TIDMRUA
RNS Number : 2949V
RUA Life Sciences PLC
30 November 2023
THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE IN APPIX II TO THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
RUA LIFE SCIENCES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. 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 RUA LIFE SCIENCES PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPIX II
WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO
BE IN POSSESSION OF INSIDE INFORMATION.
30 November 2023
RUA LIFE SCIENCES PLC
("RUA" or the "Company")
Placing and Subscription to raise a minimum of GBP4.1
million
Retail Offer to raise up to GBP0.75 million
at a price of 11 pence per share
and
Notice of General Meeting
RUA Life Sciences plc (AIM: RUA.L), the holding company of a
group of medical device businesses focused on the exploitation of
long-term implantable biostable polyurathane (Elast-Eon(TM)), today
announces its intention to conduct a placing of a minimum of
36,363,636 new ordinary shares of 5 pence each in the capital of
the Company ("Ordinary Shares") ("Placing Shares") at the issue
price of 11 pence per share ("Issue Price") to new and existing
institutional investors ("Placees") to raise gross proceeds of a
minimum of GBP4.00 million (the "Placing").
The Placing will be conducted by way of an accelerated bookbuild
("ABB") which will be launched immediately following this
announcement in accordance with the terms and conditions set out in
Appendix II to this Announcement.
The Company proposes to raise a further GBP80,000 (before
expenses) by way of a proposed subscription, comprising the issue
of up to 727,272 new Ordinary Shares ("Subscription Shares") at the
Issue Price (the "Subscription") to certain Directors, namely
William Brown, Ian Ardill, John McKenna and Lachlan Smith, who
intend to participate in the Subscription and subscribe for 727,272
Subscription Shares raising GBP80,000 in aggregate between
them.
In addition, the Company intends to carry out a separate retail
offer of up to 6,818,181 new Ordinary Shares ("Retail Shares") and
together with the Placing Shares and the Subscription Shares, the
"New Ordinary Shares" at the Issue Price to raise further gross
proceeds of up to GBP0.75 million via Bookbuild (the "Retail Offer"
and together with the Placing and the Subscription, the
"Fundraising") to provide existing retail shareholders in the
United Kingdom with an opportunity to participate in the
Fundraising. A separate announcement will be made shortly regarding
the Retail Offer and its terms. The Placing and Subscription are
not conditional upon the Retail Offer. For the avoidance of doubt
the Retail Offer forms no part of the Placing or Subscription.
Transaction Highlights:
-- RUA is conducting a conditional Placing and Subscription to
raise a minimum of GBP4.1 million before expenses through the
proposed issue of a minimum 37,090,908 New Ordinary Shares.
-- The Placing is expected to raise a minimum of GBP4.00 million
through the issue of a minimum of 36,363,636 Placing Shares.
-- Directors of the Company have confirmed their intention to
participate in the Subscription and subscribe for 727,272
Subscription Shares raising GBP80,000 in aggregate between them
(the "Directors' Intended Subscription"). As the Company is
currently in a close period under MAR until the publication of its
interim results for the period ended 30 September 2023 ("Results"),
the Directors are not permitted to enter into a Subscription
Agreement until after publication of the Results (and subject to
each not being in possession of any other unpublished price
sensitive information at such time). Whilst it is currently
expected that the Results will be published prior to the proposed
date of Admission, in the event that the Directors are unable to
subscribe prior to that date (for whatever reason), to the extent
the Directors' Intended Subscription then takes place, the Company
will apply for admission of the relevant Subscription Shares to
trading on AIM separately and to take effect following the
admission of the Placing Shares and Retail Shares.
-- The Issue Price of 11 pence represents a discount of 43.6 per
cent. to the closing middle market price of 19.50 pence per
Ordinary Shares on 29 November 2023, being the last business day
prior to the announcement of the Fundraising.
-- The net proceeds of the Fundraising, which are expected to
amount to at least GBP3.63 million (and at least GBP4.38 million
assuming full take up of the Retail Offer), will be used to
strengthen the Company's balance sheet to aid the commercialisation
phase of its R&D projects within the Company's vascular graft
and HV leaflet composite; to accelerate growth within contract
manufacturing; and to enable the Company to demonstrate value
across the portfolio.
-- Completion of the Fundraising is conditional, inter alia,
upon approval of the Resolutions at the general meeting of the
Shareholders to be held on or around 18 December 2023 (the "General
Meeting").
A circular, containing further details of the Fundraising and
the notice of the General Meeting to be held on or around 11.00
a.m. on 18 December 2023 to, inter alia, approve the resolutions
required to implement the Fundraising, is expected to be published
and despatched to Shareholders on or around 1 December 2023 (the
"Circular"). Set out below in Appendix I is an adapted extract from
the draft Circular that is proposed to be sent to Shareholders
after the closure of the ABB. Following its publication, the
Circular will be available on the Group's website at
https://rualifesciences.com/investor-relations/reports-documents/.
For further information contact:
RUA Life Sciences
Bill Brown, Chairman Tel: +44 (0)1294 317073
Caroline Stretton, Group Managing Director Tel: +44 (0)1294 317073
Cavendish Capital Markets Limited Tel: +44 (0)20 7220 0500
(Nominated Adviser and Broker)
Giles Balleny/Dan Hodkinson (Corporate Finance)
Charlie Combe (ECM)
Michael Johnson/Dale Bellis (Sales)
Notes:
References to times in this Announcement are to London time
unless otherwise stated.
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company in which event the Company will make
an appropriate announcement to a Regulatory Information Service
giving details of any revised dates and the details of the new
times and dates will be notified to London Stock Exchange plc (the
"London Stock Exchange") and, where appropriate, Shareholders.
Shareholders may not receive any further written communication.
Further information on the Fundraising and Admission is included
in Appendix I below. Attention is also drawn to the section headed
'Important Information' of this Announcement and the terms and
conditions of the Placing (representing important information for
Placees only) in Appendix II to this Announcement.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section in
Appendix II headed 'Definitions' below.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Cavendish or by any of their respective affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement is released by RUA Life Sciences Plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596 / 2014 which forms part of UK law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). It
is disclosed in accordance with the Group's obligations under
Article 17 of MAR. In addition, market soundings (as defined in
MAR) were taken in respect of the Fundraising with the result that
certain persons became aware of inside information (as defined in
UK MAR), as permitted by MAR. This inside information is set out in
this announcement. Therefore, upon publication of this
announcement, those persons that received such inside information
in a market sounding are no longer in possession of such inside
information relating to the Company and its securities.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the New
Ordinary Shares have not been, and will not be, registered under
the United States Securities Act of 1933 as amended or qualified
for sale under the laws of any state of the United States or under
the applicable laws of any of Canada, Australia, Japan, New Zealand
or the Republic of South Africa, and may not be offered or sold in
the United States or to, or for the account or benefit of, US
persons (as such term is defined in Regulation S under the
Securities Act) or to any national, resident or citizen of Canada,
Australia, Japan, New Zealand or the Republic of South Africa.
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares in certain jurisdictions other
than the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or
indirectly, in or into a Restricted Jurisdiction. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this Announcement to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings 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.
Cavendish, which is authorised and regulated by the FCA in the
United Kingdom, is acting as nominated adviser, lead broker and
bookrunner to the Company in connection with the Placing. The
responsibilities of Cavendish as the Company's Nominated Adviser
under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director or shareholder of the
Company or any other person. Cavendish will not be responsible to
any person other than the Company for providing the protections
afforded to clients of Cavendish or for providing advice to any
other person in connection with the Placing or any acquisition of
shares in the Company. Cavendish is not making any representation
or warranty, express or implied, as to the contents of this
Announcement. Cavendish has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted
by Cavendish for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
This announcement does not constitute a recommendation
concerning any investor's option with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this announcement and publicly available
information.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
Appendix II to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix II) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in Appendix II.
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.
The price and value of securities can go down as well as up.
Past performance is not a guide to future performance.
Information to Distributors
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 have been
subject to a product approval process, which has determined that
the Placing Shares are: (i) compatible with an end target market of
(a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels as
are permitted by UK Product Governance Requirements (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Cavendish
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to, the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"), (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II and (c) local implementing measures (together the "EU
Product Governance Requirements") and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the EU Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by EU Product
Governance Requirements (the "EU Target Market Assessment").
Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, Cavendish
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Appendix I
EDITED EXTRACTS FROM THE CIRCULAR
Introduction
On 30 November 2023, the Company announced that it was intending
to raise a minimum of GBP4.00 million before expenses through the
Placing by the proposed issue of up to 36,363,636 Placing Shares at
a price of 11 pence per share. In addition, the Company announced
that it proposed to raise a further GBP80,000 (before expenses) by
way of a proposed Subscription, comprising the issue of up to
727,272 Subscription Shares at the Issue Price.
Directors of the Company have confirmed their intention to
subscribe for these Subscription Shares at the Issue Price raising
GBP80,000 ( the "Directors' Intended Subscription "). As the
Company is currently in a close period under MAR until the
publication of its interim results for the period ended 30
September 2023 ( "Results" ), the Directors are not permitted to
enter into a Subscription Agreement until after publication of the
Results (and subject to each not being in possession of any other
unpublished price sensitive information at such time). Whilst it is
expected that the Results will be published prior to the expected
date of Admission , in the event that the Directors are unable to
subscribe prior to that date (for whatever reason) the Company will
apply for admission of the Subscription Shares which are the
subject of the Directors' Intended Subscription to trading on AIM
separately and to take effect following the admission of the
Placing Shares and Retail Shares. .
Furthermore, the Board recognises and is grateful for the
continued support received from Shareholders and is pleased to
offer retail Shareholders the opportunity to participate in the
Fundraising through the Retail Offer on Bookbuild to raise a
maximum of GBP0.75 million (assuming full take up of the Retail
Offer) through the issue of up to 6,818,181 Retail Shares at the
Issue Price. The Retail Offer will close on 7 December 2023.
The Fundraising consists of the Placing, the Subscription and
the Retail Offer and will raise at least GBP4.83 million in
aggregate, assuming completion of the Directors' Intended
Subscription and full take up of the Retail Offer.
The Fundraising is conditional on, inter alia, the Resolutions
being passed by the Shareholders at the General Meeting and
Admission becoming effective.
The Circular will contain a notice convening a general meeting
to be held at 2 Drummond Crescent Irvine Ayrshire Scotland UK, KA11
5AN on 18 December 2023 at 11:00 a.m. to consider and, if thought
appropriate, pass the Resolutions which will permit the directors
of the Company to issue and allot the New Ordinary Shares and to do
so for cash free of pre-emption rights.
Subject to Shareholder approval of the Resolutions at the
General Meeting, application will be made for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that
Admission will become effective at 8.00 a.m. on 19 December 2023
(or such later date as the Company and Cavendish may agree, but not
later than 8 January 2024). In the event that the Directors are
unable to subscribe for Subscription Shares on account of being in
a close period for the purposes of MAR or otherwise being in
possession of inside information or unpublished price sensitive
information, the Directors may subscribe post the expected date of
Admission, in which case, admission of the Subscription Shares
which are the subject of the Directors' Intended Subscription may
occur separately from the Placing Shares and Retail Shares.
Subject to the Resolutions being passed by Shareholders at the
General Meeting, each of the New Ordinary Shares will, on Admission
rank pari passu in all respects with the Existing Ordinary Shares
and will rank in full for all dividends and other distributions
declared, made or paid on the New Ordinary Shares after
Admission.
The Issue Price represents a discount of approximately 43.6 per
cent. to the Closing Price of 19.50 pence per Existing Ordinary
Share on 29 November 2023, being the latest practicable date prior
to the announcement of the Fundraising .
The purpose of the circular is to provide shareholders with
information about the background to and the reasons for the
Fundraising, to explain why the Board considers the Fundraising to
be in the best interests of the Company and its Shareholders as a
whole and why the Directors recommend that you vote in favour of
the Resolutions. A notice convening the General Meeting to approve
the Resolutions is set out at the end of this document.
Importance of vote
If the resolutions are not approved by Shareholders at the
General Meeting, the Fundraising would not proceed as currently
envisaged and, as such, the anticipated net proceeds of the
Fundraising would not become available to the Company. There is no
certainty that other funding would be available on suitable terms
or at all. Accordingly, in light of the Group's reducing cash
position, it would be likely that the Company would have to
severely restrict its costs, potentially impacting its ability to
commercialise its R&D assets and generate value for the
Group.
Background to and reasons for the Fundraising
Background
The RUA Life Sciences Group owns patents for the novel
bio-compatible polymer, Elast-Eon(TM), provides third-party medical
device development and manufacturing services and is internally
developing Elast-Eon(TM) based products that will enable the next
generation of cardiovascular medical devices. The Group operates
through its four business units: RUA Biomaterials, RUA Vascular,
RUA Structural Heart and RUA Contract Manufacture. As noted in the
announcement of 20 November 2023, due to cost of capital, the
Company has pivoted its investment strategy to seek to out license
or commercialise the assets in its two R&D focused divisions to
accelerate cash generation.
RUA Biomaterials
RUA Biomaterials is the depository of the intellectual property
and licensing rights to the biostable, implantable polymer
Elast-Eon(TM), the world's leading long-term implantable
co-polymer.
Elast-Eon(TM) is clinically proven in long-term implants and,
through its licensees, RUA has been producing and selling the
Elast-Eon(TM) polymer which has been used in over 8.8 million long
term implantable devices over 15 years. The division holds 14
patent families in relation to Elast-Eon(TM) and holds regulatory
approvals for devices used across Europe, Japan and the US, as well
as FDA material master files. Devices incorporating Elast-Eon(TM)
are used in circulatory support, urology, vascular and cardiac
rhythm management.
Elast-Eon(TM)
The Elast-Eon(TM) family of polymers combine the advantageous
properties of both polyurethanes and silicone rubbers into a single
material. These polymers exhibit the physical and mechanical
performance of polyurethanes and a biological stability that
surpasses rigid biostable polyurethanes. Elast-Eon(TM) polymers are
widely accepted as being the most biostable of all polyurethane
materials and, as such, are being used in long-term implantation.
The materials are ideal for use in implantable medical devices such
as cardiac pacing leads, neuromodulation leads, stent coating, and
interventional cardiac devices.
Elast-Eon(TM) displays beneficial properties such as being
biocompatible, durable and abrasion resistant, non-calcific,
biostable, non-inflammatory and shows good wear properties and has
a number of benefits over the traditional animal sourced
alternatives, such as collagen and gelatine.
RUA Vascular
The Group's vascular business aims to participate in the
vascular graft market, valued at approximately $1.7 billion in
2021.
The Group has developed and manufactured a range of large bore
vascular grafts on which regulatory testing has been completed with
positive results, including the gathering of in vivo data along
with in vitro mechanical testing. The Group's vascular grafts
combine the sealing properties of the Elast-Eon(TM) biocompatible
polymer with an improved graft construction utilising the Group's
implantable textile expertise. The grafts fully eliminate the use
of animal by products such as collagen and gelatine.
The Group's vascular graft is now fully prepared to undergo the
regulatory testing regime agreed with the FDA, following a
successful pre-sub process which allows the graft to go through the
less onerous 510k market clearance route. Subject to starting
recruitment for the remaining clinical studies, regulatory approval
is anticipated in 30 to 36 months with a required budget of
approximately GBP6 million. However, as announced on 20 November
2023, given the current cost of capital and funding of the
business, the Board believes that it is in the best interests of
Shareholders to not seek to fund these trials itself but explore
other options for third party funding in the near term.
The Board believes that the Vascular project has very attractive
risk adjusted returns on the additional investment required to
achieve regulatory approval. The limiting factor, however, is the
cost of capital placed upon RUA as a result of the depressed share
price. Not only would dilution relate to the interest in the
Vascular project but the substantial upside potential from both RUA
Contract Manufacture and RUA Structural Heart would be limited for
current shareholders. The investment in RUA Vascular will be
exploited by seeking third party funding for the project whilst
retaining an interest which could involve an equity interest, a
Contract Manufacture development and manufacture agreement or a
form of licensing of technology developed.
The Group's vascular products have already developed OEM
customer interest with the first commercial sale recently achieved.
Furthermore, a global distribution partnership has also been put in
place with Corcym, the global medical device company, to allow a
much-simplified route to market.
RUA Structural Heart
The Group is aiming to disrupt the surgical and TAVI heart valve
market, projected to reach $15 billion in 2027. The Group has been
aiming to achieve this by developing a synthetic leaflet system for
incorporation into both surgical and transcatheter implantable
heart valves. The leaflet system is designed to have multiple
advantages over existing heart valve products, both mechanical
valves and animal-based implants.
The Group aims to deliver a novel composite material for the
creation of heart valve leaflets that will be durable, so reducing
the need for future re-operation, and should not require lifelong
drug treatment. As well as these clinical advantages, the
manufacturing costs of a synthetic valve are expected to be
considerably less than those of current valve technology making
this a potentially disruptive advance in heart valve surgery .
The novel composite used in the Company's prototype valves
benefits from Elast-Eon(TM) 's biostability and blood contacting
properties and is designed to have strength and tear resistance an
order of magnitude greater than pure polymer thus addressing the
durability and safe failure requirements of a critical life
sustaining device.
The properties of this novel composite material for the creation
of heart valve leaflets have been exceeding management's
expectations. This durability has been substantiated through
internally undertaken testing of the composite that has recently
surpassed key milestones. The composite has demonstrated its
ability to withstand delamination or material deterioration over
400 million cycles (equivalent to 10 years of a beating heart) and
when incorporated into a simple heart valve design, and tested for
durability through 200 million cycles, with no failure of the
leaflets. Importantly, through hydrodynamic testing data, the Group
has demonstrated that the energy required to open the composite
valve is around 50% of currently marketed biological valves with a
25% improvement in the opened orifice area of the valve.
As announced on 20 November 2023, the Group's strategic focus,
given the cost of capital, is to accelerate the commercial
potential of RUA Structural Heart by making the composite available
to the heart valve industry for testing and ultimately incorporated
into next generation valves rather than incur the full cost of
developing a valve internally in a competitive market. An agreement
to provide composite material to a large heart valve company for
its own testing has already been reached (subject to contract) and
RUA intends to broaden this further through the industry now that
the test data pack is available.
RUA Contract Manufacture
The Group's contract manufacture business is a full-service (end
to end) textile specialist based in Prestwick and Irvine, Ayrshire.
The division provides sub-contract manufacturing, assembly, packing
and services to the medical device sector. The division operates
from its ISO Class 7 and Class 8 cleanrooms and holds ISO
13485:2016 certification and occupies two FDA registered
facilities. It is an expert in the development and introduction of
textile processes with valid and demonstrable quality control
methodologies.
The division is currently focussing on larger opportunities,
particularly in the areas of de-risking supply chain issues that
became apparent during Covid and has a long-term manufacturing
agreement with a global medical device company. The business has
received further demand for formal RFPs, specifically within RUA's
implantable textiles sweet spot. This visibility of development
projects gives the Board confidence that the Company will be able
to meet its objectives of doubling the scale of the Contract
Manufacture business in the medium term.
Current trading and Outlook
Interim Accounts for 6 months to 30 September 2023
RUA anticipates announcing the interim results for the half year
to 30 September 2023 on 18 December 2023. The interim results are
expected to show revenues of GBP794k, operating loss of GBP1,360k
and loss after tax of GBP1,010k. Revenue in the period was impacted
by issues relating to the completion, shipment and sterilisation
testing of orders placed by the major customer. As a result,
revenue reported indicated a decrease of 28% compared to the
previous year. The issues have been resolved with projected revenue
at the end of November 2023 (GBP1,312k) being in line with like for
like comparison to the same period last year (November 2022 -
GBP1,308k). The cash position at the end of September stood at
GBP493k however with the resumption in shipments, a short working
capital cycle and receipt of GBP381k in R&D tax credits, the
total cash position had increased to over GBP1.0m at 21 November
2023.
Contract Extension
RUA's Contract Manufacturing division has had a long-term
manufacturing contract with its major customer dating back to 2013.
This contract has been renewed for a further three years through to
October 2026 on continued terms including indemnity for any
uninsurable product risks to RUA.
Reasons for the Fundraising
The Group will focus on driving commercialisation across each of
its business units, with the objective of seeing the Company
through to profitability.
Vascular Business
In recognition of the clear path to commercialisation alongside
Corcym and other interest from OEMs, the Directors believe the
vascular project presents an attractive risk adjusted return on the
additional investment required to achieve regulatory approval.
However, noting the current cost of capital that the Company faces,
the Company will not seek to fund these trials itself but explore
other options for third party funding in the near term whilst
retaining an interest that could include an equity interest, a form
of licensing of the technology developed or a contract manufacture
agreement.
For the Company to capitalise on the investment and significant
progress made within the vascular business the Company will require
short term maintenance costs to see RUA Vascular through to a
commercial deal, with limited further development investment.
Heart Valve
The Group's strategic focus is to accelerate the commercial
potential of RUA Structural Heart by making the composite available
to the heart valve industry for testing and ultimately incorporated
into next generation valves. An agreement to provide composite
material to one of the major medical device companies has already
been reached (subject to contract) and RUA intends to broaden this
further through the industry. The Fundraising will strengthen the
Company's balance sheet and put RUA in a more robust position with
heart valves to execute testing with a view to securing
out-licensing with commercial partners.
Contract Manufacturing
The Fundraising is further being undertaken to accelerate growth
within the Group's cash generative contract manufacture business.
The Fundraise will enable the Group to strengthen its balance sheet
to support on-going business development at RUA Contract
Manufacturing, as well as accelerate the scale of contract
manufacturing activities in the medium term in response to the
indicative demand for the division's services.
Use of proceeds of the Fundraising
The purpose of the Fundraising is to strengthen the Company's
balance sheet to aid the commercialisation phase of its R&D
projects within the Company's vascular graft and HV leaflet
composite; to accelerate growth within contract manufacturing; and
to enable the Company to demonstrate value across the
portfolio.
Details of the Fundraising
The Placing
The Placing is conditional, amongst other things, on the passing
of the Resolutions, the Placing Agreement not having been
terminated and Admission occurring on or before 8.00 a.m. on 19
December 2023 (or such later date as Cavendish and the Company may
agree, being not later than 8.00 a.m. on 8 January 2024).
Under the terms of the Placing Agreement, Cavendish, as agent
for the Company, has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares and to co-ordinate the
offering of the Retail Shares on Bookbuild, in each case at the
Issue Price. The Company has given certain customary warranties to
Cavendish in connection with the Placing, the Retail Offer and
other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify Cavendish in relation
to certain liabilities it may incur in undertaking the Fundraising.
Cavendish has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, for a
material breach of any of the warranties. The Placing is not being
underwritten.
The Placing Shares will be allotted and credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or after the date on which
they are issued.
The Subscription
The Company proposes to raise up to GBP80,000 (before expenses)
by way of a proposed Subscription, comprising the issue of up to
727,272 Subscription Shares at the Issue Price.
The Subscription is conditional upon (amongst other things) the
passing of the Resolutions, the Placing Agreement not having been
terminated and Admission occurring on or before 8.00 a.m. on 19
December 2023 (or such later date and/or time as Cavendish and the
Company may agree, being not later than 8.00 a.m. on 8 January
2024).
Certain of the Directors are intending to enter into
Subscription Agreements pursuant to the Subscription when they are
no longer in a close period for the purposes of MAR (and subject to
them at that time not having any inside information or unpublished
price sensitive information).
In the event that the Directors are unable to subscribe for
Subscription Shares on account of being in a close period for the
purposes of MAR or otherwise being in possession of inside
information or unpublished price sensitive information, the
Directors may subscribe post the expected date of Admission, in
which case, admission of those Subscription Shares may occur
separately from the Placing Shares and Retail Shares but in any
event not later than 8.00 a.m. on 8 January 2024.
The Retail Offer
The Company values its retail Shareholder base and believes that
it is appropriate to provide its existing retail Shareholders
resident in the United Kingdom the opportunity to participate in
the Retail Offer at the Issue Price. The Retail Offer is separate
from the Placing and the Subscription and Cavendish owes the
Company no obligations in respect of the Retail Offer.
The Company is therefore using the Bookbuild platform to make
the Retail Offer available in the United Kingdom through the
financial intermediaries (normally a broker, investment platform or
wealth manager) which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/DQM5GQ/authorised-intermediaries
Cavendish will be acting as retail offer coordinator in relation
to this Retail Offer (the "Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth
manager ("Intermediary") to participate in the Retail Offer. In
order to participate in the Retail Offer, each Intermediary must be
on-boarded onto the BookBuild platform and agree to the final terms
and the Retail Offer terms and conditions, which regulate, inter
alia, the conduct of the Retail Offer on market standard terms and
provide for the payment of commission to any intermediary that
elects to receive a commission and/or fee (to the extent permitted
by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any Intermediary are for its own
account. Investors should confirm separately with any Intermediary
whether there are any commissions, fees or expenses that will be
applied by such Intermediary in connection with any application
made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the
United Kingdom at 8:00am on 1 December 2023. The Retail Offer is
expected to close at 4:30pm on 7 December 2023. Investors should
note that financial intermediaries may have earlier closing times.
The Retail Offer may close early if it is oversubscribed.
The Retail Offer the subject of this announcement is and will,
at all times, only be made to, directed at and may only be acted
upon by those persons who are, shareholders in the Company. To be
eligible to participate in the Retail Offer, applicants must meet
the following criteria before they can submit an order for Retail
Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the
United Kingdom and (iii) be a shareholder in the Company (which may
include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other
unincorporated organisations and includes persons who hold their
shares in the Company directly or indirectly through a
participating Intermediary). For the avoidance of doubt, persons
who only hold CFDs, Spreadbets and/or similar derivative
instruments in relation to shares in the Company are not eligible
to participate in the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application for subscription under the Retail Offer without giving
any reason for such rejection.
It is important to note that once an application for Retail
Shares has been made and accepted via an Intermediary, it cannot be
withdrawn.
The Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018. It is a term of the Retail Offer that
the aggregate total consideration payable for the Retail Shares
will not exceed GBP750,000.00 (or the equivalent in Euros). The
exemption from the requirement to publish a prospectus, set out in
section 86(1)(e) of the Financial Services and Markets Act 2000 (as
amended), will apply to the Retail Offer.
A separate announcement will be made by the Company regarding
the Retail Offer and its terms.
The Retail Offer remains conditional on, inter alia:
(a) the Placing being or becoming wholly unconditional;
(b) Admission of the New Ordinary Shares becoming effective by
no later than 8.00 a.m. on 19 December 2023 or such later time
and/or date as Cavendish and the Company may agree.
Conditional on Admission taking effect, up to 6,818,181 Retail
Shares will be issued pursuant to the Retail Offer at the Issue
Price to raise proceeds of up to GBP0.75 million (before expenses).
The Retail Shares, when issued and fully paid, will rank pari passu
in all respects with the Existing Ordinary Shares (including the
Placing Shares).
Application will be made to the London Stock Exchange for
Admission of the Retail Shares to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 19 December 2023, at which time it is also expected that
the Retail Shares will be enabled for settlement in CREST.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Settlement and Dealings
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM. It is
expected that Admission will take place on or before 8.00 a.m. on
19 December 2023 and that dealings will commence at the same
time.
General Meeting
A notice convening the General Meeting to be held at 2 Drummond
Crescent Irvine Ayrshire Scotland UK, KA11 5AN on 18 December 2023
at 11:00 a.m. is set out in Part II of this document, to consider
and, if thought appropriate, pass the following resolutions:
-- Resolution 1 which is an ordinary resolution to authorise the
Directors to allot equity securities (as defined in section 560 of
the Act) up to a maximum aggregate nominal amount of GBP GBP
GBP2,195,454.45 pursuant to the Fundraising; and
-- Resolution 2 which is a special resolution and is conditional
on the passing of resolution 1, to authorise the Directors to issue
and allot equity securities (as defined in section 560 of the Act)
on a non-pre-emptive basis up to a maximum aggregate nominal amount
of GBP GBP2,195,454.45 in respect of the Fundraising, each as
referred to in Resolution 1.
The authorities granted pursuant to the Resolutions will expire
at the conclusion of the annual general meeting of the Company to
be held in 2024.
Resolution 1 will be proposed as an ordinary resolution. For an
ordinary resolution to be passed, more than half of the votes cast
must be in favour of the resolution.
Resolution 2 will be proposed as a special resolution. For a
special resolution to be passed, at least three quarters of the
votes cast must be in favour of the resolution.
Action to be taken
Shareholders are strongly encouraged to appoint the Chairman of
the General Meeting as their proxy for the General Meeting. This
will ensure that your vote will be counted even if attendance at
the General Meeting is restricted or you are unable to attend.
If you would like to vote on the Resolutions, you may appoint a
proxy by completing, signing and returning the Form of Proxy to the
Company's Registrar, Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA so that it is received no later than
11.00 a.m. on 14 December 2023.
Alternatively, you may appoint a proxy by completing and
transmitting a CREST Proxy Instruction to the Company's Registrar,
the Company's Registrar, Equiniti Limited (CREST Participant ID
RA19), no later than 11.00 a.m. on 14 December 2023.
The appointment of a proxy will not preclude you from attending
the meeting and voting in person should you wish to do so.
If you hold your shares through a nominee service, please
contact the nominee service provider regarding the process for
appointing a proxy.
Any changes to the arrangements for the General Meeting will be
communicated to Shareholders before the General Meeting, including
through the Company's website at https://rualifesciences.com/ and
by announcement via a RIS.
All resolutions for consideration at the General Meeting will be
voted on by way of a poll, rather than a show of hands. This means
that Shareholders will have one vote for each Ordinary Share held.
The Company believes that this will result in a more accurate
reflection of the views of Shareholders by ensuring that every vote
is recognised, including the votes of any Shareholders who are
unable to attend the General Meeting but who have appointed the
Chairman as their proxy for the General Meeting.
Recommendation
The Directors consider the passing of the Resolutions to be in
the best interests of the Company and its Shareholders as a
whole.
Accordingly, the Directors unanimously recommend that all
Shareholders vote in favour of the Resolutions as they intend to
do, or procure to be done, in respect of their own beneficial
shareholdings, being, in aggregate, 636,460 Ordinary Shares,
representing approximately 2.87 per cent. of the Existing Issued
Share Capital.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and date (as applicable)
Latest Practicable Date 29 November 2023
Publication and posting of the Circular 1 December 2023
and Form of Proxy
Latest time and date for receipt of 4.30 p.m. 7 December 2023
bids in the Retail Offer on Bookbuild
Latest time and date for receipt of 11.00 a.m. on 14 December
completed Forms of Proxy to be valid 2023
at the General Meeting
General Meeting 11.00 a.m. on 18 December
2023
Announcement of results of the General 18 December 2023
Meeting
Admission and commencement of dealings 8.00 a.m. on 19 December
in the New Ordinary Shares* 2023
CREST accounts to be credited for the 19 December 2023
New Ordinary Shares to be held in uncertificated
form
Dispatch of definitive share certificates Within 10 Business Days
for applicable New Ordinary Shares of Admission
to be held in certificated form
* In the event that the Directors are unable to subscribe for
Subscription Shares on account of being in a close period for the
purposes of MAR or otherwise being in possession of inside
information or unpublished price sensitive information, the
Directors may subscribe post the expected date of Admission, in
which case, admission of the Subscription Shares may occur
separately from the Placing Shares and Retail Shares.
Notes:
1. Each of the times and dates abo ve are indicati ve only and
are subject to change. If any of the abo ve times and/or dates
change, the r e vised times and / or dates w i ll be no t i f i ed
by the Compa ny to Sha r eholde rs by announcement t h r ough a R e
gu l ato ry In f o r mation Service.
2. All of the abo ve times refer to London time unless otherwise stated.
3. Events listed in the above timetable after the General
Meeting are conditional on the passing at the General Meeting of
the Resolutions.
KEY STATISTICS
Issue Price 11 pence
Number of Existing Ordinary Shares(1) 22,184,798
Number of New Ordinary Shares
Comprising: 43,909,089
* Number of Placing Shares 36,363,636
* Number of Subscription Shares(2) 727,272
* Number of Retail Shares(3) 6,818,181
Minimum Directors' Intended Subscription GBP80,000
Number of Ordinary Shares in issue immediately
following Admission(2) (3) 66,093,887
Percentage of the Enlarged Share Capital represented
by the New Ordinary Shares* 66.4%
Gross proceeds of the Placing GBP4.00 million
Gross expected proceeds of the Subscription(2) GBP80,000
Maximum gross proceeds of the Retail Offer(3) GBP750,000
Estimated cash proceeds of the Fundraising receivable GBP4.38 million
by the Company (net of expenses) (2) (3)
Market capitalisation on Admission at the Issue GBP7.27 million
Price
ISIN of Ordinary Shares GB0033360586
(1) As at 29 November 2023, being the last practicable Business
Day prior to the publication of this Document.
(2) Assuming that the 727,272 Subscription Shares are
issued.
(3) Assuming maximum amount raised under the Retail Offer
APPIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO PARTICIPATE IN THE
PLACING
The terms and conditions contained in this announcement,
including this Appendix (together the "announcement") (the "Terms
and Conditions") and the information comprising this announcement
are restricted and are not for publication, release or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan, or any other state or
jurisdiction in which such release, publication or distribution
would be unlawful. The Terms and Conditions and the information
contained herein is not intended to and does not contain or
constitute an offer of, or the solicitation of an offer to buy or
subscribe for, securities to any person in the United States,
Canada, Australia, New Zealand, the Republic of South Africa or
Japan, or any other state or jurisdiction in which such an offer
would be unlawful.
Important information for invited Placees only regarding the
Placing
Members of the public are not eligible to take part in the
Placing. This announcement and the Terms and Conditions set out in
this Announcement are for information purposes only and are
directed only at persons whose ordinary activities involve them
acquiring, holding, managing and disposing of investments (as
principal or agent) for the purpose of their business and who have
professional experience in matters relating to investments and are:
(1) if in member states ("Member States") of the European Economic
Area ("EEA") are "Qualified Investors" in such Member State ("EEA
Qualified Investor") within the meaning of Article 2l of the
Regulation (EU) 2017/1129 ("EU Prospectus Regulation"); and (2) if
in the United Kingdom are "Qualified Investors" in the United
Kingdom ("UK Qualified Investor") within the meaning of Article 21
of the Regulation (EU) 2017/1129 as it forms part of the law of
England and Wales by virtue of section 3 of the European Union
(Withdrawal) Act 2018 and as modified by or under domestic law ("UK
Prospectus Regulation") and who fall within the meaning of Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "FPO"), and/or (ii) high net
worth companies, unincorporated associations or other bodies within
the meaning of Article 49(2)(a) to (d) of the FPO; and/or (iii)
persons to whom it may otherwise be lawfully communicated (each a
"Relevant Person"). No other person should act or rely on this
announcement and persons distributing this announcement must
satisfy themselves that it is lawful to do so. By accepting the
Terms and Conditions each Placee represents and agrees that it is a
Relevant Person. This announcement and the Terms and Conditions set
out herein must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
this announcement and the Terms and Conditions set out herein
relate is available only to Relevant Persons and will be engaged in
only with Relevant Persons. This announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company.
The Placing Shares have not been and will not be registered
under the US Securities Act, or under the applicable securities
laws of any state or other jurisdiction of the United States, and
may not be offered, sold, taken up, resold, transferred or
delivered, directly or indirectly, in or into the United States,
except pursuant to an applicable exemption from the registration
requirements of the US Securities Act and in compliance with the
securities laws of any relevant state or other jurisdiction of the
United States. There will be no public offering of the Placing
Shares in the United States. The Placing Shares are being offered
and sold outside the United States in "offshore transactions" in
reliance on and in accordance with Regulation S ("Regulation S")
under the US Securities 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 the adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
This announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy or subscribe for, securities in the United States,
Canada, Australia, New Zealand, the Republic of South Africa,
Japan, or in any jurisdiction in which such offer or solicitation
is unlawful. This announcement is not for publication or
distribution in or into the United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan, nor in any country
or territory where to do so may contravene local securities laws or
regulations. The distribution of this announcement (or any part of
it or any information contained within it) in other jurisdictions
may be restricted by law and therefore persons into whose
possession this announcement (or any part of it or any information
contained within it) comes should inform themselves about and
observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities law of
any such jurisdictions. The Placing Shares have not been and will
not be registered under the US Securities Act nor under the
applicable securities laws of any state or other jurisdiction of
the United States or any province or territory of Canada,
Australia, New Zealand, the Republic of South Africa or Japan.
Accordingly, the Placing Shares may not be offered or sold directly
or indirectly in or into the United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan or to any resident
of the United States, Canada, Australia, New Zealand, the Republic
of South Africa or Japan.
Each Placee should consult with its own advisers as to legal,
tax, business, financial and related aspects of a purchase of
and/or subscription for the Placing Shares.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
200 (the "FSMA") does not require the approval of the relevant
communication by an authorised person.
Each Placee will be deemed to have read and understood this
announcement in its entirety and to be making such offer on these
terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in these
terms and conditions. In particular each such Placee represents,
warrants and acknowledges to each of the Company and Cavendish
Capital Markets Limited ("Cavendish") that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will purchase and/or subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of
its business;
(b) it is acquiring the Placing Shares for its own account or
acquiring the Placing Shares for an account with respect to which
it has sole investment discretion and has the authority to make,
and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
announcement;
(c) in the case of any Placing Shares subscribed for by it as a
financial intermediary as that term is used in Article 5 of the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable), any Placing Shares purchased and/or subscribed for by
it in the Placing will not be subscribed for and/or purchased on a
non-discretionary basis on behalf of, nor will they be subscribed
for and/or purchased with a view to their offer or resale to,
persons in a Member State or the United Kingdom other than EEA
Qualified Investors or UK Qualified Investors (as applicable), or
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in the United Kingdom or
in a Member State to UK Qualified Investors or EEA Qualified
Investors (as applicable), or in circumstances in which the prior
consent of Cavendish has been given to each such proposed offer or
resale;
(d) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or the United Kingdom other
than EEA Qualified Investors or UK Qualified Investors (as
applicable), the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or the UK Prospectus Regulation
as having been made to such persons;
(e) 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;
and
(f) if located outside of the United States, it is acquiring the
Placing Shares in an "offshore transaction" in reliance on and in
accordance with Regulation S.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement, of which these terms and conditions form
part, should seek appropriate advice before taking any action.
Neither Cavendish, nor any of its affiliates, agents, directors,
officers or employees, make any representation to any Placees
regarding an investment in the Placing Shares.
Introduction
Cavendish may require a Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations and/or undertakings as it (in its absolute
discretion) sees fit and/or may require any such Placee to execute
a separate placing letter (for the purposes of this announcement, a
"Placing Letter"). The terms of this announcement will, where
applicable, be deemed to be incorporated into that Placing
Letter.
Details of the Placing
Cavendish has entered into the Placing Agreement with the
Company under which Cavendish has agreed, on the terms and subject
to the conditions set out therein, and undertaken to use its
reasonable endeavours to procure, as the Company's agent for the
purpose of the Placing, subscribers for the Placing Shares at the
Issue Price.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms, as detailed further below.
The Placing Shares are and will be credited as fully paid and
will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares to the relevant Placees.
Application for admission to trading
Application has been or will be made to the London Stock
Exchange for Admission of the New Ordinary Shares to trading on
AIM.
The Placing is subject to, inter alia, Shareholder approval at
the General Meeting. Should the Resolutions not be passed,
Admission will not occur.
Subject to the passing of the Resolutions, it is anticipated
that Admission will occur on or around 8.00 a.m. on 19 December
2023.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than AIM.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing and no such prospectus is required (in
accordance with the UK Prospectus Regulation and/or the EU
Prospectus Regulation) to be published and Placees' commitments
will be made solely on the basis of the information contained in
this announcement released by the Company today and subject to the
further terms set forth in the trade confirmation or contract note
to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement and all other publicly
available information previously or simultaneously published by the
Company by notification to a Regulatory Information Service or
otherwise filed by the Company is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any other information, representation, warranty, or statement made
by or on behalf of the Company, Cavendish, or any other person and
neither the Company nor Cavendish nor any of their respective
affiliates will be liable for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Nothing
in this paragraph should exclude or limit the liability of any
person for fraudulent misrepresentation by that
person.
Bookbuild
Cavendish will today commence the bookbuilding process in
respect of the Placing (the "ABB") to determine demand by Placees
for participation in the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Cavendish and the Company shall be entitled to effect the
Placing by such alternative method to the ABB as they may, in their
absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. Cavendish (whether acting through itself or any of its
affiliates) is arranging the Placing as placing agent and broker of
the Company for the purpose of using its reasonable endeavours to
procure Placees at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Cavendish . Cavendish and/or its affiliates may participate in the
Placing as principal.
3. Completion of the Placing will be announced on a Regulatory
Information Service following completion of the ABB.
4. To bid in the ABB, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Cavendish.
Each bid should state the number of Placing Shares for which the
prospective Placee wishes to subscribe. Bids may be scaled down by
Cavendish on the basis referred to in paragraph 13 below.
5. A bid in the ABB will be made on the terms and subject to the
conditions in this announcement and will be legally binding on the
Placee on behalf of which it is made and except with Cavendish's
consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to
the Company and Cavendish, to pay to it (or as Cavendish may
direct) in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares that such Placee has
agreed to subscribe for and the Company has agreed to allot and
issue to that Placee. Each prospective Placee's obligations will be
owed to the Company and Cavendish.
6. The ABB in respect of the Placing is expected to close no
later than 7.00 a.m. on 1 December 2023, but the ABB may be closed
earlier or later at the discretion of Cavendish and the Company.
Cavendish may, in agreement with the Company, accept bids, either
in whole or in part, that are received after the ABB has
closed.
7. This announcement 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.
8. Each Placee's commitment will be made solely on the basis of
the information set out in Announcement. By participating in the
Placing, each Placee will be deemed to have read and understood
these Terms and Conditions and the rest of this announcement in its
entirety and to be participating and making an offer for the
Placing Shares on these Terms and Conditions and to be providing
the representations, warranties and acknowledgements and
undertakings contained in these Terms and Conditions.
9. The Issue Price will be a fixed price of 11 pence per Placing Share.
10. An offer for Placing Shares, which has been communicated by
a prospective Placee to Cavendish , shall not be capable of
withdrawal or revocation without the consent of Cavendish .
11. Each Placee's allocation will be confirmed to Placees orally
or in writing by Cavendish as soon as practicable following the
close of the ABB. The terms of this announcement will be deemed
incorporated by reference therein. The oral or written confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of Cavendish and the Company, under which it
agrees to subscribe for and/or acquire the number of Placing Shares
allocated to it at the Issue Price on the Terms and Conditions set
out in this announcement and in accordance with the Company's
articles of association. Except as required by law or regulation,
no press release or other announcement will be made by Cavendish or
the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Cavendish (as agent for the
Company), as applicable, to pay in cleared funds immediately on the
settlement date, in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the
Issue Price and the number of Placing Shares such Placee has agreed
to take up.
13. Cavendish may choose to accept bids, either in whole or in
part, on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis
as they may determine. Cavendish may also, notwithstanding
paragraphs 4 and 5 above, and subject to prior agreement with the
Company, allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time. The
Company reserves the right (upon agreement with Cavendish ) to
reduce or seek to increase the amount to be raised pursuant to the
Placing at its discretion.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares under the Placing will be required to be made at the times
and on the basis explained below under "Registration and
Settlement".
15. All obligations under the ABB and Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
the conditions referred to below under "Conditions of the Placing"
and to the Placing Agreement not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
16. By participating in the ABB, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
17. To the fullest extent permissible by law, none of the
Company, Cavendish , nor any of their respective affiliates shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) under these terms and
conditions. In particular, none of the Company, Cavendish , nor any
of their respective affiliates shall have any liability (including
to the fullest extent permissible by law, any fiduciary duties) in
respect of Cavendish's conduct of the ABB. Each Placee acknowledges
and agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees, and Cavendish shall not have any
liability to Placees for the failure of the Company to fulfil those
obligations.
18. Cavendish shall, following consultation with, and on
approval of such allocations by, the Company, be entitled to
allocate Placing Shares at its discretion to Placees in respect of
their allocations of Placing Shares.
Conditions of the Placing
Cavendish's obligations under the Placing Agreement are
conditional on, inter alia:
(a) the Company having published the Circular and the
Resolutions having been duly passed by the requisite majority the
General Meeting;
(b) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(c) Admission of the Placing Shares taking place not later than
8 a.m. on 19 December 2023 (or such later time and date not being
later than 8.30 a.m. on 8 January 2024 as may be agreed between the
Company and Cavendish).
The Placing Agreement contains certain warranties and
representations from the Company and an indemnity from the Company
for the benefit of Cavendish. The Placing Agreement contains
certain conditions to be satisfied (or, where permitted, waived or
extended in writing by Cavendish) on or prior to Admission,
including there having been no material adverse change, the
warranties being true and accurate and not misleading (in the
opinion of Cavendish) and the performance by the Company of its
obligations under the Placing Agreement.
None of the Company, the Directors, nor Cavendish owes any
fiduciary duty to any Placee in respect of the representations,
warranties, undertakings or indemnities in the Placing
Agreement.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
waived by Cavendish by the time or date where specified (or such
later time or date as the Company and Cavendish may agree), or (ii)
the Placing Agreement is terminated as described below, the Placing
will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
Cavendish may, in its absolute discretion, waive, or extend the
period for compliance with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement, save that, inter alia, the condition relating to
Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
announcement.
Neither Cavendish, nor the Company (as the case may be) 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 Cavendish.
Right to terminate under the Placing Agreement
Cavendish may in its absolute discretion, at any time before
Admission terminate the Placing Agreement by giving notice to the
Company, in certain circumstances, including, inter alia, in
Cavendish's sole opinion (acting in good faith):
(a) the Company fails in any material respect to comply with any
of its obligations under the Placing Agreement or it commits a
material breach of the rules and regulations of the FCA and/or
London Stock Exchange and/or the AIM Rules, FSMA, MAR or any other
applicable law; or
(b) it comes to the notice of Cavendish that any statement
contained in this announcement was untrue, incorrect or misleading
in any respect which Cavendish considers (acting reasonably and in
good faith) to be material in the context of the Fundraising;
or
(c) it comes to the notice of Cavendish that any statement
contained in this announcement has become untrue, incorrect or
misleading in any respect which Cavendish considers (acting
reasonably and in good faith) to be material in the context of the
Fundraising or any matter which Cavendish considers (acting
reasonably and in good faith) to be material in the context of the
Fundraising has arisen which would, if the Fundraising were made at
that time, constitute a material omission therefrom; or
(d) it comes to the notice of Cavendish that any of the
warranties given by the Company under the Placing Agreement was not
at the date of such agreement true and accurate in any material
respect; or
(e) there shall have occurred any adverse change in, or any
development reasonably likely to involve an adverse change in, the
condition (financial, operational, legal or otherwise), earnings,
business, management, property, assets, rights, results, operations
or prospects of the Company or its group which is material in the
context of the Company or the group taken as a whole, whether or
not arising in the ordinary course of business and which Cavendish
considers (acting reasonably and in good faith) is likely to render
the Fundraising, temporarily or permanently, impracticable or
inadvisable (whether or not foreseeable at the date of the Placing
Agreement).
The rights and obligations of the Placees shall terminate only
in the circumstances described in these Terms and Conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Cavendish of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Cavendish , and that it need not make any reference
to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against Cavendish , the
Company, nor any of their respective af liates, directors or
employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0033360586) following Admission will take place within CREST.
Each Placee allocated Placing Shares in the Placing will be sent a
trade confirmation or contract note stating the number of Placing
Shares allocated to it at the Issue Price, the aggregate amount
owed by such Placee to Cavendish (as agent for the Company), as
applicable, and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the CREST or certificated
settlement instructions that it has in place with Cavendish.
The expected date of settlement in respect of the Placing Shares
will be communicated to you by Cavendish and settlement will be in
accordance with the instructions set out in the trade
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above SONIA as
determined by Cavendish.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Cavendish may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Cavendish's account and benefit (as agent
for the Company) as applicable, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable and shall indemnify Cavendish
(as agent for the Company), on demand for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares to Cavendish, each Placee confers on Cavendish
all such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which Cavendish
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Cavendish,
namely that, each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood this
announcement, including these terms and conditions, in its entirety
and that its subscription for and/or purchase of 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 herein and not in reliance on any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Company, the Placing or
otherwise, other than the information contained in this
announcement, and undertakes not to redistribute or duplicate this
announcement or any part of it;
2. acknowledges that the content of this announcement is
exclusively the responsibility of the Company, and that neither
Cavendish , nor its affiliates nor any person acting on their
behalves has or shall have any liability for any information,
representation or statement contained in this announcement or any
information previously or concurrently published by or on behalf of
the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this announcement, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by Cavendish , the Company, or any of
their directors, officers or employees or any person acting on
behalf of any of them, or, if received, it has not relied upon any
such information, representations, warranties or statements
(including any management presentation that may have been received
by any prospective Placee or any material prepared by the research
department of Cavendish (the views of such research departments not
representing and being independent from those of the Company and
the corporate finance department of Cavendish and not being
attributable to the same)), and neither Cavendish nor the Company
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and it will not
rely on any investigation that Cavendish , its affiliates or any
other person acting on its or their behalf has or may have
conducted;
3. acknowledges that neither Cavendish nor the Company nor any
of their respective affiliates or any person acting on behalf of
any of them has provided it, and will not provide it, with any
material regarding the Placing Shares or the Company other than
this announcement; nor has it requested that Cavendish , the
Company, or their respective affiliates or any person acting on
behalf of any of them provide it with any such information and
acknowledge that they have read and understood this
announcement;
4. acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Placing;
5. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
6. acknowledges that Cavendish does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Cavendish is not acting for them or their clients
and that Cavendish will not be responsible for providing
protections to it or its clients;
7. has the funds available to pay in full for the Placing Shares
for which it has agreed to subscribe and/or purchase and that it
will pay the total amount due by it in accordance with the terms
set out in this announcement and, as applicable, as set out in the
trade settlement or the contract note on the due time and date;
8. acknowledges that neither Cavendish , nor any of its
affiliates or any person acting on behalf of Cavendish or any such
affiliate has or shall have any liability for this announcement and
any publicly available or filed information or any representation
relating to the Company, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. acknowledges that neither Cavendish , nor the ultimate
holding company of Cavendish nor any direct or indirect subsidiary
undertakings of such holding company, nor any of their respective
directors and employees shall be liable to Placees for any matter
arising out of Cavendish's role as placing agent or otherwise in
connection with the Placing and that where any such liability
nevertheless arises as a matter of law each Placee will immediately
waive any claim against any of such persons which it may have in
respect thereof;
10. understands, and each account it represents has been advised
that (i) the Placing Shares have not been and will not be
registered under the US Securities Act or under the securities laws
of any state or other jurisdiction of the United States and are
being offered in a transaction not involving any public offering in
the United States, (ii) the Placing Shares are being offered and
sold pursuant to Regulation S under the US Securities Act or in a
transaction exempt from or not subject to the registration
requirements under the US Securities Act; and (iii) the Placing
Shares may not be reoffered, resold, pledged or otherwise
transferred except in accordance with Regulation S under the US
Securities Act or pursuant to an exemption from or in a transaction
not subject to the registration requirements under the US
Securities Act;
11. is not located in the United States. If located outside of
the United States, represents and warrants that it, and any
accounts it represents, (i) is, or at the time the Placing Shares
are acquired will be, outside the United States and (ii) is
acquiring the Placing Shares in an "offshore transaction" in
reliance on and in accordance with Regulation S;
12. is not subscribing for any Placing Shares as a result of (i)
any "directed selling efforts" as that term is defined in
Regulation S or (ii) any form of "general solicitation or general
advertising" within the meaning of Regulation D under the US
Securities Act;
13. will not distribute, forward, transfer or otherwise transmit
this announcement any information contained within it or any other
materials concerning the Placing (including any electronic copies
thereof), in or into the United States;
14. acknowledges that any subscription for the Placing Shares
may involve tax consequences, and that the contents of this
announcement do not contain tax advice or information. The Placee
acknowledges that it must retain its own professional advisors to
evaluate the tax, financial and any and all other consequences of
an investment in the Placing Shares;
15. represents and warrants that it will notify any transferee
to whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer and resale;
16. unless otherwise specifically agreed in writing with
Cavendish represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of the
United States, Canada, Australia, New Zealand, Japan or the
Republic of South Africa or any other jurisdiction in which it is
unlawful to make or accept an offer to acquire the Placing
Shares;
17. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States, Canada, Australia, New Zealand, Japan or the Republic of
South Africa or any other jurisdiction in which it is unlawful to
make or accept an offer to acquire the Placing Shares and, subject
to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
18. represents and warrants that the issue or transfer to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
19. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and UK MAR; (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 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017; and (iii) it
is not a person: (a) with whom transactions are prohibited under
the Foreign Corrupt Practices Act of 1977 (as amended) or any
economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the US
Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union 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 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 Cavendish such evidence, if any, as to the
identity or location or legal status of any person which Cavendish
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) in the form and manner requested by Cavendish 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
Cavendish may decide in its sole discretion;
20. represents and warrants that it is acquiring the Placing
Shares for its own account or acquiring the Placing Shares for an
account with respect to which it has sole investment discretion and
has the authority to make, and does make the representations,
warranties, indemnities, acknowledgments, undertakings and
agreements contained in this announcement;
21. if it is a financial intermediary, as that term is used in
Article 5 of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable), represents and warrants that the
Placing Shares subscribed for and/or purchased by it in the Placing
will not be subscribed for and/or purchased 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 or in a Member
State (as applicable) in circumstances which may give rise to an
offer to the public other than an offer or resale in the United
Kingdom or in a Member State to UK Qualified Investors or EEA
Qualified Investors, or in circumstances in which the prior consent
of Cavendish has been given to each such proposed offer or
resale;
22. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons prior to
Admission except to persons whose ordinary activities involve them
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in, and which will not
result in, an offer to the public in the United Kingdom,
Switzerland or a Member State;
23. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of 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;
24. represents and warrants that it has complied and will comply
with all applicable provisions of UK MAR with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom or the EEA (as applicable);
25. unless otherwise specifically agreed with Cavendish in
writing, represents and warrants that it is an EEA Qualified
Investor or a UK Qualified Investor;
26. if it is a UK Qualified Investor, represents and warrants
that it is a person: (i) who has professional experience in matters
relating to investments falling within Article 19(1) of the FPO; or
(ii) falling within Article 49(2)(A) to (D) ("High Net Worth
Companies, Unincorporated Associations, etc.") of the FPO; or (iii)
are persons to whom it may otherwise be lawfully communicated;
27. if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the
date of such Placee's agreement to subscribe for and/or purchase
Placing Shares under the Placing and will not be any such person on
the date that such subscription and/or purchase is accepted;
28. is aware of and acknowledges that it is required to comply
with all applicable provisions of FSMA with respect to anything
done by it in, from or otherwise involving, the United Kingdom;
29. represents and warrants that it and any person acting on its
behalf is entitled to subscribe for and/or acquire the Placing
Shares under the laws of all relevant jurisdictions and that it has
all necessary capacity and has obtained all necessary consents and
authorities and taken any other necessary actions to enable it to
commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this announcement) and will honour such obligations;
30. where it is subscribing for and/or acquiring Placing Shares
for one or more managed accounts, represents and warrants that it
is authorised in writing by each managed account: (a) to subscribe
for and/or acquire the Placing Shares for each managed account; (b)
to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this announcement,
of which this announcement forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by Cavendish ;
31. undertakes that it (and any person acting on its behalf)
will make payment to Cavendish for the Placing Shares allocated to
it in accordance with this announcement on the due time and date as
will be notified to it by Cavendish , failing which the relevant
Placing Shares may be placed with other parties or sold as
Cavendish may in its sole discretion determine and without
liability to such Placee and it will remain liable and will
indemnify Cavendish on demand for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty
or stamp duty reserve tax or security transfer tax (together with
any interest or penalties due pursuant to or referred to in these
terms and conditions) which may arise upon the placing or sale of
such Placee's Placing Shares on its behalf;
32. acknowledges that neither Cavendish , nor any of its
affiliates, or any person acting on behalf of Cavendish or any such
affiliate, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be treated for these
purposes as a client of Cavendish and that Cavendish does not have
any 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 representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of their
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
33. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Cavendish nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Cavendish in respect of the same;
34. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter (including non-contractual
matters) arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company and Cavendish 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;
35. acknowledges that time shall be of the essence as regards to
its obligations pursuant to this announcement;
36. agrees that the Company and Cavendish and each of their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Cavendish on
its own behalf and on behalf of the Company and are irrevocable and
are irrevocably authorised to produce this announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
37. agrees to indemnify on an on demand, after-tax basis and
hold, the Company and Cavendish and their respective affiliates
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this announcement
and further agrees that the provisions of this announcement shall
survive after completion of the Placing;
38. acknowledges that no action has been or will be taken by any
of the Company and/or Cavendish or any person acting on behalf of
the Company or Cavendish , that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
39. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for and/or acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and in this sector and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
40. acknowledges that its commitment to subscribe for and/or
purchase Placing Shares on the terms set out herein and in the
trade confirmation or contract note will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing;
41. acknowledges that Cavendish , or any of its affiliates
acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its
own account such shares and may offer or sell such shares other
than in connection with the Placing;
42. represents and warrants that, if it is a pension fund or
investment company, its subscription and/or purchase of Placing
Shares is in full compliance with all applicable laws and
regulation;
43. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including
in these terms and conditions;
44. acknowledges that the allocation of Placing Shares (in
respect of the Placing shall be determined by Cavendish after
consultation with, and the approval of the Company (so far as is
practicable) and Cavendish may scale back any placing commitment on
such basis as it, with the approval of the Company, may determine
(which may not be the same for each Placee);
45. irrevocably appoints any Director and any director or duly
authorised employee or agent of Cavendish to be its agent and on
its behalf (without any obligation or duty to do so), to sign,
execute and deliver any documents and do all acts, matters and
things as may be necessary for, or incidental to, its subscription
for and/or purchase of all or any of the Placing Shares allocated
to it in the event of its own failure to do so;
46. the Company reserves the right to make inquiries of any
holder of the Placing Shares or interests therein at any time as to
such person's status under the US federal securities laws and to
require any such person that has not satisfied the Company that
holding by such person will not violate or require registration
under the US securities laws to transfer such Placing Shares or
interests in accordance with the Articles (as amended from time to
time);
47. if it is acting as a "distributor" (for the purposes of UK
MiFIR Product Governance Requirements):
(1) it acknowledges that the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing Shares
and each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels;
(2) notwithstanding any UK Target Market Assessment undertaken
it confirms that, other than where it is providing an
execution-only service to investors, it has satisfied itself as to
the appropriate knowledge, experience, financial situation, risk
tolerance and objectives and needs of the investors to whom it
plans to distribute the Placing Shares and that it has considered
the compatibility of the risk/reward profile of such Placing Shares
with the end target market; and
(3) it acknowledges that the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom; and
48. the Company and Cavendish will rely upon the truth and
accuracy of the foregoing representations, warranties, undertakings
and acknowledgements. The Placee agrees to indemnify on an on
demand, after-tax basis and hold each of, the Company and Cavendish
, and each of their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of any breach of the representations,
warranties, undertakings, agreements and acknowledgements in this
announcement.
The representations, warranties, acknowledgments and
undertakings contained in this announcement are given to Cavendish
and the Company (as the case may be) and are irrevocable and shall
not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription and/or purchase of a person for whom such
Placee is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to a
subscription and/or purchase by it and/or such person direct from
the Company for the Placing Shares in question. Such agreement
assumes that the Placing Shares are not being subscribed for and/or
acquired in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance
service. If there are any such arrangements, or the settlement
relates to any other subsequent dealing in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor Cavendish will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person
for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an on demand, after-tax basis and to
hold harmless the Company and Cavendish in the event that either
the Company or Cavendish has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Cavendish
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription and/or purchase
by them of any Placing Shares or the agreement by them to subscribe
for and/or purchase any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Cavendish does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Cavendish , any money held in an account with
Cavendish on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules. As a
consequence, this money will not be segregated from the Cavendish
's money in accordance with the client money rules and will be used
by Cavendish in the course of its own business and the Placee will
rank only as a general creditor of Cavendish .
All times and dates in this announcement may be subject to
amendment. Cavendish shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Supply and disclosure of information
If Cavendish or the Company or any of their agents request any
information about a Placee's agreement to subscribe for and/or
acquire Placing Shares under the Placing, such Placee must promptly
disclose it to them and ensure that such information is complete
and accurate in all respects.
Data protection
Each Placee acknowledges that it has been informed that,
pursuant to the General Data Protection Regulation ("GDPR") the
Company and/or the Registrar will, hold personal data (as defined
in GDPR) relating to past and present Shareholders. Personal data
will be retained on record for a period exceeding seven years after
it is no longer used (subject to any limitations on retention
periods set out in applicable law). The Registrar will process such
personal data at all times in compliance with GDPR and shall only
process for the purposes set out in the Company's privacy notice
(the "Purposes") which is available for consultation on the
Company's website https://rualifesciences.com (the "Privacy
Notice") which include to:
(a) process its personal data to the extent and in such manner
as is necessary for the performance of its obligations under its
respective service contracts, including as required by or in
connection with the Placee's holding of Placing Shares, including
processing personal data in connection with credit and anti-money
laundering checks on it;
(b) communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Placing
Shares;
(c) comply with the legal and regulatory obligations of the Company and/or the Registrar; and
(d) process its personal data for the Registrar's internal administration.
Where necessary to fulfil the Purposes, the Company will
disclose personal data to:
(a) third parties located outside of the United Kingdom if
necessary for the Registrar to perform its functions, or when it is
within its legitimate interests, and in particular in connection
with the holding of Placing Shares; or
(b) its affiliates, the Registrar and their respective
associates, some of which may be located outside the United
Kingdom.
Any sharing of personal data between parties will be carried out
in compliance with the GDPR and as set out in the Privacy
Notice.
Becoming registered as a holder of Placing Shares, a person
becomes a data subject (as defined under GDPR). In providing the
Registrar with information, the Placee hereby represents and
warrants to the Company and the Registrar that: (i) it complies in
all material aspects with its data controller obligations under
GDPR, and in particular, it has notified any data subject of the
Purposes for which personal data will be used and by which parties
it will be used and it has provided a copy of the Privacy Notice;
and (ii) where consent is legally competent and/or required under
GDPR the Placee has obtained the consent of any data subject to the
Company, the Registrar and their respective affiliates and group
companies, holding and using their personal data for the Purposes
(including the explicit consent of the data subjects for the
processing of any sensitive personal data for the Purposes).
Each Placee acknowledges that by submitting personal data to the
Registrar (acting for and on behalf of the Company) where the
Placee is a natural person he or she has read and understood the
terms of the Privacy Notice.
Each Placee acknowledges that by submitting personal data to the
Registrar (acting for and on behalf of the Company) where the
Placee is not a natural person it represents and warrants that:
(a) it has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Placee may
act or whose personal data will be disclosed to the Company as a
result of the Placee agreeing to subscribe for and/or purchase
Placing Shares; and
(b) the Placee has complied in all other respects with all
applicable data protection legislation in respect of disclosure and
provision of personal data to the Company.
Where the Placee acts for or on account of an underlying data
subject or otherwise discloses the personal data of an underlying
data subject, he/she/it shall, in respect of the personal data it
processes in relation to or arising in relation to the Placing:
(a) comply with all applicable data protection legislation;
(b) take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data
and against accidental loss or destruction of, or damage to the
personal data;
(c) if required, agree with the Company and the Registrar, the
responsibilities of each such entity as regards relevant data
subjects' rights and notice requirements; and
(d) immediately on demand, fully indemnify each of the Company
and the Registrar and keep them fully and effectively indemnified
against all costs, demands, claims, expenses (including legal costs
and disbursements on a full indemnity basis), losses (including
indirect losses and loss of profits, business and reputation),
actions, proceedings and liabilities of whatsoever nature arising
from or incurred by the Company and/or the Registrar in connection
with any failure by the Placee to comply with the provisions set
out above.
Miscellaneous
The rights and remedies of Cavendish and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
On application, if a Placee is an individual, that Placee may be
asked to disclose in writing or orally his nationality. If a Placee
is a discretionary fund manager, that Placee may be asked to
disclose in writing or orally the jurisdiction in which its funds
are managed or owned. All documents provided in connection with the
Placing will be sent at the Placee's risk. They may be sent by post
to such Placee at an address notified by such Placee to Cavendish
.
Each Placee agrees to be bound by the articles of association of
the Company (as amended from time to time) once the Placing Shares
which the Placee has agreed to subscribe for and/or acquire
pursuant to the Placing have been acquired by the Placee. The
contract to subscribe for and/or acquire Placing Shares under the
Placing and the appointments and authorities mentioned in this
announcement will be governed by, and construed in accordance with,
the laws of England and Wales. For the exclusive benefit of
Cavendish and the Company, each Placee irrevocably submits to the
jurisdiction of the courts of England and Wales and waives any
objection to proceedings in any such court on the ground of venue
or on the ground that proceedings have been brought in an
inconvenient forum. This does not prevent an action being taken
against a Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for and/or acquire
Placing Shares under the Placing, references to a Placee in these
terms and conditions are to each of the Placees who are a party to
that joint agreement and their liability is joint and several.
Cavendish and the Company expressly reserve the right to modify
the Placing (including, without limitation, its timetable and
settlement) at any time before allocations are determined. The
Placing is subject to the satisfaction of the conditions contained
in the Placing Agreement and to the Placing Agreement not having
been terminated.
APPIX II
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
Act the Companies Act 2006 (as amended)
Admission the admission of the New Ordinary
Shares to trading on AIM becoming
effective in accordance with
Rule 6 of the AIM Rules for
Companies
affiliate or affiliates an affiliate of, or person affiliated
with, a person; a person that,
directly or indirectly, or indirectly
through one or more intermediaries,
controls or is controlled by,
or is under common control with,
the person specified
AIM AIM, a market operated by the
London Stock Exchange
AIM Rules the AIM rules for companies
published by the London Stock
Exchange from time to time
Articles the articles of association
of the Company as in force as
at the date of this announcement
Board the Directors as at the date
of this announcement
Bookbuild means the platform operated
by BB Technology Limited and
known as BookBuild which will
host the Retail Offer;
Business Day any day on which the London
Stock Exchange is open for business
and banks are open for business
in London, excluding Saturdays
and Sundays
Cavendish means Cavendish Capital Markets
Limited, registered in England
and Wales with company number
06198898 and having its registered
office at 1 Bartholomew Close,
London, England, EC1A 7BL
certificated or in certificated an Ordinary Share which is not
form in uncertificated form (that
is, not in CREST)
Circular the circular to shareholders
to be published by the Company
on or around 1 December 2023
Closing Price
the closing middle market quotation
of an Ordinary Share
Company or RUA RUA Life Sciences plc
CREST the relevant system (as defined
in the CREST Regulations) for
paperless settlement of share
transfers and holding shares
in uncertificated form which
is administered by Euroclear
CREST Regulations the Uncertificated Securities
Regulations 2001 (S.I. 2001
No. 3755) (as amended)
Directors or Board the directors of the Company
as at the date of this announcement,
Directors' Intended Subscription the intention of certain Directors
to subscribe for an additional
minimum of GBP80,000 when the
company is out of a close period
under the Market Abuse Regulation;
EEA European Economic Area
Enlarged Share Capital together, the Existing Ordinary
Shares and the New Ordinary
Shares
Existing Ordinary Shares the 22,184,798 Ordinary Shares
in issue on the date of this
Announcement
Euroclear Euroclear UK & International
Limited, a company incorporated
under the laws of England and
Wales
EUWA the European Union (Withdrawal)
Act 2018 (as amended)
FCA the Financial Conduct Authority
Form of Proxy the form of proxy for use in
connection with the General
Meeting which will accompany
the Circular
Fundraising the Placing, the Retail Offer
and the Subscriptions
FSMA the Financial Services and Markets
Act 2000 (as amended)
General Meeting the general meeting of the Company
to be held at 11.00 a.m. on
18 December 2023 at 2 Drummond
Crescent Irvine Ayrshire Scotland
UK, KA11 5AN, the Notice of
which is to be set out in the
Circular
Group together, the Company and its
subsidiary undertakings
Intermediaries means an individual, company
or other entity that manages
and executes the buying and
selling of securities on behalf
of Retail Investors
ISIN International Securities Identification
Number
Issue Price 11 pence
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the Placing Shares, the Retail
Shares and the Subscription
Shares
Notice of General Meeting the notice convening the General
Meeting which will form part
of the Circular;
Official List the Official List of the FCA
Ordinary Shares ordinary shares of GBP0.05 each
in the capital of the Company
Placees persons who have agreed to subscribe
for Placing Shares under the
Placing;
Placing the conditional placing of the
Placing Shares by Cavendish
at the Issue Price pursuant
to the Placing Agreement
Placing Agreement the agreement dated the same
date as this announcement made
between the Company and Cavendish
relating to the Placing
Placing Shares up to 36,363,636 new Ordinary
Shares to be issued by the Company
pursuant to the Placing
Prospectus Regulation Prospectus Regulation (EU) 2017/1129
Regulation S Regulation S promulgated under
the Securities Act
Resolutions the resolutions to be proposed
at the General Meeting
Restricted Jurisdictions the United States, Canada, Australia,
Japan, New Zealand and the Republic
of South Africa or any other
jurisdiction where the extension
or availability of the Fundraising
would breach any applicable
law
Retail Investors means investors in the usual
type of an Intermediary's client
base, which may include individuals
aged 18 years or over, companies
and other bodies corporate,
partnerships, trusts, associations
and other unincorporated organisations
Retail Offer means the offer of the Retail
Shares, through Intermediaries,
to Retail Investors in the United
Kingdom,
Retail Shares up to 6,818,181 new Ordinary
Shares to be issued by the Company
pursuant to the Retail Offer
Shareholder a holder of Ordinary Shares
Subscribers persons who it is proposed will
subscribe for the Subscription
Shares pursuant to the Directors'
Intended Subscription
Subscription means the conditional subscription
for the Subscription Shares
by the Subscribers at the Issue
Price on the terms and subject
to the conditions to be contained
in the Subscription Agreements;
Subscription Agreements means the subscription agreements
to be entered into between the
Company and the Subscribers
Subscription Shares means the 727,272 new Ordinary
Shares proposed to be issued
by the Company to the Subscribers;
UK Prospectus Regulation the UK version of the Prospectus
Regulation as it forms part
of EU retained law by virtue
of the EUWA
uncertificated or in uncertificated recorded on a register of securities
form maintained by Euroclear in accordance
with the CREST Regulations as
being in uncertificated form
in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST
US Securities Act
the United States Securities
Act of 1993, as amended
References to a "company" in this announcement shall be
construed so as to include any company, corporation or other body
corporate, wherever and however incorporated or established.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
For the purpose of this announcement, "subsidiary" and
"subsidiary undertaking" have the meanings given by the Companies
Act 2006.
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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RNS may use your IP address to confirm compliance with the terms
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOENKKBQOBDDFDN
(END) Dow Jones Newswires
November 30, 2023 12:50 ET (17:50 GMT)
Rua Life Sciences (LSE:RUA)
過去 株価チャート
から 4 2024 まで 5 2024
Rua Life Sciences (LSE:RUA)
過去 株価チャート
から 5 2023 まで 5 2024