Proposed Placing and Subscription
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, 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 AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ONCIMMUNE HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ONCIMMUNE HOLDINGS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
7 December 2022
Oncimmune Holdings plc
("Oncimmune" or the "Company")
Proposed Placing and Subscription to raise not less than £2.1 million
Certain Directors and the Proposed Director intend to subscribe for £1.2 million
Update on Current Trading and Outlook
Board exploring separate growth options for EarlyCDT ® Lung including IPO
Oncimmune Holdings plc (AIM: ONC.L), the leading global immunodiagnostics group, is pleased to announce a proposed placing (the "Placing") and subscription (the "Subscription", together with the Placing the "Capital Raising") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") to raise not less than £2.1 million in gross proceeds at a price of 45 pence per share (the "Issue Price").
The Subscription is supported by written and verbal indications of support and subscription letters received from certain Directors, the Proposed Director and certain other investors (together the "Subscribers") for an aggregate participation of approximately £2.1 million. The Placing is now open for wider investor participation and will remain open for up to three days and is expected to close to further orders no later than 11:00 a.m. on Monday 12 December 2022.
Over the following three days, the Company's management team will present a summary of the latest Oncimmune trading update (set out below) to other existing shareholders and potential investors. Allocations will be finalised in due course and all orders whether relating to the Subscription or the Placing, may be subject to scale back in the event that there is excess demand for the Capital Raising as a whole.
The Company also announces the proposed appointment of John Goold to the Board as a Non-executive Director (the "Proposed Director") subject to the completion of customary due diligence by the Company's Nominated Adviser.
Capital Raising Highlights
· Proposed Capital Raising for not less than £2.1 million in gross proceeds at the Issue Price.
· The Subscribers have provided written and verbal indications of support or signed conditional subscription letters (the "Subscription Letters") to subscribe for, in aggregate, approximately £2.1 million.
· The Placing will remain open for existing shareholder and other investor participation for up to three days and is expected to close to further orders no later than 11:00 a.m. on Monday 12 December 2022.
· The Capital Raising will proceed using the Company's currently available authorities to allot up to 5,908,560 new Ordinary Shares on a non-preemptive basis (the "Existing Authorities").
· The net proceeds of the Capital Raising will be used to retire a proportion of the Company's existing debt facility, provide the Company with additional near-term working capital, and also fund future collaborations in biomarker tool development.
· The Issue Price represents a premium of approximately 5.1 per cent. to the closing middle market price of 42.8 pence per Ordinary Share on 6 December 2022, being the last trading day prior to the release of this Announcement.
· Assuming only approximately £2.1 million is raised in the Capital Raising, 4,722,222 new Ordinary Shares would be issued, representing approximately 6.8 per cent. of the Company's existing issued share capital and approximately 6.4 per cent. of the issued share capital as enlarged by the Subscription.
· The Placing is being conducted by Singer Capital Markets Securities Limited ("Singer Capital Markets"), who are acting as Joint Broker and Bookrunner in relation to the Placing and WG Partners LLP ("WG Partners") (together with Singer Capital Markets, the "Joint Brokers"), who are acting as Joint Broker in relation to the Placing, and will be launched immediately following the release of this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement.
· The timing of the closing of the Capital Raising and allocations thereunder is at the absolute discretion of the Joint Brokers and the Company, but the Capital Raising is currently expected to remain open for up to three days (but closing in any event at 11:00 a.m. on Monday 12 December 2022), following which the final gross proceeds to be raised pursuant to the Capital Raising will be announced. Any change to the expected timetable would be communicated via a further regulatory announcement.
· Information regarding the possible total issuance and gross proceeds raised pursuant to the Capital Raising is contained in the Total New Issuance section below.
· Application will be made for admission of the new Ordinary Shares to be issued pursuant to the Capital Raising to be admitted to trading on AIM.
Background to and reasons for the Capital Raising
EarlyCDT® Lung Product Business
As highlighted in the update on trading contained within the Company's unaudited results released for the 12 months to 31 May 2022, issued on 21 September 2022, the restructuring of the EarlyCDT® Lung product business ("EarlyCDT® Lung") post May 2022 has substantially reduced the ongoing cost base which, combined with increased contracted revenues, has created an EBITDA profitable EarlyCDT® Lung product business (before central overhead costs). The Company's expectation is that, over the short to medium term, the EarlyCDT® Lung product business will generate substantially increased revenues and profitability.
Within the UK, EarlyCDT® Lung currently has two ongoing contracted customers, including the NHS England Targeted Lung Health Check Programme ("iDx Lung"). The NHS recently published a positive report 1. on the EarlyCDT® Lung screening pilot study conducted by NHS Norfolk & Waveney which is being reviewed by the Targeted Lung Health Check Programme team. The Company is actively engaged with iDx Lung team who are considering a substantial expansion of the current iDx Lung contract utilising EarlyCDT® Lung within the roll-out of the NHS England Targeted Lung Health Check Programme.
Sales activity by the Company's EarlyCDT® Lung distributor in the US, Biodesix, Inc. (NASDAQ: BDSX) ("Biodesix"), has increased throughout the current calendar year. In June 2022, Biodesix announced that EarlyCDT® Lung (marketed in the US as Notify CDT®) had received Medicare coverage and the most recent average in-market selling price notified by Biodesix corresponds to an approximate 9 times increase on the selling price in the calendar quarter immediately preceeding the Medicare announcement. Biodesix also recently announced the closing of equity and debt funding totalling up to US$90.3 million. These funds are intended in part to expand the commercialisation activities of Biodesix's reimbursed diagnostic tests, including Notify CDT®. Biodesix also recently announced the awarding of a US Federal Supply Schedule contract which includes the Veterans Health Administration and this contract covers Biodesix's lung portfolio, including Notify CDT®.
1. https://www.easternahsn.org/impact-story/detecting-lung-cancer-earlier/
ImmunoINSIGHTS Services Business
Since launching ImmunoINSIGHTS in February 2020, the Company has generated significant growth in the number of signed contracts, from 3 in the 12 months to 31 May 2020, 9 in the 12 months to 31 May 2021 and 19 in the period to 31 August 2022. Throughout this period of expansion, the focus on generating the majority of its revenue from large pharma allows ImmunoINSIGHTS to count seven of the top fifteen global pharma companies as clients.
The value of the current commercial pipeline of potential contracts was €13.8 million at the end of November 2022, an increase from approximately €10.0 million at the end of August 2022. Within this pipeline total, approximately €1.9 million of contracts have moved into contract finalisation, a further €2.9 million for which proposals have been submitted (including those with verbal client acceptance of the proposed terms) and a further €2.9 million of contracts where proposals have been submitted for client review. The growth in signed contracts and the overall pipeline is being driven by a mix of follow-on studies from existing client projects, from new projects with existing clients, as well as new pharma clients.
The growth in the commercial pipeline is largely due to the prior expansion of the ImmunoINSIGHTS commercial team, who are located in both North America and Europe. The Company's marketing function has been enhanced with the appointment of a Senior Director of Global Marketing, also based in North America. This appointment has already brought increased brand awareness, including through the use of digital projects and automated marketing initiatives. The Group's website has been re-launched, with a focus on ImmunoINSIGHTS, which we anticipate will generate increased commercial enquires.
The Group's expanded Dortmund facility is now capable of handling several contracts in parallel, including pilot or proof-of-concept studies, which often lead onto larger mainstream contracts. The time invested over the past 18 months in signing master service agreements ("MSAs") with major pharma customers is being rewarded with increased number of commercial contracts. These MSAs are creating a solid foundation for the future growth of the ImmunoINSIGHTS business by facilitating simpler and faster procurement of services as well as broader overall access into our pharma clients.
Use of Proceeds
It is intended that proceeds from the Capital Raising will be used to retire a proportion of the existing debt facility and to meet the Company's near-term working capital requirements.
In September 2019 the Company secured a €8.5 million credit facility with IPF Management SA, and this was increased by a total of €6.0 million between October 2020 and December 2021 following additional drawdowns (the "IPF Facility"). In October 2022, the Group renewed the IPF Facility which provided for a twelve-month deferral of all principal repayments until June 2023 and no change in the fixed existing cash margin rate of 9 per cent. per annum over 3-month EURIBOR (subject to a benchmark floor of 0%).
In addition, over recent months, the Company has been working through its technology roadmap to enable it to launch certain biomarker tools in FY2024. The Company aims to produce bespoke assay panels which are either specific to a client's therapeutic assets and used, for example in clinical trials or will be designed for use in specific disease areas to support ongoing research and development. Wherever possible, it is the Company's intent to develop research and development biomarker tools, where practical, through collaborations sponsored by our customers. Currently the Company is discussing the development of a prostate discovery panel with Prostate Cancer Research and intends to apply to Innovate UK for grant funding; if successful, the Company intends to allocate up to £250,000 from the proceeds of the Capital Raising to this new collaboration.
Current Trading, Outlook and Impact of the Capital Raising
Reflecting the change in year end from May to August, the Company announced its unaudited results for the 12 months ended 31 May 2022 on 21 September 2022, with revenue for the period of £3.9 million. The Company will also report audited results for the 15 months to 31 August 2022 on or around 30 January 2023 in which it expects to report revenue of £4.2 million and losses which will reflect the incremental revenue for the additional three months and continuing operational spend at similar levels to the quarterly spend seen during the 12 months to 31 May 2022. Gross debt at 31 August 2022 was stable compared to 31 May 2022, while cash was lower reflecting the quieter summer trading months. As a result, net debt at 31 August 2022 was £9.5m compared to £8.2m at 31 May 2022.
In the Company's results announcement for the 12 months ended 31 May 2022, the Company stated that its pipeline has continued to build in overall value and, encouragingly, over the six weeks prior to 21 September 2022, contracts had begun to be signed on projects whose progress through the pipeline had previously slowed. The pipeline of potential commercial contracts has continued to build since then, and, based on current and forecast trading, the Directors anticipate total revenue for the 12 months ending 31 August 2023 will be in excess of £7.5 million, at which level the Group will be broadly EBITDA breakeven for the same period.
The recent restructuring of the EarlyCDT® Lung product business has created an EBITDA positive product business in the short term (before central overhead costs), and the Directors expect this business to become increasingly cash generative over the next 2-3 years. The ImmunoINSIGHTS services business is in a commercial scale-up phase and, whilst expected to operate at a strong gross margin of approaching 80% for the year ended 31 August 2023, the timing of signing contracts and the recent recovery in pipeline growth and momentum mean that the business requires a modest further injection of working capital to meet its near-term needs.
Furthermore, reducing the repayments of principal required in the short term under the IPF Facility will afford the business greater operational headroom during its anticipated phased growth.
Assuming £2.1 million is raised from the Capital Raising, and a proportion of the IPF Facility is repaid from the proceeds of the Capital Raising, net debt as at 31 August 2023 is anticipated to be approximately £6.8 million (£9.5 million as at 31 August 2022).
Strategic Growth Options for EarlyCDT® Lung
As outlined in the EarlyCDT® Lung section above, given its improved performance, contractual position and outlook, the Board's confidence in the growth potential for this business is such that the Board has decided to explore the feasibility of strategic growth options, including by way of a separate listing of this business on the Main Market Standard Segment of the London Stock Exchange during the next calendar year. The Board believes that a separate listing of the EarlyCDT® Lung business would be a further catalyst for its growth and allow that business to achieve its true commercial potential.
Funding strategy
In the light of current trading in both of its businesses, including the ongoing growth of the Company's ImmunoINSIGHTS pipeline and its expectations for higher sales of EarlyCDT® Lung tests, and taking into account the minimum proceeds of the Capital Raising, the Board considers that the Company will have sufficient cash headroom to meet its short-term working capital, debt service and growth needs. This position assumes that trading continues to improve significantly, such that the baseline revenue expectations for the year to August 2023 described in the outlook section above can be exceeded. It further assumes that momentum continues in both trading and pipeline growth to support further strong top-line delivery over the remainder of 2023, with sufficient cash generation before financing items as a result, across both the financial year to 31 August 2023 and calendar 2023 as a whole.
In the event that trading volumes and cash generation are lower than anticipated, the Board, if required, would need to take actions to generate further cash inflows and/or conserve cash, such as product development collaborations or further prospective partnerships within the early EarlyCDT® Lung business (neither of which is included in internal expectations) and/or the partial realisation of value through a separate listing of that business, additionally identified cost savings, and other financing activities.
Proposed Director
The Company is pleased to announce the proposed appointment to the Board of John Goold as a Non-executive Director. This appointment remains subject to the completion of customary due diligence by the Company's Nominated Adviser. John Goold has signed a subscription letter in respect of his participation in the Capital Raising.
John qualified as a chartered accountant in London with Touche Ross in 1996 before a 25-year career in the City raising growth capital and advising small and mid cap companies. John initially started out in corporate finance before moving into equity sales and corporate broking where he spent most of his career. John helped to raise over £5bn for his clients, most of which was over the last 10 years, while he was Chief Executive of Zeus Capital. John has recently become Chief Executive Officer of Kelso Group Holdings plc which is listed on the Main Market Standard Segment of the London Stock Exchange.
Further regulatory disclosures in relation to Mr. Goold's appointment will be made at the time of confirmation of the effective date of his appointment in due course.
Details of the Subscription
The Subscribers will be subscribing at the Issue Price for Subscription Shares on the terms of subscription letters with the Company. The Subscribers' obligations in the subscription letters will be conditional upon (i) admission of the Subscription Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 30 December 2022 (the "Longstop Date") or such other date as may be agreed between the Company and the Joint Brokers in accordance with the Placing Agreement, (ii) the Company entering into the Placing Agreement and (iii) the Placing Agreement having become unconditional in all respects, and not having been terminated in accordance with its terms by the Long Stop Date or such other date as may be agreed between the Company and the Joint Brokers in accordance with the Placing Agreement.
Details of the Placing
The Joint Brokers are acting for the Company in connection with the Placing pursuant to a placing agreement entered into between the Company and each of the Joint Brokers dated 7 December 2022 (the "Placing Agreement").
The Placing, which is being conducted by way of a bookbuilding process available to qualifying new and existing institutional investors, will be launched immediately following this announcement (being together with the appendix, the "Announcement"), in accordance with the terms and conditions set out in the appendix to this Announcement (the "Appendix"). The Issue Price of 45 pence per share represents a premium of approximately 5.1 per cent. to the mid-market closing price on 6 December 2022 (being the last trading date prior to this Announcement). No part of the Placing is underwritten. The book will open to orders with immediate effect following the release of this Announcement.
Total New Issuance
The maximum number of Ordinary Shares to be issued under the Capital Raising will be 5,908,560, being the Existing Authorities, which if fully issued would raise maximum gross proceeds of approximately 2.7 million for the Company at the Issue Price. Should the maximum issuance be made under the Existing Authorities, the new Ordinary Shares would then represent approximately 8.5 per cent. of the Company's existing issued share capital and approximately 7.8 per cent. of the issued share capital as enlarged by the maximum issue.
The exact number of Ordinary Shares to be issued in the Placing (the "Placing Shares") will be determined by the Company and the Joint Brokers at the close of the Placing and announced by the Company shortly thereafter. The allocations of the Placing Shares and the Ordinary Shares to be issued in the Subscription (the "Subscription Shares" and together with the Placing Shares, the "Capital Raising Shares") are at the discretion of the Company and the Joint Brokers, and orders received under both the Subscription and the Placing may be subject to scale-back.
The Capital Raising is conditional upon, among other things, admission of the Capital Raising Shares becoming effective not later than 8.00 a.m. on 15 December 2022, or such later time and/or date as the Company may agree (being not later than 8.00 a.m. on 30 December 2022). The Placing is also subject to the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, the Joint Brokers, each acting as an agent for the Company, have conditionally agreed to use their reasonable endeavours to place the Placing Shares with institutional and other investors, subject to certain customary conditions.
The Placing Agreement contains warranties from the Company in favour of Singer Capital Markets and WG Partners in relation to, inter alia, matters relating to the Group and its business. In addition, the Company has agreed to indemnify each of the Singer Capital Markets and WG Partners in relation to certain liabilities they may incur in respect of the Placing and Singer Capital Markets and WG Partners have the right to terminate the Placing Agreement in certain circumstances prior to Admission including, inter alia, in the event: that any of the warranties given to Singer Capital Markets and WG Partners in the Placing Agreement are breached or are, or become, untrue, inaccurate or misleading; of the failure of the Company to comply in any material respect with its obligations under the Placing Agreement; of the occurrence of a material adverse change affecting the condition, the earnings or business affairs or prospects of the Group as a whole; or that any statement contained in certain announcements or documents published by the Company or on its behalf in relation to the Placing is or has become untrue, inaccurate or misleading.
Directors' Participation
Certain Directors have indicated their intentions to subscribe for, in aggregate, up to 2,277,778 Capital Raising Shares. Their final participations are expected to constitute related party transactions under Rule 13 of the AIM Rules for Companies. Further details of the participations by these Directors will be set out in the announcement to be made summarising the result of the Capital Raising.
Application for admission to trading
Application will be made to London Stock Exchange for admission of the Capital Raising Shares to trading on AIM in accordance with the AIM Rules for Companies ("Admission"). The Capital Raising Shares when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
It is expected that Admission of the Capital Raising Shares under the Existing Authorities will become effective, and dealings in such shares will commence, no later than at 8.00 a.m. on 15 December 2022.
A further announcement will be made following the completion of the Capital Raising.
By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.
General
The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the Placing and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the Important Notices section of this Announcement. Investors who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and the UK version of such implementing regulation, the person responsible for arranging for the release of this Announcement on behalf of the Company is Dr Adam M Hill, CEO.
Principal risks and uncertainties
The Directors consider that the principal risks and uncertainties for the Company are those set out in the Annual Report and Accounts for the year ended 31 May 2021, a copy of which is available online at https://oncimmune.com/investors/results-reports-presentations.
For further information:
Oncimmune Holdings plc
Dr Adam M Hill, Chief Executive Officer
Matthew Hall, Chief Financial Officer
Singer Capital Markets (Nominated Adviser, Joint Broker and Bookrunner)
Aubrey Powell, Harry Gooden, George Tzimas, James Fischer
+44 (0)20 7496 3000
WG Partners (Joint Broker)
David Wilson, Nigel Barnes, Erland Sternby
+44 (0)20 3705 9321
About Oncimmune
ImmunoINSIGHTS Service Business
Oncimmune is a leading immunodiagnostics developer, primarily focused on the growing fields of immuno-oncology, autoimmune disease and infectious diseases. The ImmunoINSIGHTS service business leverages Oncimmune's technology platform and methodologies across multiple diseases, to offer life-science organizations actionable insights for therapies across the development and product lifecycle. Our core immune-profiling technology is underpinned by our library of over eight thousand immunogenic proteins, one of the largest of its kind. This helps identify trial participants and patients into clinically relevant subgroups, enabling development of targeted and more effective treatments.
Oncimmune's ImmunoINSIGHTS service business is based at the Company's discovery research centre in Dortmund, Germany. The business platform enables life science organizations to optimize drug development and delivery, leading to more effectively targeted and safer treatments for patients.
The ImmunoINSIGHTS development team is based in the US and Europe and Oncimmune is seeking to replicate the Dortmund facility in the US in the medium term.
EarlyCDT Product Business
Oncimmune's immunodiagnostic technology, EarlyCDT®, can detect and help identify cancer on average four years earlier than standard clinical diagnosis. Our lead diagnostic test, EarlyCDT® Lung, targets a vast market estimated to grow to £3.8bn by 2024. With over 200,000 tests already performed for patients worldwide and its use being supported by peer reviewed data in over 12,000 patients, we are poised to become an integral component of future lung cancer detection programs, globally.
Oncimmune's diagnostic products business is located at its laboratory facility in Nottingham, UK.
For more information, visit www.oncimmune.com
IMPORTANT NOTICES
Neither this announcement ("Announcement"), nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each, a "Restricted Jurisdiction"). This Announcement is for information purposes only and neither it, nor the information contained in it, shall constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.
No action has been taken by the Company, Singer Capital Markets or WG Partners together, the "Joint Brokers"), or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants or, in the case of the Joint Brokers, persons connected with them as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement has not been approved by the Financial Conduct Authority or the London Stock Exchange.
No offering document or prospectus will be made available in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU) 2017/1129 (the "EUProspectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation"). No public offering of the Placing Shares is being made by any person anywhere and the Company has not authorised or consented to any such offering in relation to the Placing Shares.
This Announcement is for information purposes only and is directed only at: (a) in a Member State of the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation (as amended and/or supplemented from time to time and includes any relevant implementing measure in any Member State); and (b) in the United Kingdom, persons who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation who are also: (i) "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (c) otherwise, persons to whom it may otherwise be lawful to communicate them (all such persons in (a), (b) and (c), together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.
This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by either of the Joint Brokers, or by any of their respective Affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed.
None of the information in this Announcement has been independently verified or approved by either of the Joint Brokers or any of their Affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Brokers by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by either of the Joint Brokers or any of their respective Affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of either of the Joint Brokers or any of their respective Affiliates in connection with the Company, the Capital Raising Shares or the Capital Raising or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Capital Raising. Each of the Joint Brokers and their respective Affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by either of the Joint Brokers or any of their respective Affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.
Singer Capital Markets, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and is a member of the London Stock Exchange, is acting as the Company's Bookrunner and as Joint Broker. Singer Capital Markets is not acting for any other person in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets or for giving advice in relation to the matters referred to in this Announcement. Singer Capital Markets has not authorised the contents of this Announcement and, without limiting the statutory rights of any person to whom this Announcement is issued, no representation or warranty, express or implied, is made by Singer Capital Markets as to any of the contents or the completeness of this Announcement and Singer Capital Markets does not accept responsibility for this Announcement and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and regulated in the United Kingdom by the FCA, is acting as the Company's Nominated Adviser for the purposesof the AIM Rules for Companies. SCM Advisory is not acting for any other person in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of SCM Advisory or for giving advice in relation to the matters referred to in this Announcement. SCM Advisory has not authorised the contents of this Announcement and, without limiting the statutory rights of any person to whom this Announcement is issued, no representation or warranty, express or implied, is made by SCM Advisory as to any of the contents or the completeness of this Announcement and SCM Advisory does not accept responsibility for this Announcement and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement. SCM Advisory's responsibilities as the Company's nominated adviser under 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 to any other person.
WG Partners, which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as Joint Broker to the Company. WG Partners is not acting for any other person in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WG Partners or for giving advice in relation to the matters referred to in this Announcement. WG Partners has not authorised the contents of this Announcement and, without limiting the statutory rights of any person to whom this Announcement is issued, no representation or warranty, express or implied, is made by WG Partners as to any of the contents or the completeness of this Announcement and WG Partners does not accept responsibility for this Announcement and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement.
Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company, the Joint Brokers and their respective Affiliates undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Brokers. This Announcement is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price and value of securities can go down as well as up.
The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
In connection with the Placing, the Joint Brokers and any of their respective Affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Brokers and any of their respective Affiliates acting in such capacity. In addition, the Joint Brokers and any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which the Joint Brokers and any of their respective Affiliates may from me to me acquire, hold or dispose of shares. The Joint Brokers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) 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 clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (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, the Joint Brokers 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 COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to 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 "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail clients 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 "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the 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, the Joint Brokers 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
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT, AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY SINGER CAPITAL MARKETS SECURITIES LIMITED OR ITS ASSOCIATES (TOGETHER, " SINGER") AND WG PARTNERS LLP ("WG PARTNERS") (SINGER BEING THE SOLE BOOKRUNNER) (SINGER AND WG PARTNERS, TOGETHER THE " JOINT BROKERS"), "QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS ANNOUNCEMENT, REFERRED TO AS "EEA QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT BROKERS, "QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE THEM (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). 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. EACH RECIPIENT IS DEEMED TO CONFIRM, REPRESENT AND WARRANT TO THE COMPANY THAT THEY ARE A RELEVANT PERSON. 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. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BROKERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER OR INVITATION TO BUY OR SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION INCLUDING, WITHOUT LIMITATION, THE RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL. NO COPY OR PART OF THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO PERSONS IN A RESTRICTED JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION.
PERSONS DISTRIBUTING ANY PART OF THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BROKERS TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS", AS DEFINED IN, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR ANY PART OF IT IN OR INTO THE UNITED STATES.
THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BROKERS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AFFILIATES, ADVISORS, CONSULTANTS OR, IN THE CASE OF THE JOINT BROKERS, PERSONS CONNECTED WITH THEM AS DEFINED IN THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") (TOGETHER, "AFFILIATES") THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
ANY INDICATION IN THIS ANNOUNCEMENT OF THE PRICE AT WHICH THE COMPANY'S SHARES HAVE BEEN BOUGHT OR SOLD IN THE PAST CANNOT BE RELIED UPON AS A GUIDE TO FUTURE PERFORMANCE. THE PRICE AND VALUE OF SECURITIES CAN GO DOWN AS WELL AS UP. PERSONS NEEDING ADVICE SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER.
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 CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD CONSULT WITH HIS OR HER OR ITS OWN LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.
SINGER, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FCA, IS ACTING SOLELY FOR THE COMPANY AND NO-ONE ELSE IN CONNECTION WITH THE PLACING AND THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS A CLIENT IN RELATION TO THE PLACING OR THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT. SINGER IS NOT RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF SINGER OR FOR PROVIDING ADVICE IN CONNECTION WITH THE CONTENTS OF THIS ANNOUNCEMENT, THE PLACING OR THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED HEREIN.
SINGER CAPITAL MARKETS ADVISORY LLP ("SCM ADVISORY"), WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FCA, IS ACTING AS NOMINATED ADVISER TO THE COMPANY FOR THE PURPOSES OF THE AIM RULES AND NO-ONE ELSE IN CONNECTION WITH THE PLACING AND THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS A CLIENT IN RELATION TO THE PLACING OR THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT. SCM ADVISORY IS NOT RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF SCM ADVISORY OR FOR PROVIDING ADVICE IN CONNECTION WITH THE CONTENTS OF THIS ANNOUNCEMENT, THE PLACING OR THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED HEREIN. SCM ADVISORY'S RESPONSIBILITIES AS THE COMPANY'S NOMINATED ADVISER UNDER 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 TO ANY OTHER PERSON.
WG PARTNERS, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FCA, IS ACTING SOLELY FOR THE COMPANY AND NO-ONE ELSE IN CONNECTION WITH THE PLACING AND THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS A CLIENT IN RELATION TO THE PLACING OR THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT. WG PARTNERS IS NOT RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF WG PARTNERS OR FOR PROVIDING ADVICE IN CONNECTION WITH THE CONTENTS OF THIS ANNOUNCEMENT, THE PLACING OR THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED HEREIN.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. RECIPIENTS OF THIS ANNOUNCEMENT SHOULD EXERCISE CAUTION IN RELATION TO THE PLACING IF THEY ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS ANNOUNCEMENT AND SEEK INDEPENDENT PROFESSIONAL ADVICE.
BY PARTICIPATING IN THE PLACING, EACH PLACEE IS DEEMED TO HAVE READ AND UNDERSTOOD THIS ANNOUNCEMENT IN ITS ENTIRETY AND TO BE MAKING SUCH OFFER TO ACQUIRE PLACING SHARES ON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN THIS ANNOUNCEMENT AND TO BE PROVIDING THE REPRESENTATIONS, WARRANTIES, UNDERTAKINGS, AGREEMENTS AND ACKNOWLEDGEMENTS CONTAINED IN THIS APPENDIX.
INFORMATION TO DISTRIBUTORS FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF EACH OF: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"), INCLUDING ITS ENACTMENT UNDER UK DOMESTIC LAW BY VIRTUE OF THE EU WITHDRAWAL ACT 2018 ("UK MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II AND UK MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND FOR NO OTHER PURPOSE, THE JOINT BROKERS HAVE CARRIED OUT AN ASSESSMENT OF THE ORDINARY SHARES AND HAVE DETERMINED THEM TO BE: (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 UNDER THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT"). ALL DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF ORDINARY SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE ORDINARY SHARES OFFER NO CERTAINTY OF INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE ORDINARY SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO: (I) DO NOT NEED A CERTAIN AND PROTECTED INCOME OR CAPITAL PROTECTION; AND (II) (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 HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS ADDITIONAL TO THE RESTRICTIONS CONTAINED WITHIN THE TERMS OF THE PLACING. IN ALL CIRCUMSTANCES, THE JOINT BROKERS WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II, UK MIFID II OR OTHERWISE; 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 ORDINARY SHARES. EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE ORDINARY SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
Definitions
For the purposes of this Announcement, the following definitions apply unless the context otherwise requires:
"Admission" means the admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules for Companies.
"Admission Date" means the date when Admission becomes effective, expected to be 15 December 2022 (or such later date agreed by the Company and each of the Joint Brokers and SCM Advisory).
"AIM" means the AIM Market operated by the London Stock Exchange.
"Bookbuild" means the accelerated bookbuilding process in relation to the Placing.
"certificated form" or "in certificated form" means an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST).
"Company" means Oncimmune Holdings plc, a company incorporated and registered in England and Wales with registered number 09818395.
"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations).
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755).
"Euroclear" means Euroclear UK & International Limited, the operator of CREST.
"London Stock Exchange" means London Stock Exchange plc.
"Ordinary Shares" means the ordinary shares of 1 pence each in the capital of the Company.
" Placing" means the placing by the Joint Brokers, as agents on behalf of the Company, of the Placing Shares pursuant to the Placing Agreement.
"Placing Agreement" means the conditional agreement dated 7 December 2022 and made between the Company, each of the Joint Brokers and Singer Capital Markets Advisory LLP in relation to the Placing.
"Placing Shares" means the Ordinary Shares to be placed by the Joint Brokers with certain placees on the terms and subject to the conditions of the Placing Agreement
"Remaining Share Authority" means up to 5,908,560 Ordinary Shares, being the maximum number of new Ordinary Shares which can be issued by the Company under the authority granted to the directors of the Company under resolution 7 and resolution 8(b) passed at the annual general meeting of the Company held on 26 November 2021 which has not been used by the directors for the allotment of equity securities (as defined by section 560 of the Companies Act 2006) or the grant of rights to subscribe for equity securities on or after 26 November 2021
"Subscribers" means those persons who have signed Subscription Letters or have indicated to the Company that they intend to subscribe for Ordinary Shares in the Subscription
"Subscription" means the fundraising by the Company through the issue of the Subscription Shares to Subscribers to raise not less than £2.1 million, the terms and conditions governing which will be set out in the Subscription Letters
"Subscription Letter" means the subscription letter addressed to the Company and signed or to be signed by each of the Subscribers
"Subscription Shares" means such number of new Ordinary Shares as are subscribed for under the Subscription
"uncertificated" or "in uncertificated form" means an Ordinary Share recorded on the Company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with the Joint Brokers and SCM Advisory. Pursuant to the Placing Agreement, the Joint Brokers have, subject to the terms set out in such agreement, agreed to use their reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares. The Subscribers have today each either signed a Subscription Letter or provided written or verbal indications of support to participate in the Subscription for not less than, in aggregate, £2.1 million at a price equal to the Placing Price. The Joint Brokers will today commence the Bookbuild to determine demand for participation in the Placing by Placees. Final orders in both the Subscription and the Placing may be subject to scale-back. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing. The Placing is not being underwritten (in whole or in part) by the Joint Brokers or any other person.
The Placing Shares and the Subscription Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with each other and with the existing issued Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares and Subscription Shares. The Placing Shares and the Subscription Shares will be issued free of any encumbrance, lien or other security interest.
Applications for Admission and Dealings
SCM Advisory has agreed to make an application for Admission to trading on AIM for the Placing Shares and the Subscription Shares.
It is expected that Admission will become effective, on 15 December 2022 (or such later date agreed by the Company and each of the Joint Brokers and SCM Advisory) in respect of the Placing Shares and the Subscription Shares.
Principal terms of the Placing
1. Singer is acting as sole bookrunner and joint broker of the Company and WG Partners is acting as joint broker of the Company in connection with the Placing. SCM Advisory is acting as Nominated Adviser to the Company and the application (or applications) for Admission of the Placing Shares to AIM. Singer and WG Partners are acting as joint brokers and agents of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.
2. Participation in the Bookbuild will only be available to persons who may lawfully be, and are, invited by either Joint Broker to participate. The Joint Brokers and any of their respective Affiliates are entitled to enter bids in the Bookbuild as principal.
3. The subscription price per Placing Share (the "Placing Price") is a price of 45 pence and is payable to the relevant Joint Brokers by all Placees . No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
4. The completion of the Bookbuild will be determined by the Joint Brokers and the Company in their absolute discretion and the results of the Placing shall then be announced on a Regulatory Information Service as soon as is practicable following completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at the relevant Joint Broker. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for.
6. The Bookbuild is expected to close no later than 11:00am on Monday 12 December 2022 but may be closed earlier or later at the absolute discretion of the Joint Brokers and the Company. The Joint Brokers may, in agreement with the Company, accept bids either in whole or in part that are received after the Bookbuild has closed and allocate Placing Shares after the time of any initial allocation to any person submitting a bid after time.
7. Each prospective Placee's allocation will be determined together by the Joint Brokers and the Company, in their absolute discretion, and will be confirmed orally or in writing by a Joint Broker to such Placees, and a form of confirmation will be dispatched thereafter or placing participation despatched and the terms and conditions of this Appendix will be deemed incorporated into the form of confirmation or placing participation, as appropriate.
8. A Joint Broker's oral and/or written confirmation (which may be by email) will give rise to an immediate, separate, irrevocable and legally binding commitment by that person (who at that point becomes a Placee), in favour of the relevant Joint Broker and the Company, under which it agrees and is obligated to (a) acquire the number of Placing Shares allocated to it and (b) pay the relevant Joint Broker (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to it and that the Company has agreed to allot and issue to that Placee, on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Joint Brokers' and the Company's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares for which Placees have been procured. Each Placee's obligation will be owed to the Company and to the Joint Brokers.
9. Subject to paragraphs 4 and 5 above, the Joint Brokers and the Company may choose to accept bids, either in whole or in part, on the basis of allocations determined at their absolute discretion.
10. The Company reserves the right (upon agreement with the Joint Brokers) to reduce or seek to increase the amount to be raised pursuant to the Placing.
11. Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Brokers' and the Company's consent, will not be capable of variation or revocation after the time at which it is submitted.
12. Except as required by law or regulation, no press release or other announcement will be made by the Joint Brokers or the Company using the name of any Placee (or its agent) in its capacity as Placee (or agent) other than with such Placee's prior written consent. .
13. Irrespective of the time at which the Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time on the basis explained below under "Registration and Settlement".
14. All obligations under the Placing will be subject to fulfilment (or where applicable, waiver) of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Rights to terminate under the Placing Agreement".
15. By participating in the Bookbuild, 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.
16. All times and dates in this Announcement may be subject to amendment. The Joint Brokers shall notify the Placees and any person acting on behalf of the Placees of any changes.
17. To the fullest extent permissible by applicable law and regulation, neither the Joint Brokers nor any of their respective Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise in respect of the Placing. In particular, neither the Joint Brokers nor any of their respective Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of its conduct of the Placing or of such alternative method of effecting the Placing as the Joint Brokers and the Company may agree.
Conditions of the Placing
The Joint Brokers' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
1 the publication of the results of the Placing via a regulatory information service by no later than 5.00 p.m. on 12 December 2022 (or such later time and/or date as the Company and the Joint Brokers may agree) (the "Placing Results Announcement");
2 the Subscription Letters that have been signed by the Subscribers before the date of this Announcement not having been amended or terminated;
3 the Placing Shares and Subscription Shares having been unconditionally allotted and issued by the Company, at or before 8.00 a.m. on the Admission Date;
4 the Company having complied with its obligations under the Placing Agreement to the extent that such obligations are required to be performed prior to Admission;
5 Admission of the Placing Shares and the Subscription Shares taking place by no later than 8.00 a.m. on the Admission Date; and
6 the Placing Agreement not having been terminated by the Joint Brokers, in accordance with its terms, prior to Admission.
If (a) any of the conditions to the Placing Agreement are not fulfilled (or, to the extent permitted under the Placing Agreement, waived by the Joint Brokers, or, to the extent permitted under the Placing Agreement waived subject to such conditions as are considered appropriate by the Joint Brokers by the relevant time or date (if any) specified in the Placing Agreement (or such later time or date as the Company and the Joint Brokers may agree), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and terminate at such time and no claim may be made by or on behalf of a Placee in respect thereof. The Joint Brokers may, at their absolute discretion, waive, in whole or in part, the satisfaction of any condition in connection with the Placing. The Joint Brokers shall not be entitled to waive any condition relating to the occurrence of Admission in respect of any of the Placing Shares. The Joint Brokers may also waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. The Joint Brokers may also agree to extend the period for satisfaction of the conditions by giving notice to the Company, save that the period for satisfaction of any condition shall not be extended beyond 8.00 a.m. on 30 December 2022.
Neither the Company, nor the Joint Brokers nor any of their respective Affiliates shall have any liability to any Placees (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 in the Placing Agreement or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Company and/or the Joint Brokers. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. Placees will have no rights against either of the Joint Brokers, SCM Advisory, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Rights to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.
A Joint Broker's oral and/or written confirmation and/or placing commitment (which may be by email) to any person of an allocation of Placing Shares will give rise to an immediate, separate, irrevocable and legally binding commitment by that person (who at that point becomes a Placee), in favour of the relevant Joint Broker and the Company.
Rights to terminate under the Placing Agreement
The Joint Brokers may, at any time before Admission, terminate their obligations under the Placing Agreement by giving notice to the Company if, inter alia, in the opinion of the Joint Brokers (acting together and in consultation):
1 any statement contained in this Announcement, or certain of the other documents delivered in relation to the Placing, has become untrue or inaccurate in any material respect or misleading (or there is a material omission from any of such documents); or
2 any of the warranties in the Placing Agreement was breached or was untrue, inaccurate or misleading when made and/or that any of such warranties have ceased to be true or accurate or has become misleading; or
3 there are any facts or circumstances existing giving an entitlement on the part of either Joint Broker or SCM Advisory or their respective Affiliates to make a claim under the indemnification provisions in the Placing Agreement; or
4 the Company has not complied, or cannot comply with any of its obligations under the Placing Agreement or certain other agreements or documents relating to the Placing and/ or Admission; or
5 a material adverse change in respect of the Company or its group has occurred; or
6 any of various events of force majeure has occurred which would in the opinion of the Joint Brokers, be likely to prejudice the success of the Placing, dealings in the Ordinary Shares following either Admission or which makes it impractical or inadvisable to proceed with the Placing in the manner contemplated in this Announcement; or
7 the Application for Admission of the Placing Shares is refused by the London Stock Exchange.
Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.
Upon termination, the Company and the Joint Brokers and SCM Advisory shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that the exercise by the Joint Brokers of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Broker (s) (acting in good faith where required) and that the Joint Brokers will not need to make any reference to the Placees in this regard and that to the fullest extent permitted by law the Joint Brokers, SCM Advisory, the Company and their respective Affiliates shall not have any liability whatsoever to the Placees in connection with any such exercise.
Lock-up
The Company has undertaken that it shall not between the date of the Placing Agreement, and the date falling 180 days after Admission, allot or issue any Ordinary Shares (or any other interest therein or in respect thereof) or issue any options over Ordinary Shares (or any securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares) except in respect of the issuance of the Placing Shares and except (i) for the grant of any options over, or issuance of, the Company's Ordinary Shares in connection with the exercise of options under the Company's employee incentive and share option plans; (ii) for the grant of certain warrants (and/or the allotment of Ordinary shares in connection with the exercise of certain warrants previously granted) by the Company; or (iii) without having previously consulted with the Joint Brokers and taken their views into account.
No prospectus
No offering document or prospectus has been or will be prepared, submitted or approved by the FCA, the London Stock Exchange or any other authority in relation to the Placing and no such prospectus is required to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement and the business and financial information that the Company is required to publish in accordance with the Market Abuse Regulation (EU) No.596/2014 ("MAR"), the retained UK law version of MAR pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310) ("UK MAR") and the rules and practices of the London Stock Exchange and or the FCA (collectively the "Exchange Information") or has (or will have prior to Admission) published via a regulatory information service ("Publicly Available Information") (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph). Placees' commitments will also be subject to the further terms set forth in the form of confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, acknowledges and agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than (a) the Exchange Information and/or Publicly Available Information, (b) the amount of the relevant Placing participation in the oral and/or written confirmation given to Placees and (c) the trade confirmation referred to above), representation, warranty or statement made by or on behalf of the Company, the Joint Brokers, SCM Advisory, their respective Affiliates or any other person. None of the Joint Brokers, nor SCM Advisory, the Company, nor their respective Affiliates nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by either of the Joint Brokers, SCM Advisory, the Company or any of their respective Affiliates.
Each Placee, by accepting a participation in the Placing, also acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor either of the Joint Brokers, nor SCM Advisory are making any undertaking, representation or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BYQ94H38) will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+2 basis unless otherwise notified by the Joint Brokers, and is expected to occur on the Admission Date (expected to be 15 December 2022) for the Placing Shares. The Joint Brokers reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with the relevant Joint Broker stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the Joint Brokers 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 standing CREST or certificated settlement instructions that it has in place with the relevant Joint Brokers.
A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on the relevant Joint Broker's receipt of payment in full for such Placing Shares by the relevant time to be stated in the form of confirmation referred to above, or by such later time and date as the Joint Brokers and the Company may in their absolute discretion determine, or otherwise in accordance with that confirmation's terms.
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 three percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations: (a) the Company may elect at its discretion to be released from all obligations with respect to the issue of all or any such Placing Shares to such Placee; and/or (b) the Joint Brokers may sell (and each of them is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Joint Brokers (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (c) such Placee shall remain liable to the Joint Brokers for the full amount of any losses or shortfall and of any costs which they may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it. By communicating a bid for Placing Shares, each Placee confers on the Joint Brokers all such authorities and powers necessary to carry out any such sale under this paragraph and agrees to ratify and confirm all actions, which either Joint Broker lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither the Joint Brokers nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing or any other payment or remuneration in connection with the Placing, whether directly or indirectly.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on each such Placee's behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to each of the Joint Brokers, Singer Capital Markets Advisory LLP and the Company, in each case as a fundamental term of its application for Placing Shares, that:
1 it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms and conditions of the Placing as referred to and included in this Announcement (including this Appendix);
2 it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
3 in the case of a Relevant Person in a member state of the EEA which is subject to the Prospectus Regulation (each a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:
a) it is an EEA Qualified Investor; and
b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:
I. 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 offer or resale to, persons in any Relevant Member State other than EEA Qualified Investors or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; or
II. where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than EEA Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
4 in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
a) it is a UK Qualified Investor; and
b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:
I. 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 offer or resale to, persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; or
II. where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
5 it is outside of the United States and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act;
6 it, and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares, is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act;
7 it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a national or resident of, or a corporation, partnership or other entity organised under the laws of, or with an address in any Restricted Jurisdiction, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of any Restricted Jurisdiction and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
8 it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
9 it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules (Amendment) Instrument 2020 (FCA 2020/73);
10 if in the United Kingdom, unless otherwise agreed by the Joint Brokers, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
11 it has not distributed, and will not distribute, any materials relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (with respect to which it has the authority to make the statements set out in this Announcement) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
12 acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;
13 the ordinary shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's financial information, including balance sheets, income statements or similar statements and that it is able to obtain or access the Exchange Information and Publicly Available Information and that it has reviewed such Exchange Information and Publicly Available Information;
14 in accepting its participation in the Placing, it is relying solely on this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph) and not on any other information given, or representation, warranty or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. Subject to paragraphs 18 and 19 below, it agrees that neither the Company nor the Joint Brokers, nor SCM Advisory nor any of their respective Affiliates nor persons acting on their behalf will have any liability for any other information, warranty or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;
15 it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current;
16 neither the Joint Brokers, nor SCM Advisory, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested that the Joint Brokers nor any of their respective Affiliates nor any person acting on their behalf provide it with any such material or information; nor is it relying on any investigation that the Joint Brokers or SCM Advisory, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company;
17 the content of this Announcement is exclusively the responsibility of the Company and neither the Joint Brokers , nor SCM Advisory nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither the Joint Brokers , nor SCM Advisory nor any of their respective Affiliates nor any person acting on their behalf will 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;
18 it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for Placing Shares. It further represents and warrants that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It also represents and warrants that it has had sufficient time to consider and has conducted its own investigation with respect to the offer and subscription for Placing Shares, including the tax, legal and other economic considerations, and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
19 it has not relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing and is not purchasing the Placing Shares on the basis of material non-public information or inside information (as defined under UK MAR);
20 if it has received any confidential price sensitive information (including inside information as defined under UK MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of UK MAR and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
21 it is aware of its obligations regarding insider dealing, including, without limitation, as contained within in the Criminal Justice Act 1993 and UK MAR, and confirms that it has and will continue to comply with those obligations;
22 it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement, on the due time and date set out herein or therein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as the Joint Brokers and the Company determine;
23 it will not make any offer to the public of those Placing Shares to be subscribed for by it for the purposes of the Prospectus Regulation Rules made by the FCA;
24 it has not relied on any information relating to the Company contained in any research reports prepared by either Joint Broker, nor SCM Advisory nor their respective Affiliates or any person acting on their behalf and understands that (a) neither the Joint Brokers, nor SCM Advisory nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (b) neither the Joint Brokers, nor SCM Advisory, nor any of their respective Affiliates, nor any person acting on their behalf, has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of this Announcement or otherwise; and (c) neither the Joint Brokers, nor SCM Advisory, nor any of their respective Affiliates, nor any person acting on their behalf, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of this Announcement or otherwise;
25 it (a) is entitled to acquire Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (b) has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement including this Appendix) which may be required thereunder and has complied with all necessary formalities; (c) has all necessary capacity and authority and is entitled to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations, and to make the representations and agreements contained on this Appendix; (d) has paid any issue, transfer or other taxes due in connection with its participation in the Placing in any territory; (e) has not taken any action which will or may result in the Company, or the Joint Brokers or nor SCM Advisory or any of their Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing; and (f) if it is a pension fund or investment company, is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
26 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 it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this Announcement has not been approved by the Joint Brokers in their capacity as authorised persons under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
27 it is aware of, has complied with and will comply with all applicable laws with respect to anything done by it, or on its behalf, in relation to the Placing Shares (including, without limitation, all relevant provisions of FSMA and the Financial Services Act 2012) in respect of anything done in, from or otherwise involving the United Kingdom;
28 it is aware of and has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if it is 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 Money Laundering Regulations;
29 in order to ensure compliance with the Money Laundering Regulations, each Joint Broker or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to a Joint Broker or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at a Joint Broker's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at a Joint Broker's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, the relevant Joint Broker (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the Joint Broker and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on subscription, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
30 its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
31 it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out in this Announcement or any form of confirmation issued pursuant to this Announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Brokers or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall of the net proceeds of such sale below the Placing proceeds of such Placing Shares and may be required to bear any costs, commissions, stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
32 neither the Joint Brokers, nor SCM Advisory, nor any of their respective Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and that neither the Joint Brokers, nor SCM Advisory, nor any of their respective Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Brokers' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
33 it irrevocably appoints the Joint Brokers and any of their duly authorised officers as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
34 any person who confirms to a relevant Joint Broker on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises a Joint Broker to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;
35 the agreement to settle each Placee's allocation of Placing Shares (and/or the allocation of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable and the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and acknowledges that neither the Company nor the Joint Brokers, nor SCM Advisory will be responsible. If this is the case, the Placee should take its own advice and notify the Joint Brokers, or either of them, accordingly;
36 it agrees to participate in the Placing on the basis that the Placing Shares will be allotted to the CREST stock account of a Joint Broker who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
37 any money held in an account with either Joint Broker on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under 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 Joint Broker's money in accordance with the client money rules and will be used by the Joint Brokers in the course of its business; and the Placee will rank only as a general creditor of the Joint Broker;
38 neither it nor, as the case may be, its clients expect the Joint Brokers to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that the Joint Brokers are not acting for it or its clients, and that the Joint Brokers will not be responsible for providing the protections afforded to customers of the Joint Brokers or for providing advice in respect of the transactions described in this Announcement;
39 time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;
40 the basis of any Placee's allocation in the Placing will be determined together by the Joint Brokers and the Company in their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;
41 its commitment to subscribe for Placing Shares on the terms set out in this Announcement including this Appendix 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 conduct of the Placing;
42 each Joint Broker, and their respective Affiliates acting as an investor for its or their own account(s) may, subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, each Joint Broker and/or any of their respective Affiliates acting as an investor for its or their own account(s). Each Placee further acknowledges that the Joint Brokers and their respective Affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Brokers and any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither the Joint Brokers nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
43 it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
44 any documents or communication sent to a Placee will be sent at the Placee's risk and may be sent to any address notified by it to either of the Joint Brokers;
45 the exercise by any of, or both of, the Joint Brokers or by SCM Advisory of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Brokers or SCM Advisory, as appropriate and the relevant Joint Broker or the Joint Brokers (acting jointly) (as the case may be) or SCM Advisory need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against either of the Joint Brokers, or SCM Advisory or the Company, or any of their respective Affiliates, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
46 the Company, the Joint Brokers and others will rely upon the truth and accuracy of the confirmations, acknowledgements, representations, warranties, indemnities, agreements and undertakings in this Announcement including this Appendix ("Placing Confirmations") and, if any of the foregoing Placing Confirmations is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Brokers;
47 if it is subscribing for the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the Placing Confirmations on behalf of each such accounts;
48 it agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Brokers, SCM Advisory, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it of the Placing Confirmations; and
49 its participation in the Placing, these terms and conditions and any contractual or non-contractual obligations arising out of, or in relation thereto, shall be governed by and construed in accordance with English law and that the courts of England shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Joint Brokers or the Company in any jurisdiction.
The Placing Confirmations referred to above are given to each of the Company and the Joint Brokers (for their own benefit and, where relevant, the benefit of their respective Affiliates) and any person acting on their behalf, are irrevocable and shall not be capable of termination by it in any circumstances and will survive completion of the Placing and Admission.
Each Placee, and any person acting on behalf of the Placee, acknowledges that none of the Joint Brokers or SCM Advisory owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
The rights and remedies of the Joint Brokers 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 or partial exercise of one will not prevent the exercise of others. The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Brokers.
No claim shall be made against the Company, the Joint Brokers, SCM Advisory or their respective Affiliates or any other person acting on their behalf by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Joint Brokers, nor SCM Advisory 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 after-tax basis and to hold harmless the Company and the Joint Brokers and SCM Advisory in the event that any of the Company and/or the Joint Brokers and/or SCM Advisory have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Brokers accordingly.
In addition, Placees should note that they will be liable for any 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 them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. The Joint Brokers shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole responsibility of the Company.
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