Accelerated Book Build

RNS Number : 3931W

Redx Pharma plc

09 February 2017

 

THE FOLLOWING ANNOUNCEMENT WAS RELEASED BY THE COMPANY AT 6.30 P.M. ON WEDNESDAY 8 FEBRUARY 2017.

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, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN REDX PHARMA PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Redx Pharma plc

("Redx" or the "Company")

Proposed Placing and Subscription to raise £12 million

and

Open Offer for Subscription to raise up to £2.9 million

Redx Pharma plc (AIM: REDX) the drug discovery and development company, is pleased to announce that it is proposing to raise £12 million, before expenses, by way of a Placing of up to 20.5 million Placing Shares and a Subscription of 11,500,000 Subscription Shares by Lanstead Capital L.P., an institutional investor, together with a related sharing agreement, both at a price of 37.5 pence per share. The net proceeds of the Placing and Subscription (expected to be approximately £11.15 million) will allow the Group, inter alia, to continue to progress its pipeline. 

The Placing will be conducted by way of an accelerated bookbuild process which will be launched immediately following this announcement, in accordance with the terms and conditions set out in the Appendix to this announcement. Cantor Fitzgerald and WG Partners are acting as joint bookrunners in connection with the Placing. A Placing Agreement has been entered into today between the Company, Cantor Fitzgerald and WG Partners in connection with the Placing. 

The Issue Price represents a discount of approximately 9.6 per cent. to the price of 41.5 pence per Existing Ordinary Share, being the Closing Price on the business day prior to the announcement of the Transaction.

The final number of Placing Shares will be agreed by Cantor Fitzgerald, WG Partners and Redx at the close of the bookbuild, and the result of the Placing will be announced as soon as practicable thereafter. The timing for the close of the bookbuild and allocation of the Placing Shares shall be at the discretion of Cantor Fitzgerald, in consultation with the Company. The Placing is not underwritten.

Pursuant to a Subscription Agreement with the Company, Lanstead has conditionally agreed to subscribe for 11,500,000 Subscription Shares at 37.5 pence representing gross proceeds of £4,312,500. £646,875 of the Subscription proceeds (being 15 per cent. of the gross proceeds of the Subscription) will be retained by the Company and £3,665,625 (being 85 per cent. of the gross proceeds of the Subscription) will be pledged to Lanstead under a Sharing Agreement pursuant to which Lanstead will make monthly settlements (subject to adjustment upwards or downwards, as measured against a Benchmark Price of 50 pence per Ordinary Share) to the Company over 18 months, as more particularly detailed in the Circular. As a result of entering into the Sharing Agreement the aggregate amount received by the Company under the Subscription and the related Sharing Agreement may be more or less than £4,312,500, as further explained in the Circular. 

In addition, the Company has also agreed to issue to Lanstead 575,000 Value Payment Shares pursuant to the Sharing Agreement at Second Admission.

In addition, in order to provide Shareholders who do not take part in the Placing and Subscription with an opportunity to participate in the proposed issue of New Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares, to raise up to a further £2.93 million (before expenses), on the basis of 1 Open Offer Share for every 12 Existing Ordinary Shares held on the Record Date, at 37.5 pence per share. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.  

The Firm Placing Shares to be issued pursuant to the Placing will be issued on a non-pre-emptive basis, utilising the existing Shareholder authorities put in place at the Company's general meeting on 13 April 2016. Application will be made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and that dealings in the Firm Placing Shares, will commence at 8.00 a.m. on 15 February 2017.

The issue of the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares are conditional, inter alia, on the passing by Shareholders of certain resolutions at a General Meeting of the Company, which is being convened for 10.00 a.m. on 27 February 2017. Application will also be made to the London Stock Exchange for the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares to be admitted to trading on AIM ("Second Admission"). It is expected that Second Admission will become effective and that dealings in the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares will commence at 8.00 a.m. on 28 February 2017 (being the business day following the General Meeting).

If, following the issue of the Firm Placing Shares, the conditions relating to the issue of the Conditional Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms, the Conditional Placing Shares will not be issued and the Company will not receive the related placing monies. In this situation, the Company will not have sufficient working capital for the next 12 months and would have to seek additional funding.

Background to and reasons for the Transaction

Redx is a drug discovery and development company, formed in 2010, which was successfully admitted to trading on the AIM Market of the London Stock Exchange in March 2015, simultaneously raising £15 million (before expenses). The Company is run by a commercially and scientifically experienced management team with a track record of success.

Since the IPO in 2015, Redx has made significant progress with its existing research programs. The Company is focused on creating proprietary, best-in-class or first-in-class small-molecule drugs in areas of significant unmet medical need, primarily in cancer and immunology. This pipeline strategy has been validated by the progression of its first two high-value clinical candidates: the Bruton's tyrosine kinase reversible inhibitor RXC005 and the Porcupine inhibitor RXC004, in lucrative therapeutic areas with substantial commercial potential and medical need. In addition, multiple partnerships have been formed, such as those with AstraZeneca, a global pharmaceutical company, and the NHS.

The Company's strategy is to maximise shareholder value by advancing select programs into clinical development and delivering meaningful patient data. This ensures the Company will retain economic interest in high value products. Redx's philosophy is to create high-value therapies whilst addressing the limitations of existing treatments.

On 24 March 2016, the Company raised a further £10 million (before expenses) by way of a placing of new Ordinary Shares with both new institutional investors and existing Shareholders. Since then Redx has made further significant progress in its R&D pipeline, highlights of which include:

·      Pre-clinical proof-of-concept achieved with reversible Bruton's tyrosine kinase (BTK) inhibitor

·      Development candidate, RXC005, selected for the reversible BTK program for chronic lymphocytic leukaemia (CLL) and other B-cell conditions

·      Identification of a potential role for the Porcupine inhibitor RXC004 in cancer immunotherapy 

Redx is now aggressively progressing these lead assets into clinic in 2017.

Future plans for RXC005

RXC005 is targeted to enter clinical development in late 2017. It has the potential to be the best-in-class treatment for CLL and other B-cell conditions. In addition to oncology, RXC005 has potential applications in autoimmune diseases, such as rheumatoid arthritis, lupus and Sjögren's syndrome.

Future plans for RXC004

RXC004 offers the potential to be a first-in-class drug for several difficult-to-treat cancers, including gastric, biliary and pancreatic. In addition, the potential for a combination with PD-1 inhibitors that will improve their effectiveness represents a substantial commercial opportunity.

Initially Redx will be assessing safety in patients with solid tumours. Data from these studies is anticipated during 2017. In 2018, data should become available from expansion arms studying RXC004 in patients with biliary, gastric and pancreatic cancers. There will also be the potential, to examine the effect of RXC004 as an immuno-oncology combination therapy.

Summary of Redx's pipeline

Redx's pipeline is at the forefront of next generation therapies of unmet medical need. In addition to the two lead compounds RXC004 and RXC005 Redx has several earlier stage pre-clinical small molecules aimed for oncology and immunology indications.

Use of Proceeds

Redx intends to use the proceeds from the Placing plus the £0.65m retained pursuant to the Subscription to progress Porcupine (RXC004) through clinical trials to achieve patient safety data, undertake pre-clinical studies on BTK (RXC005) with a view to making it clinic ready and for general working capital purposes for the Group.

In addition, any further monies received under the Subscription and Open Offer will be used to further support the Company's oncology and immunology pipelines as well as general working capital purposes.

As Redx moves its lead programs into clinical development, the Company will continue to balance its resources to ensure that projects are progressed in the most efficient way. As a result, in line with this maturing of the pipeline, an increasing proportion of costs will be allocated to external spend to support Redx's development-stage programs. However, Redx will continue to support its research activities to ensure that the front end of the Company's pipeline remains well-stocked. The Board and management will continue to assess options on an on-going basis to ensure that Redx extracts maximum value from its pipeline assets.

For further information, please contact:

Redx Pharma Plc
Neil Murray, Chief Executive	T: [phone]
Karl Hård, Head of Investor Relations & Corporate Communications	T: [phone]
Cantor Fitzgerald Europe (Nomad & Broker)	T: [phone]
Phil Davies/ Michael Reynolds
WG Partners LLP (Joint Broker)	T: [phone]
Claes Spång / Chris Lee / David Wilson

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section below.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral 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.

About Redx Pharma Plc

Company website: Redxpharma.com

Redx is focused on the discovery and development of proprietary, small molecule therapeutics to address areas of high, unmet medical need, principally in cancer, infection and immunology, providing a pipeline of assets to larger and emerging companies. By improving the characteristics of existing drug classes to create highly differentiated, novel, best-in-class drugs, Redx has already established a portfolio of 14 proprietary drug programs. Seven proof of concepts have been achieved across five programs, with relevance for respective therapies to treat MRSA, gonorrhoea, bone tumours, skin, brain, breast, pancreatic and blood cancers.

ADDITIONAL INFORMATION

Current Trading

Redx announced its interim results for the six months ended 30 March 2016 on 24 May 2016. Financial highlights for the period included net cash at 31 March 2016 of £4.4 million (H1 2015: £13.8 million); comprehensive loss of £7.1 million (H1 2015: £3.2 million) and a successful share placing to raise £10 million (gross) completed in April 2016, after period end.

Details of the Transaction

The Company is proposing to raise £12 million before expenses by way of a Placing of up to 20.5 million Placing Shares and a Subscription of 11,500,000 Subscription Shares, at 37.5 pence per share. Alongside the Placing and Subscription, the Company is making an Open Offer pursuant to which it may raise a further amount of up to £2.93 million (before expenses). The proposed issue price of 37.5 pence per Open Offer Share is the same price as the price at which New Shares are being issued pursuant to the Placing and Subscription, as the case may be. In addition, in satisfaction of a fee payable to Lanstead as part of the Subscription and pursuant to the Sharing Agreement, 575,000 Value Payment Shares will be issued to Lanstead at Second Admission.

Placing

Cantor Fitzgerald and WG Partners, as agents for Redx, have agreed to use reasonable endeavours to place the Firm Placing Shares and the Conditional Placing Shares at the Issue Price, representing gross proceeds of £7.69 million. The Placing, which will be conducted by way of an accelerated bookbuild process which will be launched immediately following this announcement and will comprise of up to 7,499,389 Firm Placing Shares and 13,000,611 Conditional Placing Shares. The Firm Placing Shares will be issued on a non-pre-emptive basis, utilising the existing Shareholder authorities put in place at the Company's general meeting held on 13 April 2016. 7,232,723 of the Firm Placing Shares will be issued to investors seeking to benefit from the tax advantage pursuant to the EIS legislation. The Company has obtained advance assurance from HM Revenue & Customs that 7,232,723 of the Firm Placing Shares will satisfy the requirements for tax relief under EIS.

The Placing of the Firm Placing Shares is conditional, inter alia, on the following:

i.      the Placing Agreement not being terminated prior to First Admission; and

ii.    First Admission having become effective on or before 8.00 a.m. on 15 February 2017 (or such later date and/or time as the Company, Cantor Fitzgerald and WG Partners may agree, being no later than 14 March 2017).

The Placing of the Conditional Placing Shares is conditional, inter alia, on the following:

i.      First Admission having become effective;

ii.    Resolutions 1 and 3 being passed at the General Meeting;

iii.   the Placing Agreement not being terminated prior to Second Admission and otherwise having become unconditional in all respects;

iv.    the Subscription having become unconditional subject only to Admission;

v.     Second Admission having become effective on or before 8 a.m. on 28 February 2017 (or such later date and/or time as the Company, Cantor Fitzgerald and WG Partners may agree not being later than 14 March 2017).

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Placing Shares are not subject to clawback and are not part of the Open Offer. The Placing is not underwritten.

If, following the issue of the Firm Placing Shares, the conditions relating to the issue of the Conditional Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms, the Conditional Placing Shares will not be issued and the Company will not receive the related placing monies. In this situation, the Company will not have sufficient working capital for the next 12 months and would have to seek additional funding.

Subscription and Sharing Agreement

Pursuant to a Subscription Agreement with the Company, Lanstead has conditionally agreed to subscribe for 11,500,000 Subscription Shares at the Issue Price representing gross proceeds of £4,312,500. £646,875 of the Subscription proceeds (being 15 per cent. of the gross proceeds of the Subscription) will be retained by the Company and £3,665,625 (being 85 per cent. of the gross proceeds of the Subscription) will be pledged to Lanstead under a Sharing Agreement pursuant to which Lanstead will make monthly settlements (subject to adjustment upwards or downwards, as measured against a Benchmark Price of 50 pence per Ordinary Share) to the Company over 18 months, as more particularly detailed in the Circular. As a result of entering into the Sharing Agreement the aggregate amount received by the Company under the Subscription and the related Sharing Agreement may be more or less than £4,312,500, as further explained in the Circular. 

In addition, the Company has also agreed to issue to Lanstead 575,000 Value Payment Shares pursuant to the Sharing Agreement at Second Admission.

The Subscription and the Sharing Agreement are conditional, inter alia, on the following:

i.      Resolutions 1 and 3 being passed at the General Meeting;

ii.    the Subscription Agreement not being terminated prior to Second Admission and otherwise being unconditional in all respects;

iii.   Second Admission becoming effective on or before 8.00 a.m. on 28 February 2017.

The Subscription Shares and the Value Payment Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Subscription Shares and the Value Payment Shares are not subject to clawback and are not part of the Placing or the Open Offer. The Subscription is not underwritten.

Summaries of the terms of the Subscription Agreement and the related Sharing Agreement are set out in the Circular.

Open Offer

Subject to the fulfilment of the conditions set out below (and as further detailed in the Circular), Qualifying Shareholders may subscribe for Open Offer Shares in proportion to their holding of Existing Ordinary Shares held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer.

The Open Offer is conditional, inter alia, on the following:

i.              Resolutions 1 and 3 being passed at the General Meeting;

ii.            the Placing Agreement not being terminated prior to Second Admission and becoming and otherwise having become unconditional in all respects; and

iii.           First Admission having become effective and Second Admission becoming effective on or before 8.00 a.m. on 28 February 2017 (or such later date and/or time as the Company, Cantor Fitzgerald and WG Partners may agree, being no later than 14 March 2017).

Basic Entitlement

On, and subject to the terms and conditions of the Open Offer, the Company invites Qualifying Shareholders to apply for their Basic Entitlement of Open Offer Shares at the Issue Price. Each Qualifying Shareholder's Basic Entitlement has been calculated on the following basis:

1 Open Offer Share for every 12 Existing Ordinary Shares held at the Record Date

Basic Entitlements will be rounded down to the nearest whole number of Ordinary Shares.

Excess Entitlement

Qualifying Shareholders are also invited to apply for additional Open Offer Shares (up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer) as an Excess Entitlement. Any Open Offer Shares not issued to a Qualifying Shareholder pursuant to their Basic Entitlement will be apportioned between those Qualifying Shareholders who have applied for an Excess Entitlement at the sole discretion of the Board, provided that no Qualifying Shareholder shall be required to subscribe for more Open Offer Shares than he or she has specified on the Application Form or through CREST.

Qualifying CREST Shareholder stock accounts will be credited as soon as possible after 8.00 a.m. on 10 February 2017 with Excess Entitlements equal to 10 times the total number of Existing Ordinary Shares held in such Qualifying CREST Shareholder's name as at the Record Date.

If however Qualifying CREST Shareholders wish to apply for more than 10 times the total number of Existing Ordinary Shares held in such Qualifying Shareholder's name as at the Record Date, the Qualifying CREST Shareholder should contact the Receiving Agent by telephone on the number stated in the Circular who will arrange for the additional Excess Entitlements to be credited to the relevant CREST account of the Qualifying CREST Shareholder.

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Second Admission. The Open Offer is not underwritten.

Qualifying Shareholders should note that the Open Offer is not a ''rights issue''. Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims. Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares under the Open Offer.

Settlement and dealings

Application will be made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and that dealings in the Firm Placing Shares, will commence at 8.00 a.m. on 15 February 2017.

Application will also be made to the London Stock Exchange for the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares to be admitted to trading on AIM ("Second Admission"). It is expected that Second Admission will become effective and that dealings in the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares will commence at 8.00 a.m. on 28 February 2017 (being the business day following the General Meeting).

Overseas Shareholders

The Open Offer Shares have not been and are not intended to be registered or qualified for sale in any jurisdiction other than the United Kingdom. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Application Form will not be sent to Shareholders with registered addresses in, or who are resident or located in the United States or another Restricted Jurisdiction since to do so would require compliance with the relevant securities laws of that jurisdiction. The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares which appears to the Company or its agents or professional advisers to have been executed, effected or despatched in a manner which may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents or professional advisers believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of share certificates for Open Offer Shares, or in the case of a credit of Open Offer Shares in CREST, to a CREST member whose registered address would not be in the UK.

Notwithstanding the foregoing and any other provision of the Circular or the Application Form, the Company reserves the right to permit any Qualifying Shareholder to apply for Open Offer Shares if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

Part IV of the Circular together with the accompanying Application Form, in the case of Qualifying non-CREST Shareholders, contains the terms and conditions of the Open Offer.

If a Qualifying Shareholder does not wish to apply for Open Offer Shares he should not complete or return the Application Form or send a USE message through CREST.

Qualifying non-CREST Shareholders

If you are a Qualifying non-CREST Shareholder you will have received an Application Form, which accompanies the Circular and which gives details of your Basic Entitlement (as shown by the number of the Open Offer Shares allocated to you). If you wish to apply for Open Offer Shares under the Open Offer you should complete the accompanying Application Form in accordance with the procedure for application set out in the Circular and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post to Equiniti Limited at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive as soon as possible and in any event no later than 11.00 a.m. on 24 February 2017.

Qualifying CREST Shareholders

Application will be made for the Open Offer Entitlements of Qualifying CREST Shareholders to be credited to stock accounts in CREST. It is expected that the Open Offer Entitlements will be credited to stock accounts in CREST on 10 February 2017. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. If you are a Qualifying CREST Shareholder, no Application Form is enclosed but you will receive credits to your appropriate stock account in CREST in respect of the Basic Entitlements to which you are entitled. You should refer to the procedure for application set out in the Circular. The relevant CREST instruction must have settled by no later than 11.00 a.m. on 24 February 2017.

General Meeting

A General Meeting will be held at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH on 27 February 2017 at 10.00 a.m. where the following Resolutions will be proposed:

Resolution 1 - An ordinary resolution to authorise the Directors to allot relevant securities for the purposes of section 551 of the Act provided that such power be limited to the allotment of the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares up to an aggregate nominal amount of £328,837.74.  

Resolution 2 - An ordinary resolution to authorise the Directors to:

•              allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £446,937.07, which represents one third of the enlarged issued share capital of the Company immediately following Second Admission; and

•              allot equity securities in connection with a rights issue in favour of (i) holders of ordinary shares in proportion to their respective holdings of ordinary shares; and (ii) to holders of other equity securities as required by the rights attached to those securities or as the Directors otherwise consider necessary up to a maximum nominal amount of £446,937.07, which represents one third of the enlarged issued share capital of the Company immediately following Second Admission.

Resolution 3 - A special resolution to authorise the Directors to allot equity securities for cash, pursuant to the authority conferred on them by Resolution 1, and to dis-apply statutory pre-emption rights in respect of the allotment of such shares, as if section 561 of the Act did not apply to such allotment, provided that such power shall be limited to the allotment of the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares up to an aggregate nominal amount of £328,837.74. This Resolution is conditional upon the passing of Resolution 1.

Resolution 4 - A special resolution to authorise the Directors generally to allot and issue equity securities for cash, up to a maximum nominal amount of £268,162.24, which represents 20 per cent. of the enlarged issued share capital of the Company immediately following Second Admission. This Resolution is conditional upon the passing of Resolution 2.

The authorities and the powers described in Resolutions 1 to 4 above will (unless previously revoked or varied by the Company in general meeting) expire on the date 3 months from the passing of such Resolutions or at the conclusion of the next annual general meeting of the Company following the passing of the Resolutions, whichever occurs first. The authority and the power described in Resolutions 1 to 4 above are in addition to and in substitution of any like authority or power previously conferred on the Directors.

Irrevocable commitments

The Directors, who in aggregate hold 4,483,977 Existing Ordinary Shares, representing approximately 4.8 per cent. of the existing issued ordinary share capital of the Company, have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting.

Risk Factors and Additional Information

The Circular to be posted to Shareholders later today, also contains a number of risk factors and additional information on the Open Offer and the Company.

Expected Timetable of Principal Events

Record Date for entitlements under the Open Offer	Close of business	6 February 2017
Announcement of the proposed Placing and Subscription and Open Offer		8 February 2017
Ex-entitlement Date of the Open Offer	7.00 a.m.	9 February 2017
Announcement of the result of the Placing and publication and posting of the Circular (including Notice of General Meeting), Application Forms and Forms of Proxy		9 February 2017
Open Offer Entitlements and Excess Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	As soon as possible after 8.00 a.m.	10 February 2017
First Admission and commencement of dealings in Firm Placing Shares	8.00 a.m.	15 February 2017
Firm Placing Shares in uncertificated form expected to be credited to accounts in CREST	As soon as possible after 8.00 a.m.	15 February 2017
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess Entitlements from CREST	4.30 p.m.	20 February 2017
Latest time and date for depositing Open Offer Entitlements and Excess Entitlements into CREST	3.00 p.m.	21 February 2017
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3.00 p.m.	22 February 2017
Latest time and date for receipt of Forms of Proxy	10.00 a.m.	23 February 2017
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m.	24 February 2017
Announcement of result of Open Offer		24 February 2017
General Meeting	10.00 a.m.	27 February 2017
Announcement of the results of the General Meeting		27 February 2017
Second Admission and commencement of dealings in Conditional Placing Shares, Subscription Shares, Value Payment Shares and Open Offer Shares	8.00 a.m.	28 February 2017
Conditional Placing Shares, Subscription Shares, Value Payment Shares and Open Offer Shares in uncertificated form expected to be credited to accounts in CREST	As soon as possible after 8.00 a.m.	28 February 2017
Despatch of definitive share certificates for the New Shares in certificated form	Within 10 business days of the relevant Admission

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context otherwise requires:

Act	the Companies Act 2006 (as amended)
Admission	First Admission and/or Second Admission as the context dictates
AIM	the market of that name operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time
Application Form	the application form relating to the Open Offer for use by Qualifying non-CREST Shareholders
Articles	the articles of association of the Company in force at the date of this announcement
AstraZeneca	AstraZeneca UK Limited, a subsidiary of AstraZeneca plc
Basic Entitlement(s)	the pro rata entitlement for Qualifying Shareholders to subscribe for Open Offer Shares, pursuant to the Open Offer
Benchmark Price	50 pence per Ordinary Share
Board or the Directors	the directors of the Company
Cantor Fitzgerald, Cantor or Nominated Adviser & Joint Broker	Cantor Fitzgerald Europe, the Company's Nominated Adviser & Joint Broker
certified or in certificated form	in relation to a share or other security, a share or other security that is not in uncertificated form, that is not in CREST
Circular	the circular to be sent to Shareholders, dated 9 February 2017
Closing Price	the closing middle market quotation of a share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
Company	Redx a company incorporated in England and Wales with company number 7368089 whose registered office is at Floor 9, Lowry House, 17 Marble Street, Manchester, Greater Manchester M2 3AW
Conditional Placing	the Placing of up to 13,000,611 New Shares subject to the passing of Resolutions 1 and 3 at the General Meeting
Conditional Placing Shares	the New Shares to be issued subject to the Conditional Placing
CREST	the relevant system (as defined in the CREST Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities, operated by Euroclear, in accordance with the same regulations
CREST Manual	the rules governing the operation of CREST, as published by Euroclear
CREST member	a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations)
CREST Regulations	the Uncertified Securities Regulations 2001 (SI 2001 No. 3875), as amended
EIS	the Enterprise Investment Scheme introduced by Schedule 6 of the Finance Act 2012
EIS Relief	the relief available to investors under EIS
EU	the European Union
Euroclear	Euroclear UK & Ireland Limited, the operator of CREST
Excess Entitlement(s)	Open Offer Shares in excess of the Basic Entitlement, but not in excess of the total number of Open Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer
Excess Application Facility	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of the Basic Entitlement in accordance with the terms and conditions of the Open Offer
Ex-entitlement Date	the date on which the Existing Ordinary Shares are marked 'ex' for entitlement under the Open Offer being 9 February 2017
Existing Ordinary Shares	the 93,697,957 Ordinary Shares in issue as at the date of this announcement being the entire issued share capital of the Company prior to the Transaction
FCA	the Financial Conduct Authority of the UK
Firm Placing Shares	the New Shares to be issued subject to the Firm Placing, of which 7,499,389 of the Firm Placing Shares are intended to benefit from EIS Relief
Firm Placing	the Placing of New Shares at the Placing Price
First Admission	admission of the Firm Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
Form of Proxy	the form of proxy which will accompany the Circular for use in connection with the General Meeting
FSMA	the Financial Services and Markets Act 2000 (as amended)
General Meeting	the general meeting of the Company, to be held at 10.00 a.m. on 27 February 2017 at the offices of Covington & Burling LLP at 265 Strand, London, WC2R 1BH
Group	together the Company and its subsidiary undertaking
Issue Price Lanstead	37.5 pence per New Share Lanstead Capital L.P.
London Stock Exchange	London Stock Exchange plc
Measured Price	calculated as the average volume weighted share price of the Company's Ordinary Shares over an agreed period prior to the monthly settlement date
New Shares	up to 40,383,163 new Ordinary Shares to be issued pursuant to the Transaction (being the Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares)
NHS	The National Health Service
Notice of General Meeting	the notice convening the General Meeting set out at the end of the Circular
Official List	the Official List of the UKLA
Open Offer	the conditional invitation to Qualifying Shareholders to apply for the Open Offer Shares at the Issue Price on the terms and conditions outlined in the Circular and, where relevant, in the Application Form
Open Offer Entitlements	entitlements for Qualifying Shareholders to subscribe for Open Offer Shares pursuant to the Basic Entitlement and Excess Entitlement
Open Offer Shares	up to 7,808,163 new Ordinary Shares to be issued pursuant to the Open Offer
Ordinary Shares	ordinary shares of one penny each in the capital of the Company having the rights and being subject to the restrictions contained in the Articles
Overseas Shareholders	Shareholders with registered addresses, or who are citizens or residents of, or incorporated in Restricted Jurisdictions
Placees	any person who has agreed to subscribe for Placing Shares
Placing	the placing by Cantor Fitzgerald and WG Partners, as agents of and on behalf of the Company, of Placing Shares at the Issue Price on the terms and subject to the conditions in the Placing Agreement
Placing Agreement	the conditional agreement dated 9 February 2017 between the Company, Cantor Fitzgerald and WG Partners
Placing Shares	the Firm Placing Shares and the Conditional Placing Shares to be issued pursuant to the Placing
Qualifying CREST Shareholders	Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in uncertificated form in CREST
Qualifying non-CREST Shareholders	Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in certificated form
Qualifying Shareholders	holders of Existing Ordinary Shares other than Overseas Shareholders, whose names appear on the register of members of the Company on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer
Receiving Agent	Equiniti Limited
Record Date	6 February 2017
Registrar	Equiniti Limited
Restricted Jurisdictions	the United States, Australia, Canada, Japan, the Republic of South Africa and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law
Second Admission	admission of the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules
Securities Act	the United States Securities Act of 1933, as amended
Shareholders	registered holders of Ordinary Shares
Sharing Agreement	the sharing agreement dated 9 February 2017 between the Company and Lanstead
Subscription	the conditional share subscription by Lanstead for the Subscription Shares subject to the conditions of the Subscription Agreement, and the issue of Value Payment Shares pursuant to the Sharing Agreement
Subscription Agreement	the conditional agreement dated 9 February 2017 between the Company and Lanstead
Subscription Shares	the 11,500,000 new Ordinary Shares to be issued pursuant to the Subscription
Transaction	together, the Placing, Subscription and Open Offer
UK	the United Kingdom of Great Britain and Northern Ireland
UKLA	the UK Listing Authority, being the FCA acting as the competent authority for the purposes of Part VI of the FSMA
uncertificated or in uncertificated form	a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated from in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
US or United States	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
USE Value Payment Shares	unmatched stock event the 575,000 new Ordinary Shares to be issued to Lanstead in satisfaction of a fee pursuant to the Sharing Agreement
WG Partners, WG or Joint Broker	WG Partners LLP

A reference to £ is to pounds sterling, being the lawful currency of the UK.

IMPORTANT NOTICE

This announcement, including the Appendix (together, the "Announcement"), and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions"). The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (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 or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. 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 in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, 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 would be unlawful. This Announcement and the information contained in it is not for publication or distribution, 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.

No action has been taken by the Company, Cantor Fitzgerald, WG Partners or any of their respective directors, officers, partners, agents, employees or 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.

This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (the "Prospectus Directive"), (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc." in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended ("FSMA") or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person.

This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.

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 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 apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

Certain statements in this Announcement are forward-looking statements 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", "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 UK Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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. 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.

Cantor Fitzgerald, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor Fitzgerald or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WG Partners or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, Cantor Fitzgerald or WG Partners or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than to trading on AIM.

The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

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.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

TERMS AND CONDITIONS OF THE PLACING

FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION

The information contained herein is restricted and is not for publication, release or distribution directly or indirectly in or into the United States, Canada, Australia, Japan, the Republic of South Africa, or any other jurisdiction where to do so would be unlawful.

Each Placee should consult with its own advisers as to legal, regulatory, tax, business and related aspects of any subscription for Placing Shares.

These Terms and Conditions (the "Terms and Conditions") do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any Ordinary Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this Announcement in their jurisdiction (all such persons being "Relevant Persons"). In particular, these Terms and Conditions do not constitute an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any Ordinary Shares or other securities of the Company in the United States, Canada, Australia, Japan or the Republic of South Africa, subject to certain limited exemptions.

Members of the public are not eligible to take part in the Placing and each Placee agrees, undertakes and warrants that it is not acquiring Placing Shares on behalf of members of the public or its Retail clients (as that term is defined in the Rules of the FCA), save where the Placee does so on a fully discretionary basis and without reference to any such Retail clients. In the UK, the Placing and these Terms and Conditions are directed only at persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses and who have professional experience in matters relating to investments falling within the definition of 'investment professionals' in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") or are high net worth body corporates, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49 of the FPO or to whom they may otherwise lawfully be communicated.

The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any other securities legislation of any state or other jurisdiction of the United States or registered or qualified under the applicable securities laws of any province of Canada or Australia, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, within the United States, any province of Canada or Australia, Japan or the Republic of South Africa or offered or sold to, or for the account or benefit of persons located or resident in the United States or any province of Canada or Australia, Japan or the Republic of South Africa. Additionally, the Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any other securities commission or regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the proposed fundraising. The Placing Shares are being offered and sold outside the United States in offshore transactions exempt from the requirement to register the offers and sales under the Securities Act.

These Terms and Conditions apply to any person who offers to subscribe for Placing Shares in the Placing. Each person (a "Placee") to whom these Terms and Conditions apply, as described above, who confirms his agreement, whether by telephone or otherwise, with Cantor Fitzgerald and WG Partners to subscribe for Placing Shares in the Placing, hereby agrees with Cantor Fitzgerald and WG Partners to be legally and irrevocably bound by these Terms and Conditions which will be the Terms and Conditions on which the Placing Shares will be acquired in the Placing.

Capitalised terms not otherwise defined in this Appendix are as defined in the Announcement relating to the Placing of which this Appendix forms part.

These Terms and Conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these Terms and Conditions relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. A Placee may not assign, transfer, or in any manner, deal with its rights and obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of Cantor Fitzgerald and WG Partners, in accordance with all relevant requirements.

All times and dates in this Appendix are references to times and dates in London (United Kingdom).

Terms of the Placing

Each Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed orally with Cantor Fitzgerald and WG Partners and such agreement will constitute a binding irrevocable commitment by a Placee, subject to the Terms and Conditions set out in this Appendix, to subscribe and pay for the relevant number of Placing Shares (the "Placing Participation") at the Placing Price. Such commitment is not capable of termination or rescission by the Placee in any circumstances except fraud. All such obligations are entered into by the Placee with Cantor Fitzgerald and WG Partners acting in their capacity as agent of the Company and are therefore directly enforceable by the Company.

After such agreement is entered into, each Placee allocated Placing Shares in the Placing will be sent a confirmatory email stating the number of Placing Shares allocated to it at the Placing Price, the total subscription amount payable to Cantor Fitzgerald and WG Partners and including settlement instructions (the "Confirmation Note").

Each Placee will be deemed to have read this Appendix in its entirety. Cantor Fitzgerald and WG Partners are acting for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of these Terms and Conditions) as a client in relation to the Placing and to the fullest extent permitted by law and applicable FCA rules, neither Cantor Fitzgerald, WG Partners nor any of their affiliates will have any liability, obligation or duty to Placees or to any person other than the Company in respect of the Placing.

The Placing will comprise of up to 7,499,389 Firm Placing Shares and up to 13,000,611 Conditional Placing Shares. The Placing Shares will rank pari passu in all respects and form one class with the Existing Ordinary Shares of the Company in issue on Admission, including the right to receive dividends or other distributions, if any. The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Applications for Admission

Applications will be made to London Stock Exchange for Admission of the Placing Shares to trading on AIM.

It is anticipated that First Admission of the Firm Placing Shares to AIM will become effective at 8.00 a.m. on 15 February 2017 and that dealings in the Firm Placing Shares will commence at that time and date for normal account settlement.

It is anticipated that Second Admission of the Conditional Placing Shares to AIM will become effective at 8.00 a.m. on 28 February 2017 and that dealings in the Conditional Placing Shares will commence at that time and date for normal account settlement.

Placing Agreement

Pursuant to the Placing Agreement, Cantor Fitzgerald and WG Partners have agreed on behalf of and as agent of the Company, to use their reasonable endeavours to procure persons who will subscribe for the Placing Shares at the Placing Price, subject to these Terms and Conditions. The Placing is not underwritten.

To facilitate the application for EIS Relief in respect of 7,232,723 of the EIS Placing Shares, the Firm Placing Shares will be allotted on First Admission pursuant to an existing authority provided by the shareholders of the Company at a general meeting of the Company on 13 April 2016. The placing of the Firm Placing Shares and Placing Participations in respect of such shares is not conditional on the issue of the Conditional Placing Shares and Second Admission. Consequently if, following the issue of the Firm Placing Shares, the conditions relating to the issue of the Conditional Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms, the Conditional Placing Shares will not be issued and the Company will not receive the related placing monies. In this situation, the Company will not have sufficient working capital for the next 12 months and would have to seek additional funding.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.

Cantor Fitzgerald's and WG Partners' obligations under the Placing Agreement in respect of the Firm Placing Shares are conditional on, inter alia:-

(a)           the Company having complied with its obligations under the Placing Agreement to the extent that such obligations are required prior to First Admission;

(b)           a warranty certificate having been duly executed and dated with the date immediately prior to the date of First Admission and having been delivered to Cantor Fitzgerald and WG Partners, or their lawyers on their behalf, on that date;

(c)           the Company having received from Lanstead the duly executed Subscription Agreement; and

(d)           First Admission having become effective at or before 8.00 a.m. on 15 February 2017,

or (in the case of any time or date provided above) such later time or date (being not later than 3.00 p.m. on  14 March 2017) as the Company, Cantor Fitzgerald and WG Partners may agree in writing.

Cantor Fitzgerald's and WG Partners' obligations under the Placing Agreement in respect of the Conditional Placing Shares are conditional on, inter alia:-

 (a)          the Company having complied with its obligations under the Placing Agreement to the extent that such obligations are required prior to Second Admission;

(b)           First Admission having become effective;

(c)           the Company having complied with its obligations under the Subscription Agreement to the extent that such obligations are required to be performed prior to Second Admission and the Subscription Agreement having been completed in accordance with its terms;

(d)           the due passing at the General Meeting of the Resolutions without amendment, and such Resolutions remaining in force;

(e)           a warranty certificate having been duly executed and dated with the date immediately prior to the date of Second Admission and having been delivered to Cantor Fitzgerald and WG Partners, or their lawyers on their behalf, on that date; and

(e)           Second Admission having become effective at or before 8.00 a.m. on 28 February 2017,

or (in the case of any time or date provided above) such later time or date (being not later than 3.00 p.m. on 14 March 2017) as the Company, Cantor Fitzgerald and WG Partners may agree in writing.

The Placing Agreement contains, inter alia, certain warranties and indemnities from the Company for the benefit of Cantor Fitzgerald and WG Partners.

Right to terminate under the Placing Agreement

Cantor Fitzgerald and WG Partners may, in their absolute discretion, terminate the Placing Agreement if before First/Second Admission (as applicable): (i) any statement contained in the Issue Documents (as defined in the Placing Agreement) has, in the good faith opinion of either Cantor Fitzgerald or WG Partners been discovered to be materially untrue, incorrect or misleading; (ii) there has, in the good faith opinion of either Cantor Fitzgerald or WG Partners, been a material breach of any of the warranties given by the Company to Cantor Fitzgerald and WG Partners in the Placing Agreement in a respect which Cantor Fitzgerald and WG Partners considers to be material in the context of the Placing; (iii) in the good faith opinion of either Cantor Fitzgerald or WG Partners, an event occurs or a matter arises which if it had occurred or arisen before such date would have rendered any of the warranties untrue, incorrect or misleading which is material in the context of the Transaction; (iv) in the good faith opinion of either Cantor Fitzgerald or WG Partners, there has been a breach of any provision of the Subscription Agreement by Lanstead which Cantor Fitzgerald or WG Partners considers to be material in the context of the Transaction; (v) any of the conditions in the Placing Agreement shall have become incapable of fulfilment before the latest time provided in the Placing Agreement and has not been waived; (vi) there is a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom; (vii) there is a change or development involving a prospective change in taxation adversely affecting any member of the Group or its prospects, or the Placing; (viii) there is any other occurrence of any kind which (by itself or together with any other such occurrence) in the good faith opinion of Cantor Fitzgerald or WG Partners is likely to materially and adversely affect the market's perception of the Company or the financial position or trading position or prospects of the Group taken as a whole; or (ix) there is any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment or any other calamity or crisis which, in any case, in the good faith opinion of the Cantor Fitzgerald or WG Partners is materially adverse to the Placing. The exercise by Cantor Fitzgerald and WG Partners of any right of termination (or any right of waiver exercisable by Cantor Fitzgerald and WG Partners) contained in the Placing Agreement or the exercise of any discretion under the Terms and Conditions set out herein is within the absolute discretion of Cantor Fitzgerald and WG Partners and Cantor Fitzgerald and WG Partners will not have any liability to Placees whatsoever in connection with any decision to exercise or not exercise any such rights.

By accepting the Placing Shares referred to in the Announcement to which this Appendix is annexed, each Placee agrees that, without having any liability to such Placee, Cantor Fitzgerald and WG Partners may, in their absolute discretion, exercise the right, (i) to extend the time for fulfilment of any of the conditions in the Placing Agreement (provided that Placees' commitments are not extended beyond 14 March 2017); (ii) to waive, in whole or in part, fulfilment of certain of the conditions; or (iii) to terminate the Placing Agreement, in each case without consulting Placees (or any of them).

If (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived); or (ii) the Placing Agreement is terminated; or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and all funds delivered by Placees to Cantor Fitzgerald and WG Partners or the Company pursuant to the Placing and this Appendix will be returned to Placees at their risk without interest, and Placees' rights and obligations under the Placing shall cease and determine at such time and no claim shall be made by Placees in respect thereof.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BSNB6S51) following the relevant Admission will take place within CREST (subject to certain exceptions). If a Placee wishes to receive its Placing Shares in certificated form, it should contact Kellyann Leeds at Cantor Fitzgerald ([phone]) as soon as possible after receipt of its Confirmation Note. Cantor Fitzgerald and WG Partners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will be on 15 February 2017 in respect of First Admission and on 28 February 2017 in respect of Second Admission, in accordance with the instructions set out in the Confirmation Note.

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 3 percentage points above The Royal Bank of Scotland plc's base rate, with interest compounded on a daily basis.

Each Placee is deemed to agree that, if it does not comply with these obligations, Cantor Fitzgerald and WG Partners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Cantor Fitzgerald's and WG Partners' account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Cantor Fitzgerald and WG Partners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Cantor Fitzgerald and WG Partners lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Confirmation Note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Further Terms, Confirmations and Warranties

By accepting the Placing Participation referred to in the Confirmation Note, each Placee makes the following confirmations, acknowledgements, representations, warranties and/or undertakings to Cantor Fitzgerald, WG Partners and the Company and their respective directors, agents and advisers:

1               each Placee confirms, represents and warrants that it has read and understood this Announcement (including this Appendix) in its entirety and acknowledges that its Placing Participation will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings of this Appendix;

2               each Placee acknowledges and agrees that its Placing Participation on the Terms and Conditions set out in this Appendix is legally binding, irrevocable and is not capable of termination or rescission by such Placee in any circumstances;

3               each Placee confirms, represents and warrants that it has not relied on, received or requested nor does it have any need to receive, any prospectus, offering memorandum, listing particulars or any other document (other than the Announcement), any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company, Cantor Fitzgerald and WG Partners or by any subsidiary, holding company, branch or associate of the Company or Cantor Fitzgerald and WG Partners, or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, the Company and its subsidiaries or the Placing Shares and that in making its application under the Placing it is relying solely on the information contained in the Announcement and this Appendix and it will not be relying on any agreements by the Company and its subsidiaries or Cantor Fitzgerald and WG Partners or any director, employee or agent of the Company or Cantor Fitzgerald and WG Partners other than as expressly set out in this Appendix for which none of Cantor Fitzgerald and WG Partners or any of their directors and/or employees and/or person(s) acting on behalf of any of them shall to the maximum extent permitted under law have any liability except in the case of fraud;

4               each Placee confirms, represents and warrants that it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the Placing Shares and, among others, of the fact that it may not be able to resell the Placing Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments;

5               each Placee confirms, represents and warrants, if a company, that it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with the Placing Participation and confirms, represents and warrants that any person who confirms to Cantor Fitzgerald and WG Partners on behalf of a Placee an agreement to subscribe for Placing Shares is duly authorised to provide such confirmation to Cantor Fitzgerald and WG Partners;

6               each Placee agrees that the exercise by Cantor Fitzgerald and WG Partners of any right of termination or any right of waiver exercisable by Cantor Fitzgerald and WG Partners contained in the Placing Agreement or the exercise of any discretion including (without limitation) the right not to enter into the Placing Agreement is within the absolute discretion of Cantor Fitzgerald and WG Partners and Cantor Fitzgerald and WG Partners will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. Each Placee acknowledges that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived); or (ii) the Placing Agreement is terminated; or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and such Placee's rights and obligations in relation to the Placing shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

7               each Placee acknowledges and agrees that Cantor Fitzgerald and WG Partners are not acting for, and that it does not expect Cantor Fitzgerald and WG Partners to have any duties or responsibilities towards, such Placee, including, without limitation, for providing protections afforded to customers or clients of Cantor Fitzgerald and WG Partners under the FCA's Conduct of Business Source Book or advising such Placee with regard to its Placing Participation and that such Placee is not, and will not be, a customer or client of Cantor Fitzgerald and WG Partners as defined by the FCA's Conduct of Business Source Book in connection with the Placing. Likewise, Cantor Fitzgerald and WG Partners will not treat any payment by such Placee pursuant to its Placing Participation as Client Money governed by the FCA's Client Assets Sourcebook;

8               each Placee undertakes and agrees that it will be responsible for any stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in its Placing Participation and that neither Cantor Fitzgerald and WG Partners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in such Placee's Placing Participation;

9               each Placee confirms, represents and warrants that it is a Relevant Person and that it may lawfully subscribe for or acquire the Placing Shares comprised in such Placee's Placing Participation and that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by such Placee in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

10             each Placee acknowledges and agrees that the agreement confirmed by the Confirmation Note is a legally binding contract between it and the Company and the Terms and Conditions of such Placee's Placing Participation will be governed by, and construed in accordance with, the laws of England and Wales to the exclusive jurisdiction of whose courts such Placee irrevocably agrees to submit;

11             each Placee agrees that it will ensure delivery and payment is completed in accordance with the settlement instructions set out in the Confirmation Note (or as separately agreed with Cantor Fitzgerald and WG Partners in the case of certificated settlement) and acknowledges and agrees that time shall be of the essence as regards such Placee's obligations pursuant to its Placing Participation;

12             each Placee acknowledges and agrees that it is the responsibility of such Placee (if it is outside of the United Kingdom) to satisfy itself that, in doing so, such Placee complies with the laws of any relevant territory in connection with its Placing Participation and that it obtains any requisite governmental or other consents and observes any other applicable formalities;

13             each Placee acknowledges and agrees that the Announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful;

14             each Placee acknowledges that the Placing Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that the Placing Shares are not being and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States, Australia, Canada, Japan or the Republic of South Africa. Each Placee further acknowledges that the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within (i) the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, (ii) Australia, Canada, Japan or the Republic of South Africa, subject to limited exemptions, or (iii) any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction;

15             each Placee confirms, represents and warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with its Placing Participation, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Cantor Fitzgerald, WG Partners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or such Placee's Placing Participation;

16             each Placee confirms, represents and warrants that its subscription for Placing Shares does not trigger, in the jurisdiction in which such Placee is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such subscription; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of Cantor Fitzgerald, WG Partners or the Company;

17             each Placee confirms, represents and warrants it is acting as principal and for no other person and that its Placing Participation will not give any other person a contractual right to require the issue by the Company of any Placing Shares;

18             each Placee confirms, represents and warrants that in accepting its Placing Participation it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986;

19             each Placee confirms, represents and warrants that, to the extent applicable to it, it is aware of its obligations in connection with the Criminal Justice Act 1993, the Terrorism Act 2006, the UK Anti-Terrorism Crime and Security Act 2001, the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, Part VIII of the Financial Services and Markets Act 2000 (as amended), the Financial Services Act 2012 and the Market Abuse Regulation, it has identified its clients in accordance with the Money Laundering Regulations 2007 and it has complied fully with its obligations pursuant to those Regulations;

20             each Placee acknowledges and agrees that all times and dates in this Announcement and the Terms and Conditions set out in this Appendix may be subject to amendment and that Cantor Fitzgerald and WG Partners will notify it of any such amendments;

21             each Placee acknowledges and agrees that no term or other provision of the agreement confirmed by the Confirmation Note shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the Company Cantor Fitzgerald and WG Partners or any affiliate of Cantor Fitzgerald and WG Partners or any Indemnified Person (as hereinafter defined);

22             each Placee acknowledges that any of its monies held or received by Cantor Fitzgerald will not be subject to the protections conferred by the FCA's Client Money Rules;

23             each Placee confirms, represents and warrants that it is not a person located in the United States, it is acquiring Placing Shares in an "offshore transaction", as defined in, and in accordance with, Regulation S and the Placing Shares were not offered to it by means of "directed selling efforts", as defined in Regulation S;

24             each Placee confirms, represents and warrants that it has not distributed, forwarded, transferred or otherwise transmitted, and will not distribute, forward, transfer or otherwise transmit, this Announcement or any other presentation or offering materials concerning the Placing Shares into or within the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so would breach any applicable law or regulation, nor will it do any of the foregoing;

25             each Placee confirms that it is not acting on a non-discretionary basis for the account or benefit of a person resident or located within the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where the extension of the availability of the Placing would breach any applicable law or regulation, at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into or within the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so would breach any applicable law or regulation;

26             if it is subscribing for the Placing Shares in the United Kingdom, that each Placee is a person falling within the exemption contained in Section 86(1)(a) of the Financial Services and Markets Act 2000 (as amended) or falling within one or more of the categories of persons set out in Article 19 (Investment Professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the FPO;

27             each Placee confirms, represents and warrants that, in making the investment decision with respect to the Placing Shares, it has:-

27.1         not relied on the Company or any of its respective affiliates or on any document published by any of them;

27.2          the ability to bear the economic risk of its investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

27.3          such knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of investing in the Placing Shares, and is able to sustain a complete loss of any investment in the Placing Shares; and

27.4          investigated independently and made its own assessment and satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares, including any federal, state and local tax consequences, affecting it in connection with its subscription for and any subsequent disposal of the Placing Shares;

28             each Placee acknowledges and agrees that it is not entitled to the protections afforded to clients of Cantor Fitzgerald and WG Partners in connection with the Placing and that neither Cantor Fitzgerald nor WG Partners nor any of their affiliates nor any of their respective officers, directors, employees or advisers shall be liable for any losses (including, without limitation, loss of profit, loss of business or opportunity and special interest or consequential losses), damages or costs of the Placee save as a result of fraud or for death or personal injury;

29             each Placee acknowledges that the Company, Cantor Fitzgerald, WG Partners, CREST, the Registrar, any transfer agent, any distributors or dealers and their respective affiliates and others will rely on the truth and accuracy of the foregoing confirmations, warranties, acknowledgements, representations, undertakings and agreements, and agrees to notify the Company, Cantor Fitzgerald and WG Partners promptly in writing if any of its confirmations, warranties, acknowledgements, representations, undertakings or agreements set out above cease to be accurate and complete and to indemnify and hold harmless on an after-tax basis the Company, Cantor Fitzgerald, WG Partners and any of their respective officers, directors, agents, employees or advisers (the "Indemnified Persons") from and against any and all loss, damage, liability or expense, including reasonable costs and attorneys' fees and disbursements, which an Indemnified Person may incur by reason of, or in connection with, any representation or warranty made by such Placee as set out above not having been true when made, any misrepresentation made or any failure by such Placee to fulfil any of its undertakings or agreements set out above or any other document such Placee provides to the Company, Cantor Fitzgerald or WG Partners. Such Placee irrevocably authorises each of the Company, Cantor Fitzgerald and WG Partners to produce a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

30             each Placee acknowledges that the rights and remedies of Cantor Fitzgerald, WG Partners and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one right or remedy will not prevent the exercise of the other rights and/or remedies;

31           each Placee undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Cantor Fitzgerald and WG Partners may in their sole discretion determine and without liability to such Placee and such Placee will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to or referred to in these Terms and Conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf; and

32           each Placee acknowledges that in Australia, the Placing Shares are being offered only to investors who are (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; or (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect, and if such Placee is a resident of Australia, such Placee confirms that he/she/it is an investor listed in (i) or (ii) above.

CREST and certificated Placing Shares

Placing Shares, once issued, will be admitted to CREST with effect from the relevant Admission. Placees will receive Placing Shares comprised in their Placing Participation in uncertificated form registered in their CREST member account. Alternatively, those Placees who wish to receive their Placing Shares in certificated form should contact Kellyann Leeds at Cantor Fitzgerald ([phone]) and are expected to receive their certificates for their Placing Shares by no later than 28 February 2017 in respect of First Admission and 14 March 2017 in respect of Second Admission. If Placees do not provide any CREST details or if Placees provide insufficient CREST details to match within the CREST system to their details, Cantor Fitzgerald and WG Partners may, at their discretion, deliver Placing Shares comprised in any such Placee's Placing Participation in certificated form provided payment has been made in terms satisfactory to Cantor Fitzgerald and WG Partners and all conditions in relation to the Placing have been satisfied or waived.

Responsibility

The Terms and Conditions set out in this Appendix and the Announcement of which it forms part have been issued by the Company and the Company takes sole responsibility for them.

 

END

 

 

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