Posting of Circular

RNS Number : 6906J

NetScientific PLC

03 April 2018

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT

THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED

FOR IMMEDIATE RELEASE

3 April 2018

NetScientific plc

Posting of Circular

and

Receipt of Irrevocable Undertakings

On 29 March 2018, NetScientific plc (AIM:NSCI) (the "Company"), the transatlantic healthcare IP commercialisation group, announced a conditional Placing and Subscription to raise £5.0 million (before expenses) and an Additional Fundraising targeted to raise up to approximately £1.0 million (before expenses) (together, the Placing, the Subscription and the Additional Fundraising, the "Proposals").

Posting of Circular and Form of Proxy and timetable update

The Company is pleased to confirm that a circular setting out (amongst other things) further details on the Proposals, the proposed waiver of Rule 9 of the Takeover Code, the Resolutions to be proposed at the General Meeting and the Notice of General Meeting (the "Circular") and an accompanying Form of Proxy were posted to Shareholders on 29 March 2018.

The Company, therefore, can now confirm the timetable as outlined in the announcement dated 29 March 2018 and the Circular, which is reproduced below.  The General Meeting of the Company will be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2AG on Monday 16 April 2018 at 10.00 a.m. for the purpose of passing the Resolutions in order that the Proposals may proceed.

TIMETABLE OF PRINCIPAL EVENTS

Additional Fundraising Close	8.00 a.m. on Wednesday 11 April 2018
Latest time and date for receipt of completed Forms of Proxy or CREST Proxy Instructions (as applicable) to be valid at the General Meeting	10.00 a.m. on Thursday 12 April 2018
General Meeting	10.00 a.m. on Monday 16 April 2018
Admission and commencement of dealings in the New Ordinary Shares	8.00 a.m. on Tuesday 17 April 2018
New Ordinary Shares credited to CREST members' accounts (where applicable)	Tuesday 17 April 2018
Despatch of definitive share certificates for the New Ordinary Shares in certificated form (where applicable)	within 10 days of Admission

1.                   Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the Resolutions to be proposed at the General Meeting.

2.                   All references are to London time unless stated otherwise.

Irrevocable Undertakings

In addition, the Company is pleased to announce that, today, it has received irrevocable undertakings to vote in favour of the Resolutions to be proposed at the General Meeting (including the Whitewash Resolution) in respect of a total of 10,389,520 Ordinary Shares (being Independent Shares), representing, in aggregate, approximately (i) 15.05 per cent. of the Ordinary Shares in issue and (ii) 59.37 per cent. of the Independent Shares in issue at the Last Practicable Date.  Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in Appendix I to this announcement.

For more information, please contact:

NetScientific plc  François R. Martelet, M.D., CEO  Ian Postlethwaite, CFO Legal identification number: 213800N5WD46G1Y7I458	Tel: [phone]
Consilium Strategic Communications  Mary-Jane Elliott/Jessica Hodgson  Chris Welsh/Laura Thornton	Tel: [phone] [e-mail]
Stifel Nicolaus Europe Limited (NOMAD and Bookrunner) Jonathan Senior/David Arch/Ben Maddison	Tel: [phone]
Liberum Capital Limited (Placing Agent) David Parsons/Christopher Britton/Bidhi Bhoma/Euan Brown	Tel: [phone]

Important Notices

Terms not otherwise defined in this announcement shall have the meanings given in the announcement by the Company on 29 March 2018.

This announcement is issued by and is the sole responsibility of the Company.

This announcement (including the appendix) and the information contained herein is restricted and not for release, publication or distribution in whole or in part in, into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy, New Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation. In particular, this announcement must not be taken, transmitted, distributed or sent, directly or indirectly, in or into, the United States, Canada, Australia, Japan or the Republic of South Africa, to any national, resident or citizen of such countries or to a US person.

The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, a US person absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no offering of New Ordinary Shares in the United States.

The Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of that act. No offer, purchase, sale or transfer of the Ordinary Shares may be made except in circumstances which will not result in the Company being required to register as an investment company under the Investment Company Act.

The New Ordinary Shares will only be available to qualified investors for the purposes of the Prospectus Rules or otherwise in circumstances not resulting in an offer of transferable securities to the public under section 102B of FSMA. The Proposals do not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and accordingly this announcement does not constitute a prospectus for the purposes of the Prospectus Rules and has not been pre-approved by the FCA pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body. In addition this announcement does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.

This announcement does not constitute an issue prospectus within the meaning of, nor have they been prepared without regard to, the disclosure standards for issue prospectuses under article 652a or article 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under article 27 ff. of the listing rules of the SIX Swiss Exchange Ltd or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

The New Ordinary Shares will not be listed on the SIX Swiss Exchange Ltd. or on any other stock exchange or regulated trading facility in Switzerland. The New Ordinary Shares may only be distributed to qualified investors in accordance with the Swiss Federal Act on Collective Investment Schemes and its implementing ordinances and the applicable guidelines of the Swiss Financial Market Supervisory Authority ("FINMA") and will not be distributed to non-qualified investors in or from Switzerland. Neither this announcement nor any other materials relating to the Company will be made available to non-qualified investors for distribution in or from Switzerland.

Neither this announcement, nor any other offering or marketing material relating to the Placing and the Subscription, nor the Company nor the New Ordinary Shares have been or will be filed with, registered or approved by FINMA or any other Swiss regulatory authority. In particular, the Company has not been authorised, and will not seek authorisation from FINMA for distribution to non-qualified investors in or from Switzerland.

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 the Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, and the Placing Shares have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Proposals. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel and Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or 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.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy New Ordinary Shares in accordance with the Proposals must be made solely on the basis of publicly available information, which has not been independently verified.

This announcement contains (or may contain) certain forward-looking statements with respect to the Company and certain of its goals and expectations relating to its future financial condition and performance which involve a number of risks and uncertainties. No forward-looking statement is a guarantee of future performance and actual results could differ materially from those contained in any forward-looking statements. Such forward-looking statements may use words such as "aim", "anticipate", "target", "expect", "estimate", "plan", "goal", "believe", "will", "may", "should", and other words having a similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of changes in interest rates and foreign exchange rates, changes in legislation, changes in consumer habits and other factors outside the control of the Company, that may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements contained in this announcement are based upon information available to the Directors at the date of this announcement and the posting or receipt of the document does not give rise to any implication that there has been no change in the facts set out herein since that date.

Any indication in this announcement of the price at which the Ordinary Shares have been subscribed for, or bought or sold, in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The New Ordinary Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the New Ordinary Shares.

The Existing Ordinary Shares are currently admitted to trading on AIM.  Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM.  It is expected, subject to matters including the passing of the Resolutions at the General Meeting, that Admission will become effective, and dealings for normal settlement in the New Ordinary Shares will commence, at 8.00 a.m. on Tuesday 17 April 2018.  The New Ordinary Shares will not be admitted to trading on any other investment exchange.  The New Ordinary Shares will, on their admission, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies.  AIM securities are not admitted to the Official List of the United Kingdom Listing Authority (being the FCA acting as competent authority for the purposes of Part V of FSMA) ("UKLA").  A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.  Neither the London Stock Exchange nor the UKLA has examined or approved the contents of this announcement.  The AIM Rules for Companies are less demanding than those of the Official List of the UKLA.  It is emphasised that no application is being made for admission of the Existing Ordinary Shares or the New Ordinary Shares to the Official List of the UKLA.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Proposals. 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. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

A copy of this announcement, the Circular and the irrevocable undertakings referred to in this announcement will be available on the Company's website at www.netscientific.net. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Stifel Nicolaus Europe Limited ("Stifel") is authorised and regulated by the FCA in the United Kingdom and is acting exclusively as nominated adviser and bookrunner to the Company (for the purposes of the AIM Rules for Companies) and no one else in connection with Admission, the Placing (and any Additional Fundraising Shares placed through it) and the matters set out in this announcement. Stifel will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Stifel nor for providing advice in relation to the transactions and arrangements detailed in this announcement for which the Company and the Directors are solely responsible and, without limiting the statutory rights of any recipient of this announcement, no liability is accepted by Stifel for the accuracy of any information or opinions contained in this announcement or for omissions of any material information for which it is not responsible. Stifel is not making any representation or warranty, express or implied, as to the contents of this announcement. The responsibilities of Stifel as the Company's nominated adviser and bookrunner solely for the purposes of the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any Director or to any other person in respect of his decision to invest in the Company in reliance on any parts of this announcement.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no other person in connection with the Placing (and any Additional Fundraising Shares placed through it) as a placing agent. Liberum will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Liberum nor for providing advice in relation to the transactions and arrangements detailed in this announcement for which the Company and the Directors are solely responsible and, without limiting the statutory rights of any person to whom this announcement is issued, no liability is accepted by Liberum for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible. Liberum is not making any representation or warranty, express or implied, as to the contents of this announcement.

APPENDIX I - IRREVOCABLE UNDERTAKINGS

Certain trustees who hold Ordinary Shares on behalf of Independent Shareholders have given irrevocable undertakings to vote in favour of the Resolutions (including the Whitewash Resolution) to be proposed at the General Meeting in respect of their entire registered holdings of Ordinary Shares (as set out below), representing, in aggregate, approximately (i) 15.05 per cent. of the Ordinary Shares in issue and (ii) 59.37 per cent. of the Independent Shares in issue at the Last Practicable Date:

Registered owner	Beneficial owner	Number of Ordinary Shares	Percentage of the Ordinary Shares in issue on at the Last Practicable Date*
Cyrus Holdings Limited	Zedra Trust Company (Jersey) Limited as Trustee of the Mansfield Abbey Trust	1,230,453	1.78%
White Mustard Investments Limited	Zedra Trust Company (Jersey) Limited as Trustee of the Mehdi Trust	3,180,000	4.61%
Zahra Holdings Limited	Zedra Trust Company (Jersey) Limited as Trustee of the Mansfield Abbey Trust	5,979,067	8.66%

*Rounded to 2 decimal places

The irrevocable undertakings from Cyrus Holdings Limited, White Mustard Investments Limited and Zahra Holdings Limited (the "Trusts") will each lapse and cease to have effect to the extent not already undertaken and without prejudice to any liability for antecedent breach on 31 May 2018 or such later date as may be agreed in writing by the Trusts, the Company, Stifel and Liberum but otherwise shall be irrevocable until such time as the Proposed Transactions (as defined in each irrevocable undertaking) cease to be capable of acceptance.

The irrevocable undertakings and any obligations of whatsoever nature contained in the irrevocable undertakings are conditional upon the trustees of the Trusts having at all time the power to exercise, or to refrain from exercising, the rights attaching to the Ordinary Shares, if the fiduciary duties of the trustees in their capacity as trustees of the Trusts so require.

 

END

 

 

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