokers, nor any affiliate thereof nor any person acting on their
respective behalf's shall have any liability to Placees in respect
of their conduct of the Bookbuild or the Placing.
Each Placee's obligations will be owed to the Company and to the
Joint Brokers. Following the confirmation referred to below in the
paragraph entitled "Participation in, and principal terms of, the
Placing", each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Joint Brokers, to
pay to Panmure Gordon or SP Angel (as the case maybe) (or as they
shall each respectively direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares
which such Placees has agreed to acquire.
Each Placee and any person acting on behalf of such Placee
agrees to indemnify on demand and hold each of the Joint Brokers
and the Company, and their respective affiliates harmless from any
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
acknowledgments, undertakings, representations, warranties and
agreements set forth in these terms and conditions and any contract
note.
The Placing is also conditional upon the Placing Agreement
becoming unconditional and the Placing Agreement not being
terminated in accordance with its terms. Further details of
conditions in relation to the Placing are set out below in the
paragraph entitled "Conditions of the Placing". All obligations
under the Placing will be subject to the fulfilment of the
conditions referred to below in the paragraph entitled "Conditions
of the Placing".
To the fullest extent permitted by law, each Placee acknowledges
and agrees that it will not be entitled to exercise any remedy of
rescission at any time. This does not affect any other rights the
Placee may have.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Shares after the relevant date of issue of the Placing
Shares.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the London Stock Exchange for the
Admission. Settlement of the Placing Shares and Admission is
expected to become effective on or around 8.00 a.m. on 9 August
2023 and dealings in the Placing Shares will commence at that
time.
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares to
Placees in certificated form if either of the Joint Brokers or the
Company in its absolute discretion considers this to be necessary
or desirable.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable and binding obligation
to pay the Issue Price in cleared funds for the number of Placing
Shares duly allocated to the Placee under the Placing in the manner
and by the time directed by the Joint Brokers. If any Placee fails
to pay as so directed and/or by the time directed, the relevant
Placee's application for Placing Shares shall at the Joint Brokers'
discretion either be rejected or accepted in which case the
paragraph below entitled "Registration and Settlement" shall apply
to such application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Each Joint Broker (whether through itself or any of its
affiliates) is arranging the Placing as placing agent of the
Company and using its reasonable endeavours to procure Placees at
the Issue Price for the Placing Shares.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by the Joint
Brokers. The Joint Brokers and its affiliates may participate in
the Placing as principal.
By participating in the Placing, Placees will be deemed to have
read and understood this Announcement, including this Appendix, in
its entirety and to be participating and making an offer for
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, agreements and
undertakings contained in this Appendix.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
The number of Placing Shares to be issued, and the extent of
each Placee's participation in the Placing (which will not
necessarily be the same for each Placee), will be agreed between
the Joint Brokers and the Company following completion of the
Bookbuild. No element of the Placing will be underwritten. The
aggregate number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or by email with a
Joint Broker as agent of the Company. Each Placee's allocation will
be determined by the Joint Brokers at their discretion and
confirmed to Placees orally or by email by the relevant Joint
Broker, and a form of confirmation will be dispatched as soon as
possible thereafter. The oral or email confirmation to such Placee
will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of the
Joint Brokers and the Company, under which it agrees to acquire the
number of Placing Shares allocated to it at the Issue Price on the
terms and conditions set out in this Appendix and in accordance
with the articles of incorporation of the Company.
Except as required by law or regulation, no press release or
other announcement will be made by the Joint Brokers or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made on
the basis explained below under the paragraph entitled
"Registration and Settlement".
All obligations under the Placing will be subject to fulfilment
or (where applicable) waiver of, amongst other things, the
conditions referred to below and to the Placing not being
terminated on the basis referred to below.
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.
Subject to being otherwise provided for herein, the Joint
Brokers may choose to not accept bids and/or accept bids, either in
whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. The Joint Brokers may
also, subject to the prior consent of the Company (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time; and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time.
To the fullest extent permissible by law, none of the Company,
the Joint Brokers or any of their respective affiliates shall have
any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise under these terms and conditions).
In particular, none of the Company, the Joint Brokers or any of
their respective affiliates, agents, directors, officers or
employees shall have any liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Joint
Brokers' conduct of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the issue of the Placing
Shares to the Placees and the Joint Brokers shall have no liability
to the Placees for the failure of the Company to fulfil those
obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The Joint Brokers' obligations under the Placing Agreement
(which are several and not joint, or joint and several) in respect
of the Placing Shares are conditional on, inter alia:
1. the Resolutions relating to the Placing and Subscription
being passed at the General Meeting;
2. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
3. none of the warranties given by the Company in the Placing
Agreement being untrue, inaccurate or misleading to an extent which
would be material as at the date of the Placing Agreement or at any
time between the date of the Placing Agreement and Admission;
4. the Company having complied with its obligations under the Placing Agreement; and
5. Admission having occurred.
If (a) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or (where
applicable) waived by the Joint Brokers by the respective time or
date where specified (or such later time or date as the Company and
the Joint Brokers may agree not being later than 3.00 p.m. on the
"Final Date" (being 31 August 2023; or (b) the Placing Agreement is
terminated as described below, the Placing in relation to the
Placing Shares will lapse and the Placee's rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Subject to certain exceptions, the Joint Brokers may, at their
absolute discretion and upon such terms as they think fit, waive,
or extend the period (up to the Final Date) for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
Neither of the Joint Brokers nor the Company nor any of their
respective affiliates, agents, directors, officers or 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 they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Company and the Joint Brokers.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Either Joint Broker is entitled, at any time before Admission,
to terminate the Placing Agreement by giving notice to the Company
in certain circumstances, including, inter alia:
1. the Company is in breach of any of its material obligations
under the Placing Agreement or cannot comply with such material
obligation; or
2. any of the warranties given by the Company to the Joint
Brokers under the Placing Agreement is or if repeated at any time
up to Admission would cause it to be untrue, inaccurate or
misleading in any material respec t; or
3. if, amongst other things, there is a substantial change in
any national or international political, military, diplomatic,
economic, financial or market conditions which in the Joint
Broker's opinion (acting in good faith and after such consultation
with the Company or the other Joint Broker as shall be practicable
in the circumstances) would have or be likely to have a material
and adverse effect on the Placing, the Open Offer or dealings in
Placing Shares in the secondary market or is of such magnitude to
render the Placing or the creation of a market in the Placing
Shares temporarily or permanently impracticable or inadvisabl e;
or
4. if it comes to the notice of the Joint Brokers (or either of
them) that any statement contained in any Placing Document become
untrue, inaccurate or misleading in any material respect or matters
have arisen which would, if the Circular was issued at that time,
constitute a material omission there from.
Following Admission, the Placing Agreement is not capable of
termination to the extent it relates to the Placing of any of the
Placing Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by a Joint Broker of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of such Joint Broker and that it need not make any
reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against the Joint Brokers,
the Company or any of their respective directors or employees under
the Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended) or otherwise.
NO PROSPECTUS
The Placing Shares are being offered to Relevant Persons only
and will not be offered in such a way as to require a prospectus in
the United Kingdom or elsewhere under the Prospectus Regulation
Rules Sourcebook published by the FCA. No offering document or
prospectus has been or will be submitted to be approved by the FCA
or any other party in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and
certain business and financial information the Company is required
to publish in accordance with the Companies Act 2006, the AIM Rules
and the rules and practices of the FCA (collectively "Exchange
Information"), save that in the case of Exchange Information a
Placee's right to rely on that information is limited to the right
that such Placee would have as a matter of law in the absence of
this paragraph .
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement, including this Appendix, is
exclusively the responsibility of the Company and confirms that it
has not relied on any other information (other than the Exchange
Information), representation, warranty, or statement made by or on
behalf of the Company or the Joint Brokers or any other person and
neither of the Joint Brokers nor the Company or any of their
respective affiliates, agents, directors, officers or employees nor
any other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Company, the Joint Brokers or their
respective officers, directors, employees or agents. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor
the Joint Brokers are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN:
GB00BNXH3K91) following Admission will take place within the
relevant system administered by Euroclear, being CREST provided
that, subject to certain exceptions, the Joint Brokers reserve the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
they deem necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction. The Company reserves the
right to require settlement for and delivery of the Placing Shares
to Placees in certificated form if any of the Joint Brokers or the
Company in its absolute discretion considers this to be necessary
or desirable.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a form of confirmation
stating the number of Placing Shares allocated to it at the Issue
Price, the aggregate amount owed by such Placee to the relevant
Joint Broker (as agent for the Company) and settlement instructions
(including the trade date which will be 8 August 2023). Each Placee
will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the CREST or certificated settlement instructions that it
has in place with the relevant Joint Broker. Each Placee will also
be sent a trade confirmation on the trade date (referred to above)
confirming the details of the trade (being the acquisition of the
relevant number of Placing Shares).
Admission and settlement may occur at an earlier date.
Settlement will be on a delivery versus payment basis. However, in
the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Joint Brokers may agree that the
Placing Shares should be issued in certificated form. The Joint
Brokers and the Company reserves the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as they deem necessary if delivery or
settlement to Placees is not practicable within the CREST system or
would not be consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the London
Inter-Bank Offered Rate as determined by the relevant the Joint
Broker.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Brokers (or either of them) may sell
any or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for the relevant the
Joint Brokers' account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any
interest due. Any excess proceeds will pass to the relevant Placee
at its risk. The relevant Placee will, however, remain liable and
shall indemnify the Joint Brokers on demand for any shortfall below
the aggregate amount owed by it and may be required to bear any
stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the
Joint Brokers all such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions
which the Joint Brokers lawfully takes in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the 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 UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing. If there are
any other circumstances in which any stamp duty or stamp duty
reserve tax or other similar taxes (and/or any interest, fines or
penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Joint Brokers or
the Company shall be responsible for the payment thereof.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By submitting a bid and/or participating in the Placing, each
Placee (and any person acting on such Placee's behalf) makes the
following representations, warranties, acknowledgements, agreements
and undertakings (as the case may be) to the Company and the Joint
Brokers, namely that, each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for and purchase of the Placing Shares is subject to,
and based upon, all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein not in reliance on any information
given or any representations, warranties or statements made at any
time by any person in connection with the relevant Admission(s),
the Company, the Placing or otherwise, other than the information
contained in this Announcement, and undertakes not to redistribute
or duplicate this Announcement (including this Appendix);
2. represents and warrants that its obligations are irrevocable
and legally binding and shall not be capable of rescission or
termination by it in any circumstances;
3. acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares or is
required under the EU Prospectus Regulation or the UK Prospectus
Regulation and represents and warrants that it has not received and
will not receive a prospectus, admission document or other offering
document in connection therewith;
4. acknowledges that the Ordinary Shares are admitted to trading
on AIM, and the Company is therefore required to publish Exchange
Information, which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that the Placee is able to obtain or
access such information without undue difficulty, and is able to
obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
5. represents and warrants that in making any decision to
acquire Placing Shares: (i) it has such knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of taking up the Placing
Shares; (ii) it is experienced in investing in securities of a
similar nature to the Shares and in the sector in which the Company
operates and is aware that it may be required to bear, and is able
to bear, the economic risk of participating in, and is able to
sustain a complete loss in connection with, the Placing; (iii) it
has relied on its own examination, due diligence and analysis of
the Company and its affiliates taken as a whole, including the
markets in which the Company and its affiliates operate, and the
terms of the Placing, including the merits and risks involved, and
not upon any view expressed or information provided by or on behalf
of either of the Joint Brokers; (iv) it has had sufficient time and
access to information to consider and conduct its own investigation
with respect to the offer and purchase of the Placing Shares,
including the legal, regulatory, tax, business, currency and other
economic and financial considerations relevant to such investment
and
has so conducted its own investigation to the extent it deems
necessary for the purposes of its investigation; and (v) it will
not look to the Company, the Joint Brokers or any of their
respective affiliates, agents, directors, officers or employees, or
any person acting on its or their behalf for all or part of any
such loss or losses it or they may suffer;
6. represents and warrants that it is entitled to subscribe for
and/or purchase Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all governmental and other consents which may be
required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may
result in the Company or the Joint Brokers or any of their
respective directors, officers, employees or agents acting in
breach of any regulatory or legal requirements of any territory in
connection with the Placing or its acceptance;
7. represents and warrants that it has obtained all necessary
consents and authorities to enable it to give its commitment to
subscribe for and/or purchase the Placing Shares and it satisfies
any and all standards for investors in the Placing Shares imposed
by the jurisdiction of its residence or otherwise;
8. represents and warrants that none of the Joint Brokers, the
Company, nor any of their respective affiliates or any person
acting on behalf of any of them has provided it, and will not
provide it, with any material regarding the Placing Shares or the
Company other than this Announcement; nor has it requested the
Joint Brokers, the Company, their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information and has read and understood the Exchange
Information;
9. acknowledges that the content of this Announcement (including
this Appendix) is exclusively the responsibility of the Company,
and that neither Joint Broker, their affiliates or any person
acting on their behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement (including this Appendix) or any information
previously or concurrently published by or on behalf of the Company
(including any Exchange Information), and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement (including this Appendix) or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this Announcement (including this Appendix) and any Exchange
Information (save that in the case of Exchange Information, a
Placee's right to rely on that information is limited to the right
that such Placee would have as a matter of law in the absence of
this paragraph) , such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made
by the Joint Brokers or the Company or any of their respective
directors, officers or employees or any person acting on behalf of
any of them (including with respect to the Company, the Placing,
the Placing Shares or the accuracy, completeness or adequacy of any
publicly available information), or, if received, it has not relied
upon any such information, representations, warranties or
statements, and neither of the Joint Brokers nor the Company will
be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it may not place the same degree of
reliance on this Announcement as it may otherwise place on a
prospectus or admission document. Each Placee further acknowledges
and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company and the
terms of the Placing in deciding to participate in the Placing and
it will not rely on any investigation that the Joint Brokers, their
affiliates or any other person acting on their behalf has or may
have conducted;
10. represents and warrants that as far as it is aware, it is
not acting in concert (within the meaning given in The City Code on
Takeovers and Mergers) with any other person in relation to the
Company;
11. appoints irrevocably any director of either of the Joint
Brokers as its agent for the purpose of executing and delivering to
the Company and/or its registrars any document on its behalf
necessary to enable it to be registered as the holder of the
Placing Shares subscribed for in the Placing;
12. acknowledges that any documents sent to Placees will be sent
at the Placees' risk. Any such documents may be sent by post to
such Placees at an address notified to the Joint Brokers;
13. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing. if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available;
14. acknowledges that time is of the essence as regards its
obligations under this Announcement;
15. acknowledges that the Joint Brokers do not have any duties
or responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that neither Panmure Gordon nor SP Angel Capital is
acting for it or its clients and that the Joint Brokers will not be
responsible for providing protections to their respective
clients;
16. acknowledges that neither of the Joint Brokers, any of their
affiliates or any persons acting on behalf of them has or shall
have any liability for any publicly available or filed information
(including any Exchange 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;
17. represents and warrants that, save in the event of fraud on
the part of the relevant Joint Brokers (and to the extent permitted
by the FCA), neither of the Joint Brokers, their respective
ultimate holding companies nor any direct or indirect subsidiary
undertakings of such holding companies, nor any of their respective
directors and employees shall be liable to Placees for any matter
arising out of either Joint Brokers' role as placing agent or
otherwise in connection with the Placing and that where any such
liability nevertheless arises as a matter of law, Placees will
immediately waive any claim against any of such persons which it
may have in respect thereof;
18. represents and warrants that a) (i) it is not a person
located in the United States and is eligible to participate in an
"offshore transaction" as defined in and in accordance with
Regulation S and the Placing Shares were not offered to it by means
of "directed selling efforts" as defined in Regulation S; or (ii)
it is both a QIB and will duly execute a US investor letter and
deliver the same to one of the Joint Brokers or their respective
affiliates;
19. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or under any laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States, and that the Placing Shares are
only being offered and sold (i) outside the United States in
offshore transactions as defined in and pursuant to Regulation S
under the Securities Act; and (ii) in the United States to a
limited number of QIBs pursuant to an exemption from the
registration requirements of the Securities Act.;
20. unless otherwise specifically agreed in writing with the
Joint Brokers, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of any
of the Excluded Territories;
21. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of any of the
Excluded Territories and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions;
22. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
23. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation (EU) No. 596/2014 (or the Market Abuse Regulation (EU)
No. 596/2014 as retained in UK law), Criminal Justice Act 1993 and
Part VIII of the Financial Services and Markets Act 2000, as
amended ("FSMA") and other applicable law; (ii) in connection with
money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) 2017 Regulations, and any other applicable law (where
all such legislation listed under this (ii) shall together be
referred to as the "AML Legislation"); and (iii) it is not a
person: (1) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (2)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (3) subject to
financial sanctions imposed pursuant to a regulation of the EU or a
regulation adopted by the United Nations (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 and pursuant to AML Legislation and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Joint Brokers or the Company such evidence,
if any, as to the identity or location or legal status of any
person (including in relation to the beneficial ownership of any
underlying investor) which the Joint Brokers or the Company may
request from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise or any other information as may be required to comply
with legal or regulatory requirements (including in particular
under the AML Legislation)) in the form and manner requested by the
Joint Brokers or the Company on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Joint Brokers and the
Company may decide at their sole discretion;
24. represents and warrants that it will not distribute,
forward, transfer or otherwise transmit this Announcement or any
other materials concerning the Placing (including any electronic
copies thereof), directly or indirectly, whether in whole or in
part, in or into the Excluded Territories or any other jurisdiction
in which such distribution, forwarding, transfer or transmission
would be unlawful;
25. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, represents and warrants that
the Placing Shares purchased 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 or the UK other than EU Qualified Investors
or UK Qualified Investors respectively, or in circumstances in
which the prior consent of the Joint Brokers has been given to the
offer or resale;
26. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA or
the UK prior to 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 in and which will not result in an offer to the public in
any Member State of the EEA or the UK within the meaning of the EU
Prospectus Regulation or UK Prospectus Regulation respectively;
27. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
28. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial
Services Act 2012 with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
29. it understands that 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, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
30. if in the United Kingdom, represents and warrants that it
and any person acting on its behalf is a UK Qualified Investor who:
(i) falls with Articles 49(2)(A) to (D) or 19(5) of the Financial
Promotion Order; or (ii) it is a person to whom the Placing Shares
may otherwise be lawfully offered under the Financial Promotion
Order or, if it is receiving the offer in circumstances under which
the laws or regulations of a jurisdiction other than the United
Kingdom would apply, it is a person to whom the Placing Shares may
be lawfully offered under that other jurisdiction's laws and
regulations; and (iii) is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook;
31. if it is in a Member State of the EEA, it is a Qualified
Investor within the meaning of Article 2(e) of the EU Prospectus
Regulation and, to the extent applicable, any funds on behalf of
which it is acquiring the Placing Shares that are located in a
Member State of the EEA are each themselves such a Qualified
Investor;
32. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement (including this Appendix)) and will honour such
obligations;
33. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (i) to acquire the Placing Shares for each
managed account; (ii) to make on its behalf the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix and the announcement of which it forms part; and (iii) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by a Joint Broker;
34. if it is acting as a "distributor" (for the purposes of
MiFID II Product Governance Requirements): (1) it acknowledges that
the target market assessment undertaken by the Joint Brokers 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 and
each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels; (2) notwithstanding any target
market assessment undertaken by the Joint Brokers, it confirms
that, other than where it is a providing an execution- only service
to investors, it has satisfied itself as to the appropriate
knowledge, experience, financial situation, risk tolerance and
objectives and needs of the investors to whom it plans to
distribute the Placing Shares and that is has considered the
compatibility of the risk/reward profile of such Placing Shares
with the end target market; and (3) it acknowledges that the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom;
35. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement (including this Appendix) on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as the
Joint Brokers may in their sole discretion determine and without
liability to such Placee and it will remain liable and will
indemnify the Joint Brokers on demand for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty
or stamp duty reserve tax or security transfer tax (together with
any interest or penalties due pursuant to or referred to in these
terms and conditions) which may arise upon the placing or sale of
such Placee's Placing Shares on its behalf;
36. acknowledges that neither of the Joint Brokers, nor any of
their respective affiliates, or 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 treated for these purposes as
a client of either Joint Broker and that either of the Joint
Brokers does not have any duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder,
including any rights to waive or vary any conditions or exercise
any termination right;
37. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or
(ii) its nominee, as the case may be. Neither of the Joint Brokers
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and the Joint Brokers in respect of the same
on the basis that the Placing Shares will be issued to the CREST
stock account of a Joint Broker who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
38. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter (including non-contractual matters)
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 a Joint Broker 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;
39. agrees to indemnify on an after-tax basis and hold the
Company, the Joint Brokers and their respective affiliates 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 in this Appendix and that the
provisions of this Appendix shall survive after completion of the
Placing and, further agrees if any of the foregoing is or becomes
no longer true or accurate, the Placee shall promptly notify the
Company and the Joint Brokers;
40. acknowledges that no action has been or will be taken by any
of the Company, the Joint Brokers or any person acting on behalf of
the Company or the Joint Brokers that would, or is intended to,
permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
41. acknowledges that it is an institution that 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 in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are 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 associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
42. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein will continue, notwithstanding
any amendment that may in the future be made to the terms 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 conduct of the Placing;
43. acknowledges that a Joint Broker or any of its affiliates
acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its
own account such shares and may offer or sell such shares other
than in connection with the Placing;
44. it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in
Shares in accordance with the Market Abuse Regulation (EU) No.
596/2014 (or the Market Abuse Regulation (EU) No. 596/2014 as
retained in UK law)and the FCA's Disclosure Guidance and
Transparency Rules published by the FCA;
45. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation;
46. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including
this Appendix; and
47. agrees that the Company, the Joint Brokers and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to each of the
Joint Brokers on its own behalf and on behalf of the Company and
are irrevocable and are irrevocably authorised to produce this
Announcement or a copy thereof to any interested party in any
administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.
The representations, warranties, acknowledgments, agreements and
undertakings contained in this Appendix are given to the Joint
Brokers and the Company and are irrevocable and shall not be
capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for 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 relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Joint Brokers will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, issue or delivery of Placing Shares has given rise to
such UK stamp duty or stamp duty reserve tax undertakes to pay such
UK stamp duty or stamp duty reserve tax forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Brokers in the event that any of the Company and/or the Joint
Brokers has incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its
own advice and notify the Joint Brokers accordingly.
In addition, Placees should note that they will be liable for
any 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
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Joint Brokers does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Brokers or any of their
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with a Joint Broker, any money held in an account with such
Joint Broker on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant
Joint Brokers' money in accordance with the client money rules and
will be used by that Joint Broker in the course of its own business
and the Placee will rank only as a general creditor of that Joint
Broker.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this Announcement (including this
Appendix) being achieved. The Joint Brokers shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons
needing advice should consult an appropriately qualified
independent financial adviser.
A Joint Broker is entitled, at its discretion and out of its own
resources, at any time to rebate to some or all of its investors,
or to other parties, part or all of its fees relating to the
Placing.
MISCELLANEOUS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures, each as they form
part of the law of England and Wales by virtue of EUWA (together,
the "Product Governance Requirements"), 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 the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Brokers will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or Company of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The content of this Announcement has been issued by, and is the
sole responsibility of, Bivictrix Therapeutics Plc.
The information contained in this Announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time. Neither the
content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms
part of, this Announcement.
SP Angel Corporate LLP, which is authorised and regulated in the
United Kingdom by the FCA, is acting as nominated adviser and joint
broker to the Company in connection with the Placing and Admission
and to no-one else and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
nor for providing advice in relation to the Placing or Admission or
any other matter referred to in this Announcement. SP Angel's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to London Stock
Exchange plc and are not owed to the Company or to any director of
the Company or to any other person in respect of any decision to
acquire shares in the Company in reliance on any part of this
Announcement.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the FCA, is acting as joint broker to the
Company in connection with the Placing and Admission and to no-one
else and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients, nor for
providing advice in relation to the Placing or Admission or any
other matter referred to in this Announcement.
Neither of the Joint Brokers or any of their directors,
officers, employees, advisers, affiliates or agents, accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to this
Announcement, including the truth, accuracy or completeness of the
information in this Announcement (or whether any information has
been omitted from the announcement) or for any loss howsoever
arising from any use of the announcement or its contents. The Joint
Brokers and their respective directors, officers, employees,
advisers, affiliates or agents, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they
might otherwise have in respect of this Announcement or its
contents or otherwise arising in connection therewith.
Data Protection
The processing of a Placee's personal data by the Company will
be carried out in compliance with the applicable data protection
legislation and with its Privacy Notice, a copy of which can be
found on the Company's website Privacy policy - Bivictrix .
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Company as informed in the
referred Privacy Notice.
APPIX III
DEFINITIONS
The following definitions apply throughout the Announcement,
unless the context requires otherwise:
"ADC" or "ADCs" means antibody-drug conjugates, a class of
biopharmaceutical drugs designed as a targeted therapy for treating
cancer. Unlike chemotherapy, ADCs are intended to target and kill
tumour cells while sparing healthy cells;
"Admission" means admission of the relevant Placing and
Subscription Shares, pursuant to the Fundraise, to trading on AIM
becoming effective in accordance with the AIM Rules;
"AIM" means the market of that name operated by the London Stock
Exchange;
"AIM Rules" means the AIM Rules for Companies;
"AML" means acute myeloid leukemia, a cancer of the myeloid line
of blood cells, characterised by the rapid growth of abnormal cells
that build up in the bone marrow and blood and interfere with
normal blood cell production;
"Announcement" means this announcement and its appendices;
"Bi-Cygni(R)" means BiVictriX's technology which has been
designed to selectively target antigen co-expression fingerprints,
or "twin antigens", on tumour cells, which are absent from healthy
cells;
"BiVictriX" or the "Company" means BiVictriX Therapeutics
Plc;
"Board" or "Directors" means the directors of the Company;
"Bookbuild" means the accelerated bookbuild process that will
launched immediately following this Announcement;
"Business Day" means a day (excluding Saturdays, Sundays or
public holidays in England and Wales) on which banks generally are
open in London for the transaction of business;
"BVX001" means BiVictriX's lead development programme;
"certificated" or "in certificated form" means where a security
is not held in uncertificated form (i.e. not in CREST);
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the Operator (as
defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755), including any enactment or
subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations
or any such enactment or subordinate legislation for the time being
in force;
"EIS" means The Enterprise Investment Scheme, as set out in Part
5 of the Income Tax Act 2007 and Schedule 5B Taxation of Chargeable
Gains Act 1992, as amended from time to time;
"EIS Relief" means the relief available to investors under
EIS;
"Euroclear" means Euroclear UK & International Limited, the
operator of CREST;
"Existing Ordinary Shares" means the 66,115,201 Ordinary Shares
in issue as at 18 July 2023 (being the latest practicable date
prior to publication of this Announcement);
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Fundraise" means the Placing and the Subscription as described
herein;
"General Meeting" means the general meeting of the Company to be
convened on or around 8 August 2023;
"GLP" means Good Laboratory Practice;
"Issue Price" means 13 pence per Placing Share or Subscription
Share;
"Joint Brokers" means together Panmure and SP Angel, and "Joint
Broker" shall mean either one of them as the context allows;
"LEI" means Legal Entity Identifier;
"London Stock Exchange" means London Stock Exchange plc;
"Ordinary Shares" means the ordinary shares of 1 penny each in
the capital of the Company;
"Panmure" means Panmure Gordon (UK) Limited;
"Placees " means the placees who subscribe for the Placing
Shares pursuant to the Placing;
"Placing" means the placing of the Placing Shares as described
herein;
"Placing Agreement" means the agreement relating to the Placing
dated today's date made between the Company, SP Angel and
Panmure;
"Placing Shares" means the expected 9.2 million new Ordinary
Shares to be issued by the Company pursuant to the Placing;
"Resolutions" means the resolutions to be proposed at the
General Meeting;
"Shareholders" means holders of Ordinary Shares in the
Company;
"SP Angel" means SP Angel Corporate Finance LLP;
"Subscribers" means the subscribers for Subscription Shares at
the Issue Price pursuant to the Subscription;
"Subscription" means the subscription for the Subscription
Shares as described herein;
"Subscription Letters" means the letters pursuant to which the
Subscribers have agreed to conditionally subscribe for the
Subscription Shares;
"Subscription Shares" means the expected 6.8 million new
Ordinary Shares to be issued by the Company pursuant to the
Subscription";
"TIDM" means Tradable Instrument Display Mnemonic, a unique code
used to identify UK-listed securities;
"uncertificated" or "in uncertificated form" means recorded on
the register of members of the Company as being held in
uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
"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 and the District of Columbia;
"VCT" means a company which is, for the time being, approved as
a venture capital trust as defined by Section 259 of the Income Tax
Act 2007; and
"VCT Relief" means the income tax relief available to investors
of a VCT.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCNKCBNDBKDKOD
(END) Dow Jones Newswires
July 19, 2023 07:31 ET (11:31 GMT)
Bivictrix Therapeutics (LSE:BVX)
過去 株価チャート
から 4 2024 まで 5 2024
Bivictrix Therapeutics (LSE:BVX)
過去 株価チャート
から 5 2023 まで 5 2024