Equity Placing

RNS Number : 3183Z

MyCelx Technologies Corporation

10 December 2014

 



Not for release, publication or distribution directly or indirectly, in whole or in part, in or into or from the United States of America, its territories and possessions, any state of the United States, and the District of Columbia (collectively, the "United States"), Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This press release does not constitute or form a part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in MYCELX Technologies Corporation ("MYCELX" or the "Company").

THE COMPANY'S COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR ANY STATE SECURITIES LAWS (THE "STATE ACTS") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER THE US SECURITIES ACT AND ANY APPLICABLE STATE ACTS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND ANY APPLICABLE STATE ACTS IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE COMPANY'S COMMON SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT.

MYCELX Technologies Corporation

("MYCELX" or the "Company") (AIM: MYX)

10 December 2014

Equity Placing

MYCELX Technologies Corporation (AIM: MYX), the clean water technology and engineering company providing patented solutions for commercial industrial markets worldwide, today announces a placing of 4,826,296 new shares of common stock of US$0.025 par value each (the "UK Placing Shares") with UK institutional investors at a price of 150 pence per new share (the "Placing Price") raising £7.2m (approximately £6.9m net of expenses) (the "UK Placing").

The UK Placing is being conducted separately from the private placement being conducted in the United States in accordance with Regulation D under the US Securities Act of 1933, as amended, which was announced on 2 December 2014 (the "US Placing", and, together with the UK Placing, the "Placings"). In no event will the information contained in this announcement constitute an offer to sell, or a solicitation of an offer to buy, any of the Placing Shares (as defined below), or any of the Company's shares of common stock of US$0.025 par value ("Common Shares"), in the UK Placing or the US Placing.

The Placings follow the increasing use of the Company's technology in projects of larger scale which has been complemented by opportunities in MYCELX's pipeline, involving some of the oil and gas industry's largest names. As a result, the Company remains confident about future prospects and has moved to address these opportunities via the Placings.

The proceeds of the Placings will be used to fund investment in the fast-to-market lease fleet, to strengthen the balance sheet and for general working capital purposes. The Company sees clear operational advantages of an expanded lease equipment inventory. This allows the Company to mobilise three standard-sized systems for quick response, enabling the Company to accelerate the conversion of opportunities in key geographic regions.

This will also enable the Company to participate in more trials, thereby eliminating the need to prioritise trial opportunities and allowing forward deployment of lease equipment in multiple locations (e.g. Houston, MENA, Canada and India).               

Connie Mixon, CEO of MYCELX, commented:

"We are delighted to complete the UK Placing successfully. There are real opportunities of scale available to MYCELX in both the short and medium term and these funds will allow us to continue to drive growth and invest in our fast-to-market lease program."

Summary of the UK Placing

The UK Placing Price represents a discount of approximately 21% to the middle market price of 190 pence per Common Share trading under the TIDM "MYX" at the close of business on 9 December 2014, being the latest practicable date prior to the date of this Announcement. The UK Placing Shares will be placed by Numis, as agent for the Company and pursuant to the Placing Agreement, with UK institutional investors. The Placing is not underwritten.

The Placing Shares will, on admission, rank pari passu in all respects with the existing Common Shares and will have the right to receive all dividends and other distributions thereafter declared, made or paid in respect of the issued Common Shares.

The Placing Agreement contains warranties from the Company in favour of Numis in relation to (amongst other things) the Company and its business. In addition, the Company has agreed to indemnify Numis in relation to certain liabilities which it may incur in undertaking the Placing. Numis has the right to terminate the Placing Agreement in certain circumstances prior to Admission. In particular, Numis may terminate the Placing Agreement in the event that there has been a material breach of any of the warranties or for force majeure.

Impact of the UK Placing on the US Placing

The UK Placing Price also represents a discount of 105 pence to the base price of US$4.00 per new Common Share under the US Placing (based on the closing sterling/US dollar exchange rate published by Bloomberg on 9 December, being the latest practicable date prior to this Announcement). As announced on 2 December 2014: (i) the Company has agreed to refund to subscribers in the US Placing the difference between the base price of US$4.00 per new Common Share and the lesser gross price per Common Share paid by other subscribers for Common Shares; and (ii) the Directors have agreed to apply the full amount of such refund to purchase additional Common Shares at that lesser price, so that the monetary proceeds received by the Company from each Director from the sale of Common Shares in the US Placing remains constant. The US Placing remains open until 31 December subject to the $2 million limit and other terms announced on 2 December 2014.

On this basis, the Company announces that the revised participation of the Directors in Common Shares under the US Placing, and the Directors' interests in Common Shares, is as follows:

Director	Aggregate value of Common Shares to be acquired under the US Placing (US$)	Number of Common Shares initially acquired under the US Placing as announced on 2 December 2014	Number of additional Common Shares acquired under the US Placing as a result of the US placing price adjustment	Total number of Common Shares acquired under the US Placing	Resulting holding of Common Shares as % of enlarged issued share capital
T Eggar	$120,000	30,000	21,063	51,063	0.43%
C Mixon	$110,000	27,500	19,308	46,808	5.29%
H Alper	$50,000	12,500	8,776	21,276	6.80%
M Clark	$100,000	25,000	17,553	42,553	0.26%
B Rochester	$130,000	32,500	22,819	55,319	1.03%
S Griffith	$240,000	60,000	42,127	102,127	0.55%

As a result of the subscriptions received to date under the US Placing announced on 2 December 2014, the Company is currently required to issue an aggregate of 468,773 new Common Shares under the US Placing, for aggregate subscription proceeds of $1,101,617.

The US Placing will remain open until 31 December 2014, on the terms set out in the announcement of 2 December 2014, and a further announcement regarding the US Placing will be made in due course.

Application for Admission

Application has been made to the London Stock Exchange (the "Exchange") for the UK Placing Shares and the new Common Shares issued to-date under the US Placing (the "US Placing Shares" and together with the UK Placing Shares, the "Placing Shares") to be admitted to trading on AIM. It is expected that admission of the Placing Shares to trading on AIM ("Admission") will become effective, and dealings in the Placing Shares will commence on AIM, at 8.00am on 17 December 2014.

In the event that between completion of the UK Placing and 31 December 2014 (inclusive) the Company issues new Common Shares under the US Placing, an additional application will be made to the Exchange for the admission of these additional new Common Shares to trading on AIM and a further announcement will be made at that time. The new Common Shares will, when issued, rank pari passu with the existing Common Shares.

On Admission, the Company will have in issue a total of 18,552,803 Common Shares.

Recent European Regulatory Developments

The Council of the European Union adopted Regulation 909/2014 (the "CSD Regulation"), which will impact the settlement of securities traded on the Exchange, on 23 July 2014. The CSD Regulation requires in part that, where transactions in transferable securities take place on a trading venue, the relevant securities should be recorded in book entry form in a central securities depository on or before the intended settlement date (unless already so recorded).

This requirement applies irrespective of whether the security is currently eligible for electronic settlement or not and applies to all transactions executed under the rules of the Exchange. On 18 September 2014, the Exchange published a market notice indicating that it intended to amend its rules which would become effective on 5 January 2015 in order to ensure that all securities traded on the Exchange settle electronically in book entry form.  On 27 November 2014, the Exchange published a further market notice indicating that the commencement date for compliance with the requirement noted above for transactions in 'Regulation S, Category 3' securities, such as the Common Shares to be issued in the US Placing and the UK Placing, will be deferred until 1 June 2015.

Investors participating in either the US Placing or the UK Placing will receive shares in certificated form to facilitate the inclusion of required restrictive legends which cannot currently be applied to securities recorded in book entry form in the UK. The Exchange intends to continue to work with issuers and other market participants to provide a mechanism to facilitate the application of such restrictive legends to securities in book entry form on or prior to the revised 1 June 2015 deadline.

However, as of the date of this announcement, a mechanism has not yet been established, and there is a possibility that, if no mechanism is implemented by 1 June 2015, AIM may require that shares of common stock in the Company held in certificated form (such as the Common Shares to be issued in the US Placing and the UK Placing) be suspended from trading. Following the expiration of the one year Regulation S distribution compliance period, the Common Shares held in certificated form should, at each holder's option, and subject to such holder providing the Company's registrars with certain certifications and documentation, be eligible for conversion to book-entry format, which book-entry shares would be eligible for trading on AIM with settlement in CREST.

During any period of suspension as referred to above, the Company would remain quoted, as its line of stock represented by depositary interests would continue to be listed and traded on AIM. In addition, during such period of suspension, transactions in certificated Placing Shares may be negotiated and settled privately, provided they are reported to AIM.

<ends>

For further information please contact:

MYCELX Technologies Corporation           

Connie Mixon, CEO

Mark Clark, CFO                                                  [phone]

Numis Securities Limited

Corporate Finance 

Stuart Skinner

Nathaniel Janks                                                   [phone]

Corporate Broking

James Black

Ben Stoop                                                             [phone]

Bell Pottinger                                                     

Nick Lambert

Henry Lerwill                                                       [phone]

 TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

This Announcement and the information in it, is restricted, and, subject to certain exceptions, is not for publication, release or distribution, directly or indirectly, in whole or in part, in, into or from the United States (as defined in Regulation S under the Securities Act (the "United States")), Canada, Australia, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction in which such publication or distribution would be unlawful.

Members of the public are not eligible to take part in the placing.  This appendix and the terms and conditions set out herein are for information purposes only and are directed only at: (a) persons in Member States of the European Economic Area who are qualified investors as defined in section 86(7) of FSMA ("qualified investors"), being persons falling within the meaning of article 2(1)(e) of the Prospectus Directive; (b) in the United Kingdom, qualified investors who are persons who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This appendix 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 relates is available only to relevant persons and will be engaged in only with relevant persons.

This Announcement is for information purposes only and does not itself constitute an offer for sale or subscription of any securities in the company. This Announcement has been issued by and is the sole responsibility of the company.

The Placing Shares have not been, and will not be, registered under the Securities Act, or under any other securities legislation of any state or other jurisdiction of the United States. Accordingly, the Placing Shares may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("US Persons")), unless the Placing Shares are registered under the Securities Act and all other applicable securities legislation of any state or other jurisdiction of the United States, or an exemption from such registration requirements is available. Hedging transactions involving the Placing Shares may not be conducted unless in compliance with the Securities Act.

This Announcement is not an offer of or a solicitation to purchase or subscribe for Placing Shares in the United States. Persons receiving the Announcement must not distribute, mail or send it in, into or from the United States, or use the United States mails, directly or indirectly, in connection with the Placing, and by doing so may invalidate any related purported application for the Placing Shares. Neither the United States Securities and Exchange Commission nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of an investment in the Placing Shares or passed upon or endorsed the merits of the Placing or the accuracy or adequacy of the contents of the Announcement or this document. Any representation to the contrary is a criminal offence in the United States. No money, securities or other consideration from any person or entity inside the United States is being solicited and, if sent in response to the information contained in the Announcement, will not be accepted.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in Placing Shares.

1.         INTRODUCTION

These terms and conditions apply to Placees agreeing to acquire shares of common stock of Mycelx Technologies Corporation, a Georgia corporation, in the Placing. Each person to whom these terms and conditions apply, as described above, who confirms his agreement to Numis to acquire Placing Shares under the Placing hereby agrees with Numis and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued to Placees under the Placing. A Placee shall, without limitation, become so bound if Numis confirms to such Placee (by telephone, on a recorded line or otherwise, or by way of contract note) the Placing Price and its allocation of Placing Shares under the Placing.

Upon being notified of the Placing Price and its allocation of Placing Shares in the Placing, a Placee shall, subject to these terms and conditions, be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.

The Company and Numis will enter into a Placing Agreement setting out the terms on which Numis has agreed to act as agent for the Company in using its reasonable endeavours to procure Placees to participate in the Placing.

2.         AGREEMENT TO ACQUIRE PLACING SHARES

Conditional on Admission occurring and becoming effective by 8.00 a.m. (London time) on 17 December 2014 (or such later time or date (being not later than 3.00 p.m. (London time) on 18 December 2014) as the Company and Numis may agree) and on the Placing Agreement not previously having been terminated in accordance with its terms, a Placee agrees to acquire Placing Shares at the Placing Price. The number of Placing Shares acquired by such Placee under the Placing shall be in accordance with the arrangements described above. The Placing Shares will, when issued, be subject to the Company's bylaws, be credited as fully paid and will rank pari passu in all respects with the Company's shares of common stock then in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares of common stock after the date of Admission.

3.         PAYMENT FOR PLACING SHARES

Each Placee undertakes to pay the Placing Price for the Placing Shares acquired by such Placee in such manner as shall be directed by Numis. In the event of any failure by a Placee to pay as so directed by Numis, the relevant Placee shall be deemed hereby to have appointed Numis or any nominee of Numis to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as so directed and to have agreed to indemnify on demand Numis in respect of any liability for UK stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.

4.         REPRESENTATIONS AND WARRANTIES

By receiving this document, each Placee and, to the extent applicable, any person confirming his agreement to acquire Placing Shares on behalf of a Placee or authorising Numis to notify a Placee's name to the Company's registrars, Capita Registrars Limited (the "Registrars"), is deemed to acknowledge, agree, certify, undertake, represent and warrant to each of Numis, the Registrars and the Company that:

4.1        the Placee has read this document in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in this document, the Placing Agreement and the Articles of Incorporation of the Company (the "Articles"). Such Placee agrees that these terms and conditions and the contract note issued by Numis to such Placee represent the whole and only agreement between the Placee, Numis and the Company in relation to the Placee's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that none of the Company, Numis nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

4.2        other than the presentation slides made available to Placees in connection with the Placing, neither Numis nor the Company nor any of their respective affiliates nor any person acting on behalf of any of them has provided, nor will provide the Placee with any material regarding the Placing Shares or the Company other than the information contained in this Announcement; nor has the Placee requested Numis or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any additional information;

4.3        if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK) on the date of such Placee's agreement to acquire Placing Shares under the Placing and will not be any such person on the date any such offer is accepted;

4.4        neither Numis nor any person affiliated with Numis or acting on its behalf is responsible for or shall have any liability for any information, representation or statement contained in any information published or previously published by or on behalf of the Company (including any presentation slides made available to the Placee in connection with the Placing) and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement so published or otherwise;

4.5        the Placee has not relied on Numis or any person affiliated with Numis in connection with any investigation of the accuracy of any information made available to it or its investment decision;

4.6        save in the event of fraud on its part (and to the extent permitted by the rules of the FCA) neither Numis nor any of its directors or employees shall be liable to a Placee for any matter arising out of the role of Numis as the Company's broker or otherwise, and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against Numis and any of its directors and employees which a Placee may have in respect thereof;

4.7        the Placee has complied with all applicable laws and such Placee will not infringe any applicable law as a result of such Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Placee's rights and obligations under the Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;

4.8        all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (i) to enable the Placee to lawfully enter into, exercise its rights and perform and comply with its obligations to acquire the Placing Shares under the Placing and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Placee's entry into, exercise of its rights and/or performance under, or compliance with its obligations under, the Placing does not and will not violate (a) its constitutive documents or (b) any agreement to which the Placee is a party or which is binding on the Placee or its assets;

4.9        the Placee understands that no action has been or will be taken in any jurisdiction by the Company or Numis or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this document, in any country or jurisdiction where action for that purpose is required; and that such Placee is (i) a qualified investor; or (ii) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws; or (iii) in the case of any Placing Shares acquired by a Placee as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, either:

4.9.1     the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any Member State of the European Economic Area that has adopted the Prospectus Directive (a "Relevant Member State") other than qualified investors, or in circumstances in which the prior consent of Numis has been given to the placing or resale; or

4.9.2     where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investor, the placing of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

4.10      the Placee invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares;

4.11      the Placee has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such business, financial and other information concerning the Company and the Placing Shares as the Placee deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Placee has concluded that an investment in the Placing Shares is suitable for it or, where the Placee is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;

4.12      the Placee or, where the Placee is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;

4.13      there may be adverse consequences to the Placee under relevant tax laws resulting from an investment in the Placing Shares and the Placee has made such investigation and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;

4.14      the Placee (i) certifies that it is not (a) located in the United States, (b) a US Person or (c) a resident of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa, (ii) acknowledges that the Placing Shares have not been and will not be registered, nor will a prospectus be prepared in respect of the Placing Shares, under the Securities Act, any securities legislation of any state or any other jurisdiction of the United States or the securities legislation of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and (ii) acknowledges that, subject to certain exceptions, the Placing Shares may not be offered, sold, transferred or delivered, directly or indirectly, in or into those jurisdictions or to, or for the account or benefit of, a US Person;

4.15      the Placee is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise, and that it has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

4.16      the Placee understands and agrees that the Placing Shares are being offered and sold only outside the United States to non-US Persons in "offshore transactions" (as defined in Regulation S under the Securities Act) in accordance with and in reliance on the exemption from registration provided by Regulation S under the Securities Act, and that the Placee is acquiring the Placing Shares in such an offshore transaction;

4.17      the Placee has not registered, nor does it intend to register, as an investment company under the US Investment Company Act of 1940, as amended (the "Investment Company Act");

4.18      the Placee acknowledges and agrees that, due to restrictions on transfer under the Securities Act, any Placing Shares acquired by the Placee in the Placing will be in certificated form and must be held in certificated form for a period of at least 12 months following the Placing;

4.19      the Placee acknowledges that:

4.19.1   the London Stock Exchange published a market notice on 18 September 2014 indicating that it intends to amend its rules so that all transactions on AIM must be conducted in book-entry format;

4.19.2   the London Stock Exchange subsequently determined that the commencement date for compliance with this requirement for transactions in 'Regulation S, Category 3' securities, such as the Placing Shares, will be deferred until 1 June 2015 (as set out in a further London Stock Exchange market notice published on 27 November 2014);

4.19.3   as a result of existing constraints in procedures of Euroclear UK & Ireland's CREST system ("CREST"), the requirement that restrictive legends be noted on the Placing Shares (as set forth in Regulation S under the US Securities Act of 1933, as amended ("Regulation S")) cannot currently be satisfied if the shares are recorded in book-entry format in the CREST system;

4.19.4   the Placing Shares are, as a result, to be issued in certificated form only and must be retained in certificated form until at least the earlier of (i) a one (1) year Regulation S distribution compliance period; and (ii) such date as an appropriate mechanism is established to enable the securities to be recorded in book-entry format within the CREST system. If no such mechanism is established by 1 June 2015, then from 1 June 2015 until at least the expiration of the one (1) year Regulation S distribution compliance period, it would not be possible to trade the Placing Shares on AIM with settlement in CREST, and trading of certificated Placing Shares on AIM may be prohibited.  In such case, following the expiration of the one (1) year Regulation S distribution compliance period, the Placing Shares should, at each holder's option, subject to such holder providing the Company's registrars with certain certifications and documentation, be eligible for conversion to book-entry format, which book-entry Placing Shares would be eligible for trading on AIM with settlement in CREST;

4.19.5   advisers to the Company, Euroclear UK & Ireland, the London Stock Exchange and other market participants are continuing to review options to permit trading in 'Regulation S, Category 3' securities on AIM with settlement in CREST for the period after 1 June 2015, including options for enabling currently certificated shares to be migrated to book-entry format in CREST;

4.19.6   no such mechanism has yet been established, and therefore there remains a possibility that, if no such mechanism is implemented by 1 June 2015, AIM may require that the shares of common stock in the Company held in certificated form (including the Placing Shares) be suspended from trading;

4.19.7   during any period of suspension as referred to above, the Company would continue to be quoted as its line of stock represented by depositary interests would continue to be listed and traded on AIM.  In addition, during such period of suspension, transactions in certificated Placing Shares may be negotiated and settled privately, provided they are reported to AIM; and

4.19.8   anyone subscribing for Placing Shares will be deemed to have acknowledged that the Placing Shares will be subject to these arrangements.

4.20      the Placee is acquiring Placing Shares for its own account or for one or more investment accounts for which it acts as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Placing Shares in any manner that would violate, or require any registration or qualification of the Placing Shares or the Company under, the Securities Act, the Investment Company Act or any other applicable securities legislation of any state or any other jurisdiction of the United States;

4.21      the Placee certifies that it is not acquiring the Placing Shares for the account or benefit of a US Person;

4.22      the Placee is not acquiring the Placing Shares as a result of any "directed selling efforts" (as defined in Regulation S under the Securities Act);

4.23      the Placee agrees that it will resell the Placing Shares only in accordance with the provisions of Regulation S under the Securities Act, pursuant to an effective registration under the Securities Act or pursuant to an available exemption from such registration requirements (which shall require the delivery to the Company of an opinion of counsel with respect thereto);

4.24      the Placee will not engage in hedging transactions, directly or indirectly, with regard to the Placing Shares unless in compliance with the Securities Act;

4.25      the Placee agrees to notify any purchaser of the Placing Shares from it of the restrictions referred to in paragraphs 4.13, 4.20 and 4.21 above;

4.26      the Placee acknowledges that, until one year after the later of (i) the time when the Placing Shares are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance upon Regulation S under the Securities Act and (ii) the date of closing of the Placing (the "distribution compliance period"), prior to any proposed transfer of the Placing Shares other than pursuant to an effective registration statement under the Securities Act, the transferee of the Placing Shares will be required to provide certifications and other documentation relating to the non-US Person status of such transferee and that such transferee was not located in the United States at the time the buy order was originated with respect to the Placing Shares;

4.27      the Placee acknowledges that the Placing Shares will bear a restrictive legend to the following effect, unless the Company determines otherwise in compliance with applicable law:

"The shares of common stock represented by this certificate have not been registered under the US Securities Act of 1933, as amended (the "US Securities Act") or any securities acts of any state of the United States (the "State Acts"), and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, except if such transfer is effected: (1) in a transaction meeting the requirements of Rules 901 through 905 (including the Preliminary Notes) of Regulation S under the US Securities Act; (2) pursuant to an effective registration under the US Securities Act and any applicable State Acts; or (3) pursuant to an available exemption from the registration requirements of the US Securities Act and any applicable State Acts, in each case in accordance with all applicable US securities laws and in the case of (3) an opinion of counsel shall be delivered to the Company (and upon which the Company may rely) regarding the availability of such exemption. Hedging transactions involving the common stock of the Company may not be conducted, directly or indirectly, unless in compliance with the US Securities Act. As provided in the bylaws of the Company, the Company is required by United States securities laws to refuse to register any transfer of shares not made in accordance with the above restrictions"

4.28      the Placee acknowledges that the Company is required to refuse to register any transfer of the Placing Shares not made in accordance with the provisions of Regulation S under the Securities Act, pursuant to registration under the Securities Act and any applicable state securities laws or pursuant to an available exemption from registration;

4.29      the Placee acknowledges that the Placing Shares are "restricted securities" under the Securities Act and, therefore, unless a registration statement with respect to the Placing Shares has been declared effective under the Securities Act, so long as the Placing Shares remain restricted securities, the Placee will need to comply with Rule 144 under the Securities Act (if available), or another available exemption from the registration requirements of the Securities Act, with respect to any resales to US Persons following the expiration of the distribution compliance period;

4.30      the Placee acknowledges that, following the expiration of the distribution compliance period, if it seeks to hold the Placing Shares in uncertificated form and to transfer the Placing Shares by means of a relevant system for holding and transferring the Placing Shares (or interests in the Placing Shares) in uncertificated form, it must send the Registrars a certification in form and substance satisfactory to the Company that, among other things, (i) it acquired the Placing Shares (a) in compliance with Rule 903 of Regulation S under the Securities Act, (b) in a trade in compliance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to registration under the Securities Act or (d) pursuant to an available exemption from registration under the Securities Act, and if the Placing Shares are "restricted securities" as defined in Rule 144 under the Securities Act, the relevant holding period under Rule 144 under the Securities Act has been met, (ii) it is not an "affiliate" of the Company as defined in Rule 144 under the Securities Act and has not been such an affiliate of the Company during the three months immediately preceding the date of the certification and (iii) it will not sell the Placing Shares in the United States without complying with applicable United States securities laws, together with any additional documents or certifications the Company may reasonably request to demonstrate compliance with applicable law;

4.31      the Company is under no obligation to register or qualify the Placing Shares under the Securities Act or any applicable securities legislation of any state or any other jurisdiction of the United States;

4.32      the Placee (i) is not registered and is not required to be registered as a broker or a dealer under the US Securities Exchange Act of 1934, as amended, (ii) has not been granted, nor shall it accept, any selling concession, discount or other allowance from a participant in the Placing that is a member of the Financial Industry Regulatory Authority in the United States and (iii) will not be paid a commission in respect of any Placing Shares;

4.33      the Placee will not publish, release or distribute this document or any other document relating to the Placing Shares, directly or indirectly, in whole or in part, in, into or from the United States;

4.34      the Placee acknowledges and agrees that none of the Company, Numis and the Registrars are making any undertaking or warranty to the Placee regarding the legality of an investment in the Placing Shares by the Placee under any legal, investment or similar laws or regulations;

4.35      the Placee is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;

4.36      in the case of a person who confirms to Numis on behalf of a Placee an agreement to acquire Placing Shares under the Placing and/or who authorises Numis to notify such Placee's name to the Registrars, that person represents and warrants that he has authority to do so on behalf of the Placee;

4.37      the Placee: (i) it has complied with its obligations under the Criminal Justice Act 1993 and Part VIII of FSMA; (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 Regulations 2007; and (iii) it is not a person: (a) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the 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 Numis such evidence, if any, as to the identity or location or legal status of any person which Numis 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 Numis 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 Numis may decide at its sole discretion;

4.38      the Placee represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

4.39      the Placee has complied, and will comply, with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing in, from or otherwise involving the UK;

4.40      if the Placee is in the UK, the Placee is a person (i) who has professional experience in matters relating to investments falling within article 19(5) of the Order or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the Order, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the FCA Conduct of Business Rules;

4.41      if the Placee is in the European Economic Area, the person is a "Professional Client / Eligible Counterparty" within the meaning of Annex II, Section 1 (2) / Article 24 (2) of MiFID, and is not participating in the Placing on behalf of persons in the European Economic Area other than Professional Clients or persons in the UK and other member states (where equivalent legislation exists) for whom the Placee has authority to make decisions on a wholly discretionary basis;

4.42      in the case of a person who confirms to Numis on behalf of a Placee an agreement to acquire Placing Shares under the Placing and who is acting on behalf of a third party, that the terms on which the Placee (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;

4.43      none of the Placee's rights and obligations in respect of the Placing are conditional on any other person agreeing to subscribe for any Placing Shares under the Placing, and no failure by any other person to meet any of its obligations in respect of the Placing will affect any of the Placee's obligations in respect of the Placing;

4.44      Numis is not making any recommendation to the Placee or advising the Placee regarding the suitability or merits of participation in the Placing or any transaction the Placee may enter into in connection with the Placing or otherwise.  The Placee is not Numis' client in connection with the Placing and will not be responsible to any Placee for providing the protections afforded to Numis' clients or providing advice in relation to the Placing and Numis will not have any duties or responsibilities to any Placee similar or comparable to "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the Rules of the FCA;

4.45      the exercise by Numis of any rights or discretions under the Placing Agreement shall be within its absolute discretion and Numis need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Placee agrees that it shall have no rights against Numis or its directors or employees under the Placing Agreement;

4.46      it irrevocably appoints any director of Numis as its agent for the purposes of executing and delivering to the Company and/or the Registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do; and

4.47      it will indemnify and hold the Company and Numis 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, certifications and undertakings in this document and further agrees that the provisions of this document will survive after completion of the Placing.

The Company and Numis will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements, agreements, certifications and undertakings, which are irrevocable, and the Company and Numis are irrevocably authorised to produce this document or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

The foregoing representations, warranties, undertakings and confirmations are given for the benefit of the Company and Numis and the Registrars and their respective affiliates and will survive completion of the Placing.

5.         SUPPLY AND DISCLOSURE OF INFORMATION

If any of Numis, the Registrars or the Company or any of their respective agents request any information about a Placee's agreement to acquire Placing Shares, such Placee must promptly disclose it to them.

6.         MISCELLANEOUS

The rights and remedies of Numis, the Registrars 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, each Placee may be asked to disclose, in writing or orally to Numis:

6.1        if he is an individual, his nationality; or

6.2        if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to Numis.

Each Placee agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which such Placee has agreed to acquire have been acquired by such Placee.

The provisions of this document may be waived, varied or modified as regards specific Placees or on a general basis by Numis.

The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Numis, the Company and the Registrars, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction.

In the case of a joint agreement to acquire Placing Shares, references to an "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several.

Numis and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.

7.         DEFINITIONS

In this appendix to the Announcement and, as the context shall admit, in the Announcement:

"AIM" means the market of that name operated by the London Stock Exchange;

"AIM Rules for Companies" means the provisions of the London Stock Exchange AIM Rules for Companies as amended from time to time governing, inter alia, admission to AIM and the continuing obligations of AIM companies;

"Announcement" means this announcement (including the appendix to this announcement);

"FCA" means the Financial Conduct Authority of the United Kingdom;

"FSMA" means the Financial Services and Markets Act 2000 (as amended);

"London Stock Exchange" means London Stock Exchange plc;

"Numis" means Numis Securities Limited, registered in England and Wales with number 2285918, whose registered office is at 10 Paternoster Square, London EC4M 7LT;

"Placee" means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire UK Placing Shares has been given;

"Placing Agreement" means the placing agreement dated 10 December 2014 between the Company and Numis in respect of the Placing;

"Prospectus Directive" means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC, as amended by European Directive 2010/73/EU, and includes any relevant implementing measure in EEA member states;

"QIB" means a qualified institutional buyer, as defined in Rule 144A under the Securities Act;

"Securities Act" means the US Securities Act of 1933, as amended;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

 

END

 

 

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