TIDMOBI
RNS Number : 3003V
Ondine Biomedical Inc.
30 November 2023
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND,
CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION IS OR WOULD BE PROHIBITED.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
ADVERTISING, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ONDINE BIOMEDICAL
INC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF ONDINE BIOMEDICAL INC.
NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN BY ONDINE BIOMEDICAL
INC. WHICH WOULD PERMIT A PUBLIC OFFERING OF SHARES IN ONDINE
BIOMEDICAL INC. OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
MATERIAL IN CONNECTION THEREWITH IN ANY JURISDICTION WHERE ACTION
FOR THAT PURPOSE IS REQUIRED.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
IF YOU WISH TO PARTICIPATE IN THE PLACING OR THE BROKER OPTION YOU
SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPICES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING
OR THE BROKER OPTION.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation No. 596/2014 as
retained as part of UK law by virtue of the European Union
(Withdrawal) Act 2018 as amended ("EUWA") and as it may be modified
from time to time by or under domestic law including, but not
limited to, by the Market Abuse (Amendment) (EU Exit) Regulations
2019/310) . Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
All references to C$ in this announcement are to Canadian
Dollars.
This Announcement assumes a GBP : C$ exchange rate of 1 :
1.722827 as at 16:30 (GMT) on 28 November 2023.
30 November 2023
Ondine Biomedical Inc.
("Ondine" or the "Company")
Ondine announces investor-led financing
Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences
company, announces that it has agreed to a fundraising led by
Sankofa Investment Partners to raise circa C$1.75 million (circa
GBP1 million) to circa C$4.3 million (circa GBP2.5 million) from
primarily existing shareholders. The fundraising is being
implemented by way of a proposed placing (the "Placing"),
subscription (the "Subscription") and a broker option (the "Broker
Option") (together with the Placing and the Subscription, the
"Fundraising"). The Fundraising involves the issuance of common
shares without par value in the capital of the Company ("New Common
Shares") at the price of 9 pence per New Common Share (the "Issue
Price").
Certain employees and the majority of the Company's Directors
(the "Participating Directors") intend to participate in the
Subscription for a total of circa C$0.3 million (circa GBP0.2
million) in gross proceeds forming part of the Fundraising with
such Subscription being conducted in accordance with applicable
Canadian prospectus exemptions.
The net proceeds of the Fundraising will be used for general
working capital and in support of the Company's rapid sales growth
of its Steriwave(R) nasal decolonisation therapy, a product that
has been shown to reduce post-surgical hospital infection rates by
over 50% without generating antimicrobial resistance.
-- The firm indications received in respect of Placing and
Subscription participations, as at the time of this announcement,
are expected to result in a total new issuance of 11,111,111 New
Common Shares, representing approximately 5.7 per cent of the
existing issued share capital of the Company.
-- The maximum number of New Common Shares being issued pursuant
to the Fundraising would, assuming the exercise in full of the
Broker Option, represent approximately 14.2 per cent of the
existing issued share capital of the Company and approximately 12.5
per cent of the enlarged share capital of the Company following
such maximum issuance.
-- The Issue Price represents a premium of approximately 9 per
cent to the closing mid-market price on 29 November 2023.
-- The net proceeds of the Fundraising will provide general
working capital, including in support of the Company's accelerating
commercialisation momentum focused on opportunities in Canada, the
UK, Spain and Mexico. The Company will also be looking for
opportunities to develop licensing revenue geographically and by
therapy area.
-- The Fundraising is being concluded in advance of the Company
seeking further, separate funding from strategic partners and
non-dilutive funding sources for a Phase 3 clinical trial and its
FDA submission, which are key to the US FDA approval process, as
well as additional capital to support capacity expansion, inventory
and increased sales and marketing activities associated with a US
launch and continuing commercialisation as above.
-- Excluding the Phase 3 clinical trial and related costs which
are subject to further funding, the net proceeds of the Fundraising
and strategic cost management will provide runway for the Company
through at least Q1 2024. This may be further extended through the
issue of further New Common Shares in connection with the
Fundraising, whether by additional uptake by employees under the
Subscription or via the Broker Option described below, and/or the
attainment of a higher value of commercial sales than is currently
expected.
-- The final number and allocation of the Placing Shares will be
determined by the Joint Bookrunners (as defined below) in agreement
with the Company and the result of the Placing will be announced as
soon as practical after the release of this announcement.
-- The planned issue of the New Common Shares pursuant to the
Placing and the Subscription will take place on a non-pre-emptive
basis. The Fundraising is not being underwritten.
-- As part of the new issuance in association with the
Fundraising, the Company has granted a broker option to the Joint
Bookrunners in respect of a maximum of 16,666,666 New Common Shares
which may be issued, following the exercise at the Issue Price in
whole or in parts by the Joint Bookrunners on or before 8 December
2023, in order to satisfy potential further demand from
institutional investors and other Relevant Persons (the "Broker
Option")
-- If the Broker Option is exercised in whole or in parts,
further announcements will be made as appropriate. Any further
issuance of New Common Shares following any exercise of the Broker
Option will also be made on a non pre-emptive basis.
Carolyn Cross, CEO of Ondine, said:
"We are pleased to have the support of existing and new
investors through this fundraising which meets our near-term
working capital needs and assists our rapid commercial growth rate.
This funding will take us forward commercially and further our
discussions with industry partners on our clinical, financial, and
global distribution objectives.
We believe that our product, Steriwave, is very well positioned
to help hospitals meet their infection control objectives, reduce
their antibiotic usage and combat AMR in what will be a
multibillion-dollar market. Our commercial efforts are benefitting
both from the growing support for pre-surgical nasal decolonisation
by leading organisations, as well as our real-world clinical
successes in Canadian hospitals over the last 10 years.
While we are currently focused on nasal decolonisation to
prevent healthcare-associated infections, we have a pipeline of
products in various stages of development using the same platform
technology. These platform products target the treatment of burns,
wounds, chronic sinusitis, ventilator-associated pneumonia, and
fungal infections and will leverage our regulatory filings and the
clinical successes related to our nasal decolonisation
product."
About the Placing and Subscription
Pursuant to the Subscription, the Company will privately offer
New Common Shares at the Issue Price ("Subscription Shares") to a
limited number of entities and individuals both within and outside
of the United Kingdom, under applicable regulatory exemptions as
appropriate.
The Placing, offering New Common Shares at the same Issue Price
as the Subscription, is being conducted through a telephonic
confirmation process to be undertaken by Singer Capital Markets
Securities Limited ("SCM") and RBC Europe Limited ("RBC" and
together with SCM, the "Joint Bookrunners") to arrange
participation by Placees in the Placing (the "Bookbuild"). The
Bookbuild will be launched immediately following the release of
this Announcement and is expected to close on 1 December 2023 (or
such later time as may be agreed between the Joint Bookrunners and
the Company). The Placing is subject to the terms and conditions
set out in Appendix I below.
SCM and RBC are acting as Joint Bookrunners in connection with
the Placing pursuant to a placing agreement entered into between
the Company and the Joint Bookrunners dated 30 November 2023 (the
"Placing Agreement").
The Placing, which is conditional upon, inter alia, Admission
becoming effective, the Placing Agreement (as defined below)
becoming unconditional and not being terminated, and the
Subscription, is being carried out within the Company's existing
shareholder authority to issue shares on a non pre-emptive basis.
The number of Placing Shares will be agreed by the Company in
conjunction with the Joint Bookrunners shortly after this
announcement, and the results of the Placing will be confirmed by a
further announcement released as soon as practicable thereafter.
The timing of the closing of the Placing, the results of the
Placing announcement, final allocations and the total size of the
Placing shall be determined at the absolute discretion of the
Company and the Joint Bookrunners. The Placing is conditional upon
the Subscription. The Fundraising will not in any event involve the
issue of more than 27,777,777 New Common Shares in aggregate across
the Placing, the Subscription and any exercises under the Broker
Option. No aspect of the Fundraising is being underwritten.
Broker Option
In order to provide Existing Shareholders and other Relevant
Persons who in each case are resident in the UK with an opportunity
to participate on the same basis as the other investors in the
Placing, the Company has granted the Joint Bookrunners a Broker
Option over up to 16,666,666 New Common Shares (or such other
number of New Common Shares as may be agreed between the Company
and the Joint Bookrunners) ("Broker Option Shares"). Full take up
of the maximum number of New Common Shares under the Broker Option
would raise a further GBP1.5 million for the Company, before
expenses.
The Company will seek to ensure, the prioritisation of Existing
Shareholders should the Broker Option be oversubscribed. All orders
from such Existing Shareholders will be accepted and processed by
the Joint Bookrunners, subject to scale-back in the event of
over-subscription under the Broker Option. The Broker Option has
not been underwritten. Any issue of New Common Shares pursuant to
the Broker Option is subject to agreement by the Company.
The Broker Option is exercisable by the Joint Bookrunners on
more than one occasion, at any time from the time of this
announcement to 4.45 p.m. UK time on 8 December 2023, at their
absolute joint discretion and with the agreement of the Company.
The Joint Bookrunners may also, subject to prior consent of the
Company, allocate further New Common Shares to a Relevant Person
who has already been allocated New Common Shares under an initial
request to participate via the Broker Option.
The maximum number of New Common Shares that may be issued under
the Placing, the Subscription and the Broker Option, if fully
exercised, would be 27,777,777.
The Broker Option Shares are not being made available to the
public and none of the Broker Option Shares are being offered or
sold in any jurisdiction where it would be unlawful to do so. No
Prospectus will be issued in connection with the Broker Option.
To subscribe for Broker Option Shares, Existing Shareholders and
other Relevant Persons should communicate their interest to the
Joint Bookrunners via their stockbroker as the Joint Bookrunners
cannot take direct orders from investors who are not their existing
clients. Existing Shareholders or other Relevant Persons who wish
to register their interest in participating in the Broker Option
Shares should instruct their stockbroker to call Singer Capital
Markets on 020 7496 3000 or RBC on 0 20 7653 4000 . Each bid should
state the number of Broker Option Shares the Existing Shareholder
wishes to subscribe for at the Issue Price.
Expected Timetable of Principal Events
2023
Announcement of the Placing, Subscription and 30 November
Broker Option
Result of the Placing 1 December
Admission and commencement of dealings in the 8 December
Placing Shares and Subscription Shares (save
for any additional Subscription Shares which
may be admitted at a later date)
Last date for exercise of Broker Option, if 8 December
not fully exercised previously
This Announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 (" MAR ") as
retained as part of UK law by virtue of the European Union
(Withdrawal) Act 2018 as amended. A market sounding, as defined in
MAR, was undertaken in respect of the proposed Placing with the
result that certain persons became aware of this inside
information, as permitted by MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain. This Announcement is made in accordance with the
Company's obligations under Article 17 of MAR and the persons
responsible for arranging for the release of this Announcement on
behalf of Ondine are Carolyn Cross, Chief Executive Officer and
Nicolas Loebel , President and Chief Technical Officer of
Ondine.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Enquiries:
Ondine Biomedical Inc.
+001 (604) 838
Angelika Vance, Corporate Communications 2702
Singer Capital Markets (Nominated Adviser
and Joint Broker)
+44 (0)20 7496
Aubrey Powell, Asha Chotai, Sam Butcher 3000
RBC Capital Markets (Joint Broker)
+44 (0)20 7653
Rupert Walford, Kathryn Deegan 4000
Vane Percy & Roberts (Media Contact)
+44 (0)77 1000
Simon Vane Percy, Amanda Bernard 5910
About Ondine Biomedical Inc.
Ondine Biomedical Inc. is a Canadian life sciences company
founded in 1997 pioneering photodisinfection-based medical devices
and therapies. Ondine has a pipeline of investigational products,
based on its proprietary photodisinfection platform, in various
stages of development. Ondine's nasal photodisinfection technology
is approved in several jurisdictions under the brand name
Steriwave(R). It has been awarded the CE mark and, in the US, has
been granted Qualified Infectious Disease Product designation and
Fast Track status by the FDA. Products beyond nasal
photodisinfection include therapies for a variety of medical
indications such as chronic sinusitis, ventilator-associated
pneumonia, burns, and other indications.
Ondine's photodisinfection is a patented technology using a
proprietary photosensitiser (non-antibiotic, light-activated
solution) to rapidly destroy pathogens, including
multidrug-resistant strains through an oxidative burst that is
lethal to bacteria, viruses, and fungi without harming human
tissues. A key benefit of this approach, unlike with antibiotics,
is that pathogens do not develop resistance to the therapy.
Background and reasons for the Fundraising
The Company is seeking to execute the Fundraising to provide
working capital to support its current rapid sales growth and to
accelerate its near-term commercialisation efforts in key
jurisdictions of Canada, UK, Spain and Mexico. Steriwave is now
deployed on a pilot basis or as standard of care in 16 hospitals,
up from 6 hospitals at the beginning of 2023, meeting the target of
10-12 deployments by year end as indicated at the time of the
Company's interim results in September 2023.
Commercialisation highlights include:
-- Record number of Steriwave deployments so far this year, with
new implementations in 10 hospitals, nearly tripling the total
number of hospitals using Steriwave since the start of 2023.
-- The sales cycle and conversions have experienced a
substantial acceleration, with opportunities initiated in 2023
taking 50% less time on average from first contact to pilot or
standard-of-care deployment compared to previous years. The two
most recent deployments were achieved in less than six months.
-- With local distribution networks in the UK , Spain, and
Mexico, the Company is now engaged in sales discussions with a
significant number of other hospitals. The Company is experiencing
increasing interest and expanding its pipeline both in Canada and
internationally. In the UK, the first clinical pilot at Mid-York
NHS Trust is progressing well, with ongoing discussions with
additional NHS hospitals. In Spain, the company anticipates its
first installation shortly through its local distributor,
Distrauma, while in Mexico, advanced-stage discussions with private
hospital groups point towards initial installations in Q1 2024,
tapping into the 1.4 to 3.0 million annual
medical-tourism-patients(1) market.
-- This positive outlook is underpinned by the recent
publication in the peer-reviewed Canadian Journal of Surgery,
showing 66.5% reduction in surgical site infections as well as
C$2.4 million annual net savings to the hospital, in 13,493
patients studied over 8 years.(2,3) The study researchers
decisively concluded that nasal photodisinfection should be used as
routine standard of care for all elective and emergency spine
surgeries.
-- Overall, the Company anticipates continued strong revenue and
growth in momentum for fiscal year 2024 from existing contracts and
its later-stage sales pipeline, ahead of a potential FDA approval.
Subject to further funding, the Company intends to accelerate its
commercial activities significantly across jurisdictions in support
of these opportunities for growth.
The Appendices set out further important information relating to
the Bookbuild and the terms and conditions of the Placing.
This Announcement (including the Appendices) should be read in
its entirety. In particular, you should read and understand the
information provided in the "Important Notices" section of this
Announcement.
Intended Participation by Participating Directors in the
Subscription
Certain Directors of the Company have indicated their intention
to subscribe for, in aggregate, 2,187,588 Subscription Shares at
the Issue Price, raising gross proceeds of c.GBP0.2 million for the
Company, representing 19.7 per cent of the minimum New Common
Shares to be issued pursuant to the Fundraising (excluding any
further issuance to satisfy employee demand or any exercise of the
Broker Option).
The par ti cipa ti on in the Fundraising by the Participating
Directors will be effected by entry into Subscrip ti on Agreements
between the relevant Director and the Company.
Director Number of New Common Intended number of
Shares held as at the Subscription Shares
date of this Announcement subscribed for
Carolyn Cross 108,376,109 1,093,770
--------------------------- ---------------------
Nicolas Loebel 2,633,334 218,754
--------------------------- ---------------------
Craig Tooman 0 173,278
--------------------------- ---------------------
Jean Duvall 0 207,934
--------------------------- ---------------------
Junaid Bajwa 127,125 190,610
--------------------------- ---------------------
Michael Farrar 0 86,642
--------------------------- ---------------------
Simon Sinclair 256,327 216,600
--------------------------- ---------------------
Related Party Transaction
The above-named Directors have indicated their inten t ion to
participate in the Subscription at the Issue Price. These
participations in the Fundraising would cons ti tute a related
party transac ti on under Rule 13 of the AIM Rules. A further
announcement will be made in due course once such dealings have
occurred.
Conditionality
The Subscription is not conditional upon the Placing and is only
conditional upon Admission of the Subscription Shares.
The Placing is conditional upon, inter alia, Admission becoming
effective, the Placing Agreement becoming unconditional and not
being terminated and the Subscription Letters not having been
terminated prior to Admission. Further details of the Placing
Agreement can be found in the terms and conditions of the Placing
contained in Appendix I.
A further announcement will be made following the conclusion of
the Fundraising, including the expected date of admission to
trading on AIM.
Additional admission dates will be announced in respect of any
existing or new qualified investors via the exercise of the Broker
Option or confirmed participation by employees in the Employee
Subscription.
References
1. CNN Health, Jacqueline Howard, March 2023, https://www.cnn.com/2023/03/07/health/medical-tourism-mexico-trend-wellness
2. RNS: Photodisinfection recommended as Standard of Care
3. Moskven E, Banaszek D, Sayre EC, et al. Effectiveness of
prophylactic intranasal photodynamic disinfection therapy and
chlorhexidine gluconate body wipes for surgical site infection
prophylaxis in adult spine surgery. Can J Surg.
2023;66(6):E550-E560. Published 2023 Nov 15.
doi:10.1503/cjs.016922
---
IMPORTANT NOTICES
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. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
No undertaking, representation, warranty or other assurance,
express or implied, is made or given by or on behalf of the Company
or the Joint Bookrunners or any of their respective directors,
officers, partners, employees, agents or advisers or any other
person as to the accuracy or completeness of the information or
opinions contained in this announcement and no responsibility or
liability is accepted by any of them for any such information or
opinions or for any errors, omissions or misstatements, negligence
or otherwise in this Announcement.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
applicable securities laws and regulations of other
jurisdictions.
THIS ANNOUNCEMENT, ANY COPY OF IT, AND THE INFORMATION
(INCLUDING THE TERMS AND CONDITIONS) CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR TRANSMISSION, PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT SECURITIES LAW OF SUCH JURISDICTION, INCLUDING THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS
OR WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY, DOES NOT PURPORT TO BE FULL OR COMPLETE AND IS NOT
AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS
NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not cons ti tute or
form part of any offer to issue or sell, or the solicita ti on of
an offer to acquire, purchase or subscribe for, any securi ti es in
the United States. The Placing Shares and the Broker Option Shares
have not been and will not be registered under the United States
Securi ti es Act of 1933, as amended (the "US Securi ti es Act ")
or with any securi ti es regulatory authority of any state or
jurisdic ti on of the United States, and may not be offered, sold
or transferred, directly or indirectly, in or into the United
States except pursuant to an exemp ti on from, or in a transac ti
on not subject to, the registra ti on requirements of the US Securi
ti es Act and in compliance with any applicable securi ti es laws
of any state or other jurisdic ti on of the United States. There
will be no public offering of securi ti es in the United
States.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expecta ti
ons rela ti ng to its future financial condi ti on, performance,
strategic ini ti a ti ves, objec ti ves and results. By their
nature, all forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things,
United Kingdom domes ti c and global economic business condi ti
ons, market-related risks such as fluctua ti ons in interest rates
and exchange rates, the policies and ac ti ons of governmental and
regulatory authori ti es, the effect of compe titi on, infla ti on,
defla ti on, the ti ming effect and other uncertain ti es of future
acquisi ti ons or combina ti ons within relevant industries, the
effect of tax and other legisla ti on and other regula ti ons in
the jurisdic ti ons in which the Company and its respec ti ve
affiliates operate, the effect of vola ti lity in the equity,
capital and credit markets on the Company's profitability and
ability to access capital and credit, a decline in the Company's
credit ra ti ngs, the effect of opera ti onal risks, and the loss
of key personnel. As a result, the actual future financial condi ti
on, performance and results of the Company may differ materially
from the plans, goals and expecta ti ons set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regula ti on, the Company expressly disclaims any obliga ti on or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expecta ti ons with regard
thereto or any changes in events, condi ti ons or circumstances on
which any such statement is based.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within chapter 3 of the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance
Requirements") and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares and the
Broker Option Shares have been subject to a product approval
process, which has determined that the Placing Shares and the
Broker 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 chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all permitted
distribution channels (the " UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares and the Broker
Option Shares may decline and investors could lose all or part of
their investment; the Placing Shares and the Broker Option
Shares offer no guaranteed income and no capital protection; and
an investment in Placing Shares and the Broker Option Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing or the Broker Option.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of chapters 9A or 10A respectively of the COBS; 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 Placing Shares or the Broker Option Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of Ar ti cle 9(8) of Commission
Delegated Direc ti ve 2017/593 (the "Delegated Direc ti ve ")
regarding the responsibili ti es of Manufacturers under the Product
Governance requirements contained within: (a) Direc ti ve
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Ar ti cles 9 and 10 of the Delegated Direc ti ve; and (c)
local implemen ti ng measures (the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares and the
Broker Option Shares have been subject to a product approval
process, which has determined that the Placing Shares and the
Broker Option Shares are (i) compa ti ble with an end target market
of retail investors and investors who meet the criteria of
professional clients and eligible counterpar ti es, each as defined
in MiFID II; and (ii) eligible for distribu ti on through all
distribu ti on channels as are permi tt ed by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Placing Shares and
the Broker Option Shares may decline and investors could lose all
or part of their investment; the Placing Shares and the Broker
Option Shares offer no guaranteed income and no capital protec ti
on; and an investment in Placing Shares and the Broker Option
Shares is compa ti ble only with investors who do not need a
guaranteed income or capital protec ti on, who (either alone or in
conjunc ti on with an appropriate financial or other adviser) are
capable of evalua ti ng 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 restric ti ons in rela ti on to the proposed
Placing or the Broker Option. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners
will only procure investors who meet the criteria of professional
clients and eligible counterpar ti es. For the avoidance of doubt,
the Target Market Assessment does not cons ti tute: (a) an
assessment of suitability of appropriateness for the purposes of
MiFID II; or (b) a recommenda ti on to any investor or group of
investors to invest in, or purchase, or take any other ac ti on
whatsoever with respect to the Placing Shares and the Broker Option
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and the
Broker Option Shares and determining appropriate distribu ti on
channels.
SCM is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is ac ti ng
exclusively for the Company and no one else in connec ti on with
the Placing and the Broker Option, and SCM will not be responsible
to anyone (including any purchasers of the Placing Shares or the
Broker Option Shares) other than the Company for providing the
protec ti ons afforded to its clients or for providing advice in
rela ti on to the Placing, the Broker Option or any other ma tt ers
referred to in this Announcement.
RBC is authorised and regulated by the FCA in the United Kingdom
and is ac ti ng exclusively for the Company and no one else in
connec ti on with the Placing and the Broker Option, and RBC will
not be responsible to anyone (including any purchasers of the
Placing Shares or the Broker Option Shares) other than the Company
for providing the protec ti ons afforded to its clients or for
providing advice in rela ti on to the Placing, the Broker Option or
any other ma tt ers referred to in this Announcement.
No representa ti on or warranty, express or implied, is or will
be made as to, or in rela ti on to, and no responsibility or
liability is or will be accepted by the Joint Bookrunners or by any
of their respective affiliates or agents as to, or in rela ti on
to, the accuracy or completeness of this Announcement or any other
wri tt en or oral informa ti on made available to or publicly
available to any interested party or their respective advisers, and
any liability therefore is expressly disclaimed.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT IN THIS ANNOUNCEMENT (TOGETHER, THIS
"ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE
EEA QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS
REGULATION, AND WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; (3) IF IN SWITZERLAND,
PROFESSIONAL CLIENTS AS DEFINED IN ARTICLE 4(3) OF THE SWISS
FINANCIAL SERVICES ACT OF 15 JUNE 2018, AS AMED; OR (4) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY
SECURITIES IN THE COMPANY IN THE UNITED STATES, CANADA OR
ELSEWHERE.
THIS APPIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, HAS
BEEN PREPARED FOR A PRIVATE PLACEMENT OF SHARES IN THE COMPANY BY
INVITED PLACEES ONLY. NO ACTION HAS BEEN OR WILL BE TAKEN BY THE
COMPANY WHICH WOULD PERMIT A PUBLIC OFFERING OF ANY OF THE SHARES
IN THE COMPANY OR DISTRIBUTION OF THIS APPIX, AND THE ANNOUNCEMENT
OF WHICH IT FORMS PART, OR ANY OTHER MATERIAL IN CONNECTION
THEREWITH IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED.
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.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY IN ACCORDANCE WITH
REGULATION S UNDER THE US SECURITIES ACT. THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION (OR TO ANY
PERSONS IN ANY OF THOSE JURISDICTIONS) IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN THE UNITED STATES, CANADA, THE UNITED KINGDOM, SWITZERLAND
OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY
LEGAL, TAX, FINANCIAL, BUSINESS AND RELATED ASPECTS OF A PURCHASE
OF PLACING SHARES.
All offers of the Placing Shares in the United Kingdom or
Switzerland will be made pursuant to an exemption from the
requirement to produce a prospectus (to the extent reliance on such
exemption is legally required) under the UK Prospectus Regulation
or the EU Prospectus Regulation or the Swiss Financial Services Act
and the Swiss Financial Services Ordinance, as appropriate. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of FSMA does not
require the approval of the relevant communication by an authorised
person. In Switzerland, the Placing Shares will not be publicly
offered (as such term is defined in Article 3(h) of the Swiss
Financial Services Act).
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of the United States, Australia, New Zealand, the
Republic of Ireland, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Australia, New Zealand, the Republic of Ireland, Canada,
Japan or the Republic of South Africa or any other jurisdiction
outside the EEA, the United Kingdom and Switzerland, except in
accordance with applicable securities law.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement (or any part of it) should seek
appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular,
any prospective Placee should read and understand the information
provided in the "Important Notices" section of this
Announcement.
The Company proposes to raise capital by way of the Placing and
the Broker Option.
By participating in the Bookbuild and the Placing or acquiring
Broker Option Shares, each Placee or Broker Option Placee will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring New
Common Shares on the terms and conditions contained in this
Announcement (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements,
acknowledgements and indemnities contained in this
Announcement.
EACH PLACEE OR BROKER OPTION PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO ANY LEGAL, REGULATORY, TAX, BUSINESS AND RELATED
ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES OR THE BROKER
OPTION SHARES (AS APPLICABLE).
For the purpose of this section, the terms "Placing" and
"Placee" shall be construed to include the Broker Option and Broker
Option Placees, if the Broker Option is exercised.
In particular, each such Placee and Broker Option Placees,
respectively, represents, warrants, undertakes, agrees and
acknowledges to the Company and the Joint Bookrunners (amongst
other things) that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any New Common Shares that are allocated
to it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any New Common Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any New Common Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the New Common Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or
resale; or
(ii) where New Common Shares have been acquired by it on behalf
of persons in the United Kingdom other than Qualified Investors,
the offer of those New Common Shares to it is not treated under the
UK Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in Switzerland who acquires
any New Common Shares pursuant to the Placing:
(a) it is a Professional Client within the meaning of Article
4(3) of the Swiss Financial Services Act ("Professional Client")
or, if it is not a Professional Client, it has been explicitly and
directly invited by the Company or the Joint Bookrunners and not
through a public offer, as such term is defined in Article 3(h) of
the Swiss Financial Services Act; and
(b) in the case of any New Common Shares acquired by it as a
financial intermediary, as that term is used in Article 4(3)(a) of
the Swiss Financial Services Act:
(i) the New Common Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in Switzerland other than
Professional Clients or in circumstances in which the prior consent
of the Joint Bookrunners has been given to the offer or resale;
or
(ii) where New Common Shares have been acquired by it on behalf
of persons in Switzerland other than Professional Clients, the
offer of those New Common Shares to it is not treated under the
Swiss Financial Services Act as having been made to such
persons;
4. it is acquiring the New Common Shares for its own account or
is acquiring the New Common 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,
undertakings, agreements, acknowledgements and indemnities
contained in this Announcement;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement;
6. it (and any other person on whose account it is acting) is
outside the United States and is acquiring the New Common Shares in
offshore transactions as defined in and in accordance with
Regulation S under the US Securities Act; and
7. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any other person on whose account it is acting) is outside of, and
does not have an address in, British Columbia, Canada acquiring the
New Common Shares and acquiring the New Common Shares as principal,
and it is outside of and is not a person resident in Australia, New
Zealand, the Republic of Ireland, Japan or South Africa or with an
address in Japan, Australia, New Zealand, the Republic of Ireland
or South Africa or any overseas person who would not under the
provisions of any relevant securities legislation be entitled to
receive this document and subscribe for or purchase the New Common
Shares.
The Company and the Joint Bookrunners (including in respect of
the Broker Option, if exercised) will rely upon the truth and
accuracy of the foregoing representations, warranties,
undertakings, agreements and acknowledgements. Each Placee hereby
agrees with the Joint Bookrunners and the Company to be bound by
these terms and conditions as being the terms and conditions upon
which New Common Shares will be allotted and issued.
A Placee shall, without limitation, become so bound if the Joint
Bookrunners confirm (orally or in writing) to such Placee its
allocation of Placing Shares. Neither of the Joint Bookrunners
makes any representation to any Placee regarding an investment in
the Placing Shares referred to in this Announcement (including this
Appendix).
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to subscribe for the number
of Placing Shares allocated to it at the Issue Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
No prospectus
For the purpose of this section "No prospectus", the terms
"Placing" and "Placee" shall be construed to include the Broker
Option and Broker Option Placees, if the Broker Option is
exercised.
The New Common Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA or any other respective
authority in any other jurisdiction in relation to the Placing or
the New Common Shares and Placees' commitments will be made solely
on the basis of their own assessment of the Company, the New Common
Shares and the Placing based on the information contained in this
Announcement and the announcement of the results of the Placing
(the "Result of Placing Announcement") (together, the "Placing
Documents") and any information publicly announced through a
regulatory information service by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or
shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement (regardless of
whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons).
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.
No Placee should consider any information in this Announcement
to be legal, financial, tax or business advice. Each Placee should
consult its own legal advisor, tax advisor, financial advisor and
business advisor for legal, tax, financial and business advice
regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as joint brokers and
bookrunners in connection with the Placing and have entered into
the Placing Agreement with the Company under which, on the terms
and subject to the conditions set out in the Placing Agreement, the
Joint Bookrunners, as agents for and on behalf of the Company, has
each agreed to use its reasonable endeavours to procure Placees for
the Placing Shares. The Placing is not being underwritten by the
Joint Bookrunners or any other person.
The price per Common Share at which the Placing Shares are to be
placed is 9 pence (the "Issue Price"). The timing of the closing of
the book and allocations are at the discretion of the Company and
the Joint Bookrunners.
The Placing Shares will be made up of a number of New Common
Shares issued and allotted by the Company. Accordingly, by
participating in the Placing, Placees agree to subscribe for
Placing Shares.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid up and will be issued
subject to the Articles of the Company and rank pari passu in all
respects with the existing Common Shares, including the right to
receive all dividends and other distributions declared, made or
paid on or in respect of the Common Shares after the date of issue
of the Placing Shares, and will on issue be free of all pre-emption
rights, claims, liens, charges, encumbrances and equities.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for
Admission of the Placing Shares to trading on AIM.
It is expected that Admission of the Placing Shares will occur
at 8.00 a.m. on 8 December 2023 (or such later time or date as the
Joint Bookrunners may agree with the Company, being no later than
8.30 a.m. on 22 December 2023) and that dealings in the Placing
Shares on AIM will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees (the "Bookbuild"). 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 Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Details of the Broker Option
The Company has granted the Broker Option to the Joint
Bookrunners in order to enable the Joint Bookrunners to deal with
any additional demand under the Placing in the event that requests
to participate in the Placing are received during the period from
the publication of the Announcement confirming the close of the
Bookbuild until 4:45pm on 8 December 2023 from Relevant Persons.
The primary purpose of the Broker Option is to facilitate demand
from those Relevant Persons who were unable to participate in the
Placing. The Broker Option is exercisable by the Joint Bookrunners,
at their respective absolute discretion, any number of times up to
that time and date.
Relevant Persons who wish to register their interest in
subscribing for Broker Option Shares should communicate their
interest to the Joint Bookrunners via their stockbroker as the
Joint Bookrunners cannot take direct orders from investors who are
not their existing clients. Existing Shareholders or other Relevant
Persons who wish to register their interest in participating in the
Broker Option Shares should instruct their stockbroker to call
Singer Capital Markets on 020 7496 3000 or RBC on 020 7653 4000.
Each bid should state the number of Broker Option Shares the
Existing Shareholder wishes to subscribe for at the Issue Price.
Any investors allocated Broker Option Shares will be considered
Placees, as defined in this Announcement.
To the extent the Broker Option is exercised, the Broker Option
Shares will be issued on the same terms and conditions as the
Placing Shares, which terms are set out in this Appendix. Orders
from investors pursuant to the Broker Option to the Joint
Bookrunners will only be accepted from Relevant Persons.
The Broker Option may be exercised by each of the Joint
Bookrunners respectively in its absolute discretion, but there is
no obligation on the Joint Bookrunners (or either of them) to
exercise the Broker Option or to seek to procure subscribers for
any Broker Option Shares pursuant to the Broker Option.
The maximum number of Broker Option Shares which may be issued
pursuant to the exercise of the Broker Option comprises up to
16,666,666 New Common Shares.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are acting as joint brokers and
bookrunners to the Placing, as agents for and on behalf of the
Company, on the terms and subject to the conditions of the Placing
Agreement. SCM Advisory is acting as nominated adviser to the
Company in connection with the Placing and Admission. Each of the
Joint Bookrunners and SCM Advisory are authorised and regulated
entities in the United Kingdom by the FCA and are acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company in relation to the
matters described in this Announcement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. The Joint Bookrunners may both agree to be a
Placee in respect of all or some of the Placing Shares or may
nominate any member of their relevant group that is eligible to
participate in the Placing to do so.
3. Following a successful completion of the Bookbuild, the
Company will confirm the closing of the Placing via the Result of
Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at the Joint Bookrunners. Each bid should state
the number of Placing Shares which the prospective Placee wishes to
subscribe for at the Issue Price. Bids may be scaled down by the
Joint Bookrunners on the basis referred to in paragraph 6 below.
The Joint Bookrunners reserve the right not to accept bids or to
accept bids in part rather than in whole. The acceptance of the
bids shall be at the Joint Bookrunners' absolute discretion,
subject to agreement with the Company.
5. The Bookbuild is expected to close on 1 December 2023 but may
be closed earlier or later at the discretion of the Joint
Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right (upon the prior agreement of
the Joint Bookrunners) to vary the number of shares to be issued
pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the
Joint Bookrunners after consultation with the Company (and in
accordance with the Joint Bookrunners' allocation policy as has
been supplied by the Joint Bookrunners to the Company in advance of
such consultation). Allocations will be confirmed orally by the
Joint Bookrunners and a trade confirmation will be despatched as
soon as possible thereafter. The Joint Bookrunners oral
confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of the Joint Bookrunners and the Company, to
subscribe for the number of Placing Shares allocated to it and to
pay the Issue Price in respect of each such share on the terms and
conditions set out in this Appendix and in accordance with the
Articles of the Company. A bid in the Bookbuild will be made on the
terms and subject to the conditions in this Appendix and will be
legally binding on the Placee on behalf of which it is made and
except with the Joint Bookrunners' consent, such commitment will
not be capable of variation or revocation after the time at which
it is submitted.
7. Each Placee's allocation (including, if the Broker Option is
exercised at that time, any Broker Option Shares) and commitment
will be evidenced by a trade confirmation issued to such Placee.
The terms of this Appendix will be deemed incorporated in that
trade confirmation.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for/purchased pursuant to the Placing will
be required to be made at the same time, on the basis explained
below under "Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
10. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law, none of the Joint
Bookrunners, the Company nor any of their respective affiliates,
agents, directors, officers, employees or advisers shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Joint Bookrunners, the Company, nor any of their
respective affiliates, agents, directors, officers, employees or
advisers shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
the Joint Bookrunners' conduct of the Placing or of such
alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
12. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out in this Appendix
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Joint Bookrunners'
conduct of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms. The Joint Bookrunners' obligations under
the Placing Agreement are conditional on customary conditions,
including (amongst others) (the "Conditions"):
1. Admission occurring no later than 8.00 a.m. on 8 December
2023 (or such later time or date as the Joint Bookrunners may
otherwise agree with the Company, being no later than 8.30 a.m. on
22 December 2023);
2. the Company allotting, subject only to Admission, the Placing
Shares and the Subscription 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 as at the date of
the Placing Agreement or at any time between the date of the
Placing Agreement and Admission; and
4. in the opinion of the Joint Bookrunners (acting in good
faith) there having been no Material Adverse Change prior to
Admission (whether or not foreseeable at the date of this
Agreement);
The Joint Bookrunners may, at their discretion and upon such
terms as they thinks fit, waive compliance by the Company with the
whole or any part of any of its obligations in relation to the
Conditions or extend the time or date provided for fulfilment of
any such Conditions in respect of all or any part of the
performance thereof, save in respect of condition 1 above relating
to Admission taking place. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Joint Bookrunners by the relevant time or
date specified (or such later time or date as the Joint Bookrunners
may agree with the Company, being no later than 8.30 a.m. on 22
December 2023); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the
Placing Agreement", the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.
Neither the Joint Bookrunners 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
Joint Bookrunners.
For the avoidance of doubt, the Placing is not conditional upon
the exercise of the Broker Option.
Right to terminate under the Placing Agreement
The Joint Bookrunners are entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including (amongst other
things):
1. the Company shall fail to comply with any of its obligations
under the Placing Agreement in any material respect; or
2. any of the warranties given by the Company to the Joint
Bookrunners 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 respect; or
3. a matter having arisen prior to Admission in respect of which
a claim for indemnification under the Placing Agreement may be
sought; or
4. if, amongst other things, there is a material adverse change
in any national or international political, military, diplomatic,
economic, financial or market conditions which in a Joint
Bookrunner's opinion (acting in good faith and after such
consultation with the Company or the other Joint Bookrunner as
shall be practicable in the circumstances) would have or be likely
to have a material and adverse effect on the Placing; or
5. if it comes to the notice of the Joint Bookrunners that any
statement contained in any Placing Document become untrue or
inaccurate or misleading.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing (or if exercised, any Placee
subscribing for Broker Option Shares pursuant to the Broker
Option), each Placee agrees that (a) the exercise by the Joint
Bookrunners of any right of termination or of any other discretion
under the Placing Agreement shall be within the absolute discretion
of the Joint Bookrunners and that it need not make any reference
to, or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (b) its rights and obligations terminate only in
the circumstances described above under "Right to terminate under
the Placing Agreement" and "Conditions of the Placing", and its
participation will not be capable of rescission or termination by
it after oral confirmation by the Joint Bookrunners of the
allocation and commitments following the close of the
Bookbuild.
By participating in the Placing (or if exercised, any Placee
subscribing for Broker Option Shares pursuant to the Broker
Option), Placees agree that the exercise by the Joint Bookrunners
of any power to grant consent to the undertaking by the Company of
a transaction which would otherwise be subject to the restrictive
provisions on further issuance under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners and that it
need not make any reference to, or consult with, Placees and that
it shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
CA68234M2058) following Admission will take place within the system
administered by Euroclear ("CREST"), subject to certain exceptions.
The Joint Bookrunners reserve the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to
Placees by such other means that they may deem necessary if
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to them
at the Issue Price, the aggregate amount owed by such Placee to the
Joint Bookrunners and settlement instructions. Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or
certificated settlement instructions in respect of the Placing
Shares that it has in place with the Joint Bookrunners.
The Company will deliver (or will procure the delivery of) the
Placing Shares to a CREST account operated by the Joint Bookrunners
as agents for the Company and the Joint Bookrunners will each enter
its delivery instruction into the CREST system. The input to CREST
by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares
will take place on 8 December2023 on a delivery versus payment
basis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares (or if exercised, any Broker Option Shares)
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Joint Bookrunners' account and benefit, an
amount equal to the aggregate amount owed by that Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and will be
required to bear any stamp duty or SDRT or other taxes or duties
(together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
(or if exercised, any Broker Option Shares) on such Placee's
behalf.
If Placing Shares (or if exercised, any Broker Option Shares)
are to be delivered to a custodian or settlement agent, Placees
should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are issued 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 SDRT. If there are any
circumstances in which any stamp duty or SDRT or other similar
taxes or duties (including any interest and penalties relating
thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares (or, for the
avoidance of doubt, if any stamp duty or SDRT is payable in
connection with any subsequent transfer of or agreement to transfer
Placing Shares), neither the Joint Bookrunners nor the Company
shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
For the purpose of this section "Representations, warranties,
undertakings and acknowledgements", the terms "Placing", "Placee"
and "Placing Shares" shall be construed to include the Broker
Option, Broker Option Placees and the Broker Option Shares, if the
Broker Option is exercised.
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Bookrunners (in their capacity as bookrunners and
placing agents of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application
for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained in this Announcement and it has not relied on, and will
not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or
otherwise other than the information contained in the Placing
Documents and the Publicly Available Information;
2. the Common Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the MAR,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
3. to be bound by the terms of the Articles of the Company;
4. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or SDRT or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees
to indemnify each Joint Bookrunner and the Company on an after-tax
basis in respect of any Indemnified Taxes;
5. neither the Joint Bookrunners nor any of their affiliates
agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person in connection with
the Placing;
6. time is of the essence as regards its obligations under this Appendix;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
9. it has not received (and will not receive) a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document (a) is
required under the UK Prospectus Regulation or other applicable
law; and (b) has been or will be prepared in connection with the
Placing;
10. in connection with the Placing, the Joint Bookrunners and
any of their affiliates acting as an investor for its own account
may subscribe for Placing Shares and in that capacity may retain,
purchase or sell for its own account such Placing Shares and any
securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to the Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares to the Joint Bookrunners or any of their affiliates
acting in such capacity;
11. the Joint Bookrunners and their affiliates may enter into
financing arrangements and swaps with investors in connection with
which the Joint Bookrunners and any of their affiliates may from
time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares;
12. the Joint Bookrunners do not intend to disclose the extent
of any investment or transactions referred to in paragraphs 10 and
11 above otherwise than in accordance with any legal or regulatory
obligation to do so;
13. the Joint Bookrunners do not owe any fiduciary or other
duties to any Placee in respect of any discretions, obligations,
representations, warranties, undertakings or indemnities in the
Placing Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of the Joint Bookrunners in connection
with its participation in the Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing
the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
discretions, obligations, representations, warranties, undertakings
or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company (and such other persons specifically
identified as accepting responsibility to certain parts thereto (if
any)) and neither the Joint Bookrunners nor any of their affiliates
agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or
statement contained in, or omission from, the Placing Documents,
the Publicly Available Information or otherwise nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in the Placing Documents, the Publicly Available
Information or otherwise, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by such person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that, in the case of Publicly
Available 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 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by the Joint Bookrunners nor the Company nor any of
their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
the Placing Documents, or the Publicly Available Information or
otherwise;
18. neither the Joint Bookrunners nor the Company nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly
Available Information; nor has it requested any of the Joint
Bookrunners or the Company or any of their respective affiliates or
any person acting on behalf of any of them to provide it with any
such material or information;
19. neither the Joint Bookrunners or the Company will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
20. it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of their affiliates or any person
acting on its behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and no
such persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to the Joint Bookrunners or the Company and
Group for all or any part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing
Shares;
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company and Group, the Placing
Shares and the terms of the Placing and has satisfied itself that
the information resulting from such investigation is still current
and relied on that investigation for the purposes of its decision
to participate in the Placing; and
(h) has consulted its own legal advisors with respect to trading
in the Placing Shares when issued and with respect to any
restrictions on the ability of the Placee to offer and resell the
Placing Shares imposed by the securities laws of the jurisdiction
in which the Placee resides and other securities laws, and
acknowledges that no representation has been made respecting the
applicable hold periods imposed by Canadian securities laws and any
other securities laws, including laws in the jurisdiction in which
such Placee is resident, or other resale restrictions applicable to
such securities which restrict the ability of the Placee (or others
for whom it is acquiring hereunder) to resell such securities, the
Placee (or others for whom it is acquiring hereunder) is solely
responsible to find out what these restrictions are and the Placee
is aware that it may not be able to resell such securities except
in accordance with limited exemptions under applicable securities
laws;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, confirmations, undertakings, representations,
warranties and agreements contained in this Appendix;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements in this
Announcement on behalf of each such person; and
(b) will remain liable to the Company and/or the Joint
Bookrunners for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting
for another person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 Appendix) and will honour such obligations and that it
has not taken any action or omitted to take any action which will
or may result in the Joint Bookrunners or the Company or any of
their respective affiliates and its and their directors, officers,
agents, employees or advisers acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officer of the
Joint Bookrunners as its agents for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe for upon
the terms of this Appendix;
27. the Placing Shares have not been and will not be cleared or
registered or otherwise qualified and that a prospectus will not be
cleared in respect of any of the Placing Shares under the
securities laws or legislation of the Restricted Jurisdictions, or
any state, province, territory or jurisdiction thereof, and, except
in transactions exempt from or not subject to the registration
requirements of a Restricted Jurisdiction, the Placing Shares may
not be offered, sold or delivered directly or indirectly to or into
a Restricted Jurisdiction;
28. the Placing Shares may not be offered, sold, or delivered,
directly or indirectly, in or into the Restricted Jurisdictions or
any jurisdiction (subject to certain exceptions) in which it would
be unlawful to do so and no action has been or will be taken by any
of the Company or the Joint Bookrunners or any person acting on
behalf of the Company or the Joint Bookrunners that would, or is
intended to, permit an offer of the Placing Shares in the
Restricted Jurisdictions, Switzerland or any country or
jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. the Placee has not offered or sold and a Placee will not
offer, sell, resell, pledge, transfer or deliver, any Placing
Shares directly or indirectly into the Restricted Jurisdictions or
any jurisdiction in which it would be unlawful to do so other than
in compliance with any applicable laws and/or regulations, or to
any person in a Restricted Jurisdiction;
30. the Placing Shares are being issued by the Company in
reliance upon an exemption from the prospectus and registration
requirements of applicable Canadian securities legislation, and the
Placing Shares are subject to statutory hold periods or resale
restrictions under applicable Canadian securities legislation and
regulatory policy, and a Placee may not be able to sell or
otherwise dispose of the Placing Shares to a person resident in
Canada except in accordance with limited exemptions under such
securities legislation and regulatory policy;
31. the Company is not, and is under no obligation to become, a
"reporting issuer" (as such term is defined in the Securities Act
(British Columbia)) in any jurisdiction, the hold period under
applicable Canadian securities laws for re-sale or distribution in
Canada may therefore be indefinite, and therefore a Placee may be
unable to sell or otherwise dispose of the Placing Shares to a
person resident in Canada for an indeterminate period of time;
32. the Company will refuse to register the transfer of any of
the Placing Shares to a person resident in Canada not made pursuant
to a prospectus filing or pursuant to an available exemption from
the registration requirements of Canadian securities law, and in
each case in accordance with applicable laws;
33. the Placee is entitled to participate in the Placing and to
acquire the Placing Shares under the laws of all the relevant
jurisdictions which apply to the Placee and the Placee has fully
observed such laws and obtained all governmental and other consents
which may be required thereunder and complied with all necessary
formalities and will pay any issue, transfer or other taxes due
thereunder and the Placee has not taken any action which will or
may result in the Joint Bookrunners or the Company being in breach
of the legal or regulatory requirements of any territory in
connection with the Placing or the Placee's participation in the
Placing and acceptance of the Placing Shares;
34. applicable securities laws in the jurisdiction in which the
Placee is resident do not trigger: (i) any obligation for the
Company or its affiliates to prepare and file a prospectus or
similar document or to register the Placing Shares; (ii) any
obligation for the Company or its affiliates to file any report or
notice with any governmental or regulatory authority, except for a
report of exempt distribution as required under National Instrument
45-106 of the Canadian securities laws; or (iii) any other
obligation on the part of the Company or any of its affiliates;
35. the Placee is resident in the jurisdiction specified in the
bid to the Joint Bookrunners, and such address was not created and
is not used solely for the purpose of acquiring the Placing Shares
and the Placee was solicited to purchase the Placing Shares only in
such jurisdiction;
36. the Placee will be asked to disclose, and must disclose,
certain personal information to the Joint Bookrunners and the
Company for the purposes of completing the Placing, including but
not limited to: (a) Placee name in full; (b) beneficial owner of
the securities, individual or non-individual (legal name in full),
if different from Placee name; (c) full residential address (or
business address in the case of non-individual) including postal
code of the beneficial owner of the securities; (d) country where
the beneficial owner of the securities resides; (e) domicile and
tax residency of beneficial owner; (f) phone number and email
address of beneficial owner of the securities; and (g) in respect
of Placing Shares to be held in uncertificated form, CREST
participant broker, including contact name and phone number, CREST
participant ID and CREST member account ID, and, which includes
determining the Placee's eligibility to purchase the Placing Shares
under applicable securities laws and completing filings required by
any stock exchange or securities regulatory authority. If the
Placee has not provided the name of someone other than the Placee
who is the beneficial owner of the securities, the Placee will be
deemed to be the beneficial purchaser or a registered trust company
or investment advisor of a fully managed account. Each Placee
acknowledges that its personal information as specified in this
paragraph 36 (or any other personal information requested) will be
disclosed by the Company to the applicable securities regulatory
authority (or authorities) or regulator in Canada. Each Placee
authorizes the indirect collection of the personal information by
the applicable securities regulatory authority (or authorities) or
regulator; and the Placee acknowledges that it may contact the
official at the applicable authority or regulator as set out in
Appendix III who can answer questions about the indirect collection
of personal information by such authority or regulator;
37. no action has been or will be taken by any of the Company or
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit an
offer of the Placing Shares in the United States or in any country
or jurisdiction where any such action for that purpose is
required;
38. unless otherwise specifically agreed with the Joint
Bookrunners, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, a Restricted
Jurisdiction;
39. it may be asked to disclose in writing or orally to the Joint Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
40. it is, and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act;
41. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act;
42. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in the United States
except pursuant to an exemption from the registration requirements
of the US Securities Act and in accordance with applicable United
States state securities laws and regulations;
43. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
44. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the Restricted Jurisdictions (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
45. it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning
the effects of applicable income tax laws and foreign tax laws
generally;
46. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant State, it is a Qualified Investor as
defined in Article 2(e) of the EU Prospectus Regulation and if it
is within Switzerland, it is a Professional Client or, if it is not
such Professional Client, it has been explicitly and directly
invited by the Company or the Joint Bookrunners and not through a
public offer, as such term is defined in Article 3(h) of the Swiss
Financial Services Act ;
47. it has not offered or sold and will not offer or sell any
Placing Shares to persons in Switzerland except to Professional
Clients or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in Switzerland
within the meaning of Article 3(h) of the Swiss Financial Services
Act;
48. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of the Joint Bookrunners
has been given to each proposed offer or resale;
49. if in the United Kingdom, that it is a person (a) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (b) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (c) to whom it may otherwise lawfully be
communicated;
50. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS") and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
51. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA;
52. 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 FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by the Joint Bookrunners in their capacity as authorised
persons under section 21 of the FSMA and they may not therefore be
subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
53. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
54. if it is a pension fund or investment company, its
subscription for/purchase of Placing Shares is in full compliance
with applicable laws and regulations;
55. (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 Bookrunners 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 Bookrunners 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
Bookrunners 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 Bookrunners and the
Company may decide at their sole discretion;
56. in order to ensure compliance with the AML Legislation, each
Joint Bookrunner (for itself and as an agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to the Joint Bookrunners or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Joint
Bookrunners' absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the Joint Bookrunners' or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a
request for verification of identity, each Joint Bookrunner (for
itself and as an agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either
the Joint Bookrunners and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
57. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or SDRT liability under
(or at a rate determined 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 issue or
transfer Placing Shares into a clearance service;
58. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out in this
Announcement, failing which the relevant Placing Shares may be
placed with other subscribers or sold as the Joint Bookrunners may
in their sole discretion determine and without liability to such
Placee, who will remain liable for any amount by which the net
proceeds of such sale falls short of the product of the relevant
Issue Price and the number of Placing Shares allocated to it and
will be required to bear any stamp duty, SDRT or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares;
59. any money held in an account with the Joint Bookrunners on
behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money
will not be segregated from the Joint Bookrunners' money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee;
60. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
61. neither the Joint Bookrunners nor any of their affiliates,
nor any person acting on behalf of them, is making any
recommendations to them, advising them regarding the suitability of
any transactions they may enter into in connection with the Placing
and the Joint Bookrunners are not acting for their clients, and
that the Joint Bookrunners will not be responsible for providing
the protections afforded to clients or customers of the Joint
Bookrunners or for providing advice in respect of the transactions
described in this Announcement;
62. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the trade
confirmation, contract note or other (oral or written) confirmation
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Joint Bookrunners'
conduct of the Placing;
63. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
64. the rights and remedies of the Company and the Joint
Bookrunners under the terms and conditions in this Appendix are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others; and
65. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, 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 arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non- contractual or
other obligation arising out of or in connection with 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 either the Company
or the Joint Bookrunners 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as the Joint Bookrunners and are
irrevocable. The Joint Bookrunners and the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such
Placee, irrevocably authorises the Company and the Joint
Bookrunners to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth in this Announcement.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by the Joint Bookrunners, the Company or any of their
respective affiliates, agents, directors, officers or employees
arising from the performance of that Placees' obligations as set
out in this Announcement, and further agrees that the provisions of
this Appendix shall survive after completion of the Placing.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The Placing Shares and the Broker Option Shares will not be
admitted to trading on any stock exchange other than AIM.
The Joint Bookrunners are authorised and regulated by the FCA in
the United Kingdom and are acting as joint bookrunners exclusively
for the Company and no one else in connection with the Placing 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 in relation to the Placing or any
other matters referred to in this Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares
by the Company to Placees (and/or to persons for whom such Placee
is contracting as agent) free of stamp duty and SDRT relates only
to their allotment and issue to Placees, or such persons as they
nominate as their agents, direct from the Company for the Placing
Shares in question.
There should be no liability to stamp duty or SDRT arising on
the allotment of the Placing Shares by the Company. The
registration of and the issue of definitive share certificates to
Placees should not give rise to any liability to stamp duty or
SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Common Shares on AIM (including instruments
transferring shares and agreements to transfer Common Shares).
Such statements assume that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealings in the Placing Shares,
stamp duty or SDRT or other similar taxes or duties may be payable,
for which neither the Company nor the Joint Bookrunners will be
responsible and the Placees shall indemnify the Company and the
Joint Bookrunners on an after-tax basis for any stamp duty or SDRT
or other similar taxes or duties (together with interest, fines and
penalties) in any jurisdiction paid by the Company or the Joint
Bookrunners in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify
the Joint Bookrunners accordingly. Placees are advised to consult
with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company and the Joint Bookrunners are not liable to bear any
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of any country in the EEA. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Joint Bookrunners and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold the Joint Bookrunners
and/or the Company and their respective affiliates harmless from
any and all interest, fines or penalties in relation to stamp duty,
SDRT and all other similar duties or taxes in any jurisdiction to
the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
APPIX II
The following definitions apply throughout this Announcement
unless the context otherwise requires
"GBP", "GBP", "pounds", "pound sterling" or "sterling", are to the lawful currency of the UK
"p", "penny" or "pence"
Admission admission of the Placing Shares to trading on AIM becoming
effective in accordance with the
AIM Rules
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock
Exchange
Announcement this Announcement, including the Appendices
Appendix an appendix to this Announcement
Articles the articles of incorporation of the Company as at the
date of this Announcement
Bookbuild the bookbuilding process to be commenced by the Joint
Bookrunners to use reasonable endeavours
to procure placees for the Placing Shares, as described in
this Announcement and subject to
the terms and conditions set out in Appendix I of this
Announcement and the Placing Agreement
Broker Option the conditional placing of the Broker Option Shares to be
arranged by the Joint Bookrunners
(or either of them) at their absolute discretion as agent
for the Company pursuant to the
terms of the Placing Agreement and the terms and
conditions at Appendix I of this Announcement
Broker Option Placees persons who agree to subscribe for Broker Option Shares at
the Issue Price
Broker Option Shares the Common Shares that may be issued by the Company (at
the absolute discretion of the Joint
Bookrunners (or either of them)) pursuant to the Broker
Option
certificated or in certificated form not in uncertificated form (that is, not in CREST)
Common Shares the common shares in the authorised structure of the
Company provided that all references
in this Announcement to the Common Shares, the Placing
Shares, the Broker Option Shares or
the Subscription Shares, as the case may be, shall, as the
context so requires be construed
as including the Common Shares, the Placing Shares, the
Broker Option Shares and the Subscription
Shares, as the case may be, in the form of Depositary
Interests
Company Ondine Biomedical Inc.
CREST the computerised settlement system to facilitate transfer
of the title to an interest in securities
in uncertificated form operated by Euroclear
Depositary Interests the depositary interests issued by Computershare Investor
Services plc, in respect of the
Common Shares deposited with it as depositary
Directors or Board the directors of the Company for the time being
EEA European Economic Area
EU Prospectus Regulation means Regulation (EU) 2017/1129, as amended
Euroclear Euroclear UK & International Limited
Existing Shareholders holders of Common Shares as at the date of this
Announcement
FCA the UK Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as amended
Fundraising means, collectively, the Placing, the Subscription and the
Broker Option
Group the Company and its subsidiaries (and "Group Company"
shall be construed accordingly)
Issue Price 9 pence per Common Share
Joint Bookrunners Singer Capital Markets and RBC
London Stock Exchange London Stock Exchange plc
MAR means the EU Market Abuse Regulation (EU) 596/2014 and all
delegated or implementing regulations
relating to that Regulation as amended as it forms part of
UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended
New Common Shares means the new Common Shares to be issued pursuant to the
Fundraising
Participating Directors means the Directors who are participating in the
Subscription
Placees persons who agree to subscribe for Placing Shares at the
Issue Price
Placing the conditional placing by the Joint Bookrunners as agents
of the Company of the Placing Shares
at the Issue Price, in accordance with the Placing
Agreement
Placing Agreement the agreement dated 30 November 2023 between the Company,
the Joint Bookrunners and SCM Advisory
relating to the Placing
Placing Documents this Announcement, the announcement of the results of the
Placing and the announcement giving
details of the number of Broker Option Shares to be
allotted (if the Broker Option is exercised)
Placing Shares the Common Shares expected to be issued pursuant to the
Placing
Publicly Available Information any information publicly announced through a regulatory
information service by or on behalf
of the Company on or prior to the date of this
Announcement
Relevant Persons has the meaning given in Appendix 1 of this Announcement
RBC or RBC Capital Markets RBC Europe Limited
SCM Advisory Singer Capital Markets Advisory LLP
Singer Capital Markets Singer Capital Markets Securities Limited
SDRT stamp duty reserve tax
Subscribers means persons who agree to subscribe for Subscription
Shares at the Issue Price, pursuant
to the Subscription
Subscription the subscription by certain third party investors,
employees and the majority of the Company's
Directors for the Subscription Shares at the Issue Price
Subscription Shares the Common Shares expected to be issued pursuant to the
Subscription
subsidiary has the meaning given to such term in the Business
Corporations Act (British Columbia), as
amended
uncertificated or in uncertificated form in respect of a share or other security, where that share
or other security is recorded on
the relevant register of the share or security concerned
as being held in uncertificated form
in CREST and title to which may be transferred by means of
CREST
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation Regulation (EU) 2017/1129 as it forms part of UK domestic
law by virtue of the European Union
(Withdrawal) Act 2018, as amended
US Securities Act the US Securities Act of 1933, as amended
APPIX III
CONTACT INFORMATION FOR CANADIAN SECURITIES REGULATORS
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street, Vancouver, British Columbia V7Y 1L2
Attention: FOI Inquiries
Tel: (604) 899--6854
Toll free in Canada: 1--800--373--6393
Alberta Securities Commission
Suite 600, 250 - 5th Street SW
Calgary, Alberta T2P 0R4
Attention: FOIP Coordinator
Tel: (403) 297-6454
Toll free in Canada: 1-877-355-0585
Financial and Consumer Affairs Authority of Saskatchewan
Suite 601 - 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Attention: Director
Tel: (306) 787-5879
The Manitoba Securities Commission
500 - 400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5
Attention: Director
Tel: (204) 945-2548
Toll free in Manitoba 1-800-655-5244
Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Attention: Inquiries Officer
Tel: (416) 593- 8314
Toll free in Canada: 1-877-785-1555
Autorité des marchés financiers
800, Square Victoria, 22e étage, C.P. 246
Tour de la Bourse, Montréal, Québec H4Z 1G3
Attention: Secrétaire Générale
Tel: (514) 395-0337 or 1-877-525-0337
Financial and Consumer Services Commission (New Brunswick)
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Attention: Privacy Officer
Tel: (506) 658-3060
Toll free in Canada: 1-866-933-2222
Nova Scotia Securities Commission
Suite 400, 5251 Duke Street
Duke Tower, P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Attention: Executive Director
Tel: (902) 424-7768
Prince Edward Island Securities Office
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8
Tel: (902) 368-4569
Attention, Superintendent of Securities
Government of Newfoundland and Labrador Financial Services
Regulation Division
P.O. Box 8700, Confederation Building, 2nd Floor, West Block
Prince Philip Drive, St. John's, Newfoundland and Labrador A1B
4J6
Attention: Superintendent of Securities
Tel: (709) 729-4189
Government of Yukon, Department of Community Services
Law Centre, 3rd Floor, 2130 Second Avenue
Whitehorse, Yukon Y1A 5H6
Attention: Superintendent of Securities
Tel: (867) 667-5314
Government of the Northwest Territories, Office of the
Superintendent of Securities
P.O. Box 1320
Yellowknife, Northwest Territories X1A 2L9
Attention: Superintendent of Securities
Tel: (867) 920-8984
Government of Nunavut, Department of Justice, Legal Registries
Division
P.O. Box 1000
Station 570, 1st Floor, Brown Building
Iqaluit, Nunavut X0A 0H0
Attention: Superintendent of Securities
Tel: (867) 975-6590
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
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END
IOEBIBDBIXXDGXG
(END) Dow Jones Newswires
November 30, 2023 13:40 ET (18:40 GMT)
Ondine Biomedical (LSE:OBI)
過去 株価チャート
から 4 2024 まで 5 2024
Ondine Biomedical (LSE:OBI)
過去 株価チャート
から 5 2023 まで 5 2024