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Feedback PLC (FDBK)

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Tuesday 02 November, 2021

Feedback PLC

Proposed Placing and Open Offer

RNS Number : 9956Q
Feedback PLC
02 November 2021
 

 

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OF SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

 

2 November 2021

 

Feedback plc

("Feedback" or the "Company")

 

Proposed Placing and Open Offer

 

Feedback plc (AIM: FDBK), the specialist clinical communication company, today announces a proposed conditional Placing of Placing Shares with institutional investors to raise a minimum of £10 million in aggregate before expenses at the Issue Price of 0.7 pence per Placing Share. Funds raised will be used primarily to support accelerated revenue growth through both private and public healthcare revenue opportunities within both the NHS and other healthcare systems in the UK and overseas.

 

In addition, in order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the proposed Fundraising, the Company is providing Qualifying Shareholders the opportunity to subscribe, at the Issue Price, for an aggregate of up to 71,428,571 new Ordinary Shares, to raise up to £0.5 million.

 

Highlights

 

• The Placing to raise a minimum of £10 million will be conducted by way of an accelerated bookbuilding process at the Issue Price (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II.

 

• Subject to the successful closing of the Bookbuild, the Company is also making an Open Offer, for up to 71,428,571 Open Offer Shares, to raise up to £0.5 million at the Issue Price, on the basis of 1 Open Offer Shares for every 15 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date. Any entitlements to Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

 

• The net proceeds of the Fundraising will be used primarily to:

· further develop the "CareLocker - powered by Bleepa" product to meet existing and growing demand in both the UK and international markets;

· further develop Bleepa in order to grow its functionality, including additional features for non-healthcare customers such as veterinary professionals;

· build upon the existing UK team to accelerate growth in the UK and to manage overseas operations which requires increased resources for the marketing, sales, finance and regulatory teams, and

· undertake a tuberculosis screening pilot study in India and explore wider market opportunities and potential applications of the Company's technology in India.

 

The Issue Price of 0.7 pence per New Ordinary Share is a discount of 11.9 per cent. to the 10 day average closing price of 0.8 pence per Existing Ordinary Share to 1 November 2021.

 

The Placing Shares are not being made available to the public. It is envisaged that the Bookbuild will be closed no later than 4.30 p.m. GMT today, 2 November 2021. Details of the number of Placing Shares and the gross proceeds of the Placing will be announced as soon as practicable after the closing of the Bookbuild. The Placing and the Open Offer are not underwritten.

 

The Fundraising is conditional, inter alia, the passing of the Fundraising Resolutions by the Shareholders at the Annual General Meeting to be held at 11.00 a.m. on 29 November 2021 at the offices of Trowers & Hamlins LLP, 3 Bunhill Row, London, EC1Y 8YZ. The Placing is not conditional on the Open Offer, but the Open Offer is conditional upon completion of the Placing. Should shareholder approval not be obtained at the Annual General Meeting, neither the Placing nor the Open Offer will proceed.

 

Set out below in Appendix I is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the Bookbuild and which provides further information on the Company, the Placing and Open Offer. The final Circular, containing the terms and conditions of the Open Offer and Notice of Annual General Meeting will be sent to Shareholders and published on the Company's website on or around 3 November 2021.

 

The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix III and the expected timetable of the principal events is set out in Appendix IV.

 

Tom Oakley, CEO of Feedback, commented:

 

" This transformational financing round will enable Feedback to capitalise on the enormous opportunities ahead of it and is recognition of the incredible strides that we have taken over the last two and a half years in order to position the company at this juncture. With the launch of Bleepa, CareLocker and our Bleepa Box technology we have revitalised Feedback as a company and set a new course that will see us as one of the leaders of the technological revolution in healthcare. We are a company with big ambitions and the ability to deliver against those ambitions ."

 

This summary should be read in conjunction with the full text of the following announcement.

 

Enquiries:

 

Feedback plc

Tom Oakley, CEO

Lindsay Melvin, CFO

+44 (0)1954 718072

[email protected]

 

 

Panmure Gordon (UK) Limited (NOMAD and Broker)

Emma Earl/Freddy Crossley (Corporate Finance)

Rupert Dearden (Corporate Broking)

+44 (0)20 7886 2500

 

 

Walbrook PR Ltd

Tel: 020 7933 8780 or [email protected]

Paul McManus/Nick Rome/Nicholas Johnson

07980 541 893 or 07748 325 236 or 07884 664 686

 

Notes to Editors

 

Feedback plc (AIM: FDBK) is a pioneer of regulated clinical communication products. Its core product, Bleepa, is a revolutionary medical imaging communications app, providing an easy-to-use, high quality tool to enable remote and secure communications between front-line clinicians and teams. Importantly, it is the only CE marked medical imaging communications platform on the NHSx clinical communications tools framework. Bleepa has unparalleled functionality for everyday practice and can be accessed from any internet-connected device, enabling control of patient cases when on the go. 

 

Its highly scalable Software as a Service ("SaaS") based revenue model will provide increasing levels of visibility as the Company grows its customer base. With a growing distribution base and technology in place, the focus is on leveraging key relationships in order to drive sales both in the UK and internationally to all forms of care providers. As a fully certified medical device, Bleepa aims to disrupt the medical imaging communications market and, importantly, increase the accuracy and speed of clinical review.

 

 

IMPORTANT NOTICES

IMPORTANT NOTICE

 

No action has been taken by the Company, Panmure Gordon, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.

 

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.

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

 

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, sole broker and sole bookrunner to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. Panmure Gordon is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of Panmure Gordon as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

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 Panmure Gordon or the Company or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") 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.

 

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

 

The price of Ordinary Shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.

 

The New Ordinary Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.

 

This announcement may contain "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, Panmure Gordon, or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.

 

 

 

APPENDIX I

The Fundraising

Introduction

The Company proposes to raise a minimum of £10 million (before expenses) through a conditional Placing of the Placing Shares at the Issue Price. The Issue Price of 0.7 pence per New Ordinary Share is a discount of 11.9 per cent. to the 10 day average closing price of 0.8 pence per Existing Ordinary Share to 1 November 2021.

In addition, in order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the Fundraising, the Company is providing all Qualifying Shareholders with the opportunity to subscribe, at the Issue Price, for an aggregate of up to 71,428,571 Open Offer Shares, to raise up to £0.5 million, on the basis of 1   Open Offer Shares for every 15 Existing Ordinary Shares, at 0.7 pence each payable in full on acceptance. The Placing Shares and Open Offer Shares will represent, approximately 55.7 per cent. and 2.8 per cent. respectively of the Company's Enlarged Share Capital following Admission (assuming the minimum of £10 million is raised pursuant to the Placing and the Open Offer Shares are taken-up in full).

The Fundraising is conditional on, inter alia, the passing of the Fundraising Resolutions by Shareholders at the Annual General Meeting, notice of which has been convened for 11.00 a.m. on 29 November 2021. If the Fundraising Resolutions are passed, the New Ordinary Shares are expected to be allotted after the Annual General Meeting. Admission is expected to occur no later than 8.00 a.m. on 30 November   2021 (or such later time and/or date as Panmure Gordon and the Company may agree, being no later than 8.00 a.m. on 10 December 2021). Should Shareholder approval not be obtained at the Annual General Meeting, neither the Placing not the Open Offer will proceed. Neither the Placing, nor the Open Offer will be underwritten.

Background to and reasons for the Fundraising

Introduction

Feedback is a specialist clinical communication company focussed on commercialising its recently launched range of products:

· Bleepa, a specialist clinical imaging and communications platform launched in H2 2019, which has been developed by Feedback from a concept to a fully certified CE and UKCA marked medical device;

· CareLocker, launched in September 2021, a proprietary and patient-centric cloud architecture designed for secure storage of patient records; and

· Bleepa Box, officially launched in September 2021, a specialist tool to enable image transfer from remote settings to the Bleepa platform.

 

The Company's products incorporate a diagnostic medical image display that conforms with the required standards stipulated for clinical use, as certified by both CE and UKCA mark. Under the prevailing legislation it is a legal requirement that products used to display digital patient images (such as photos, X-rays, CT scans and MRIs) for a diagnostic purpose are appropriately certified as medical devices. The Directors believe that Bleepa is currently the only commercial clinical communication platform to be certified as a medical device capable of displaying digital patient images at a quality suitable for clinical review.

Feedback is both a technology and a medical device company, offering both agile product development and quality manufacturing processes. The Directors believe that this, together with the Company's clinical imaging capabilities, gives the Company's products a unique position in the market.

The Company's technologies are currently in use in a number of UK NHS Trusts and in the veterinary sector. The Directors believe that there are very significant commercialisation and expansion opportunities both within these existing markets and also in other healthcare settings such as diagnostic screening, military settings and international healthcare initiatives. The Directors believe there is an estimated total addressable market for Bleepa (including Bleepa Box) and CareLocker in core target markets in excess of £10 billion.  In particular, as described in more detail below, the Company is actively pursuing potentially very significant revenue opportunities including using its technology for tuberculosis (TB) screening in India and providing services to the NHS's new £10 billion programme for the roll-out of Community Diagnostic Centres (CDCs).

Unlike generic communication platforms, Feedback's technology is patient-centric; designed to facilitate communication around a specific patient's clinical pathway and allowing centralisation of information. The Company's products are designed to be compliant with information governance and clinical safety standards, whilst also mirroring how clinical care is delivered - to individual patients. The patient-centric technology architecture also enables Feedback's products to link to other clinical systems and enables integration of user generated content into an individual patient's medical record.

Background to the Company and its products

The Company launched its current suite of products following a strategic review in 2019. The Company shifted its focus away from its legacy products, Cadran and TexRAD, to develop its current suite of frontline imaging and communication tools. Cadran is a Picture Archive Communication System (PACS). The traditional PACS market is dominated by large providers who compete on technical features, driven by the needs of an ever sub-specialising user base of clinical radiologists and customers that have a tendency to stick with products and systems they are used to, which, combined with convoluted procurement processes, results in limited provider turnover. In this environment, growing a market share is challenging and relies on implementing costly product features quicker than competitors which can be difficult to achieve for smaller companies. As such, despite a number of unique technical features, Cadran did not realise its full potential but allowed the Company to leverage this heritage to grow and develop its new products without needing to start product development from scratch.

The Directors believe that the Company's current portfolio of products is well positioned to capitalise on the following trends:

· Demand for imaging is now extending beyond the specialist field of radiology. The Directors believe that the application of the Company's technology extends beyond primary healthcare into other addressable sectors such as veterinary, diagnostic screening and military settings amongst others. The Company's vision is to enable clinicians to make better decisions faster by driving better clinical communication that leverages the right clinical data, presented in a safe, regulated and clinically usable way.

· With increasing workload and medical sub-specialisation, not only do specialist radiologists need to review all medical images, but their front-line patient facing colleagues need immediate access to imaging data in order to rapidly make accurate clinical decisions, often through discussion with colleagues. Medical imaging is core to the clinical decision-making processes and the dependence on medical imaging is increasing, whilst at the same time there is a growing shortage of radiologists. This shortage has increased the backlogs of imaging studies and delays in image reporting. As a result, frontline clinicians are increasingly having to review their own patient's images, often ahead of the radiologist reports being made available.

· Clinical practice is becoming more mobile; in a study by the British Medical Journal it was found that 97% of clinicians were using WhatsApp for routine clinical communication. These types of applications are not certified for clinical use and do not meet the requirements for displaying clinical grade images for diagnostic purposes.  Clinicians want to access information flexibly on the go whilst simultaneously being connected to colleagues, who may not be at the same physical site. COVID-19 has further driven this need for remote access, creating a number of situations where clinical staff need access to colleagues and patient imaging remotely.

 

Product Portfolio

Bleepa:

Bleepa is a   leading clinical imaging-based communication platform using asynchronous communication channels built around individual patient pathways which allows medical staff to securely view and discuss high quality medical grade images across both mobile and desktop devices. The platform allows clinicians to review patient imaging with access to PACS and discuss cases collaboratively with colleagues on the go.

Bleepa is able to display images including X-rays, CTs, MRIs and ultrasound studies allowing users to easily scroll through image slices and annotate areas of interest, as well as enabling discussion on the go. Key features of the Bleepa product, introduced in FY21, include photocapture and document capture. The photocapture module enables clinicians to acquire clinical images of patients, such as in-field medical photographs of skin lesions or wounds, and document capture has been added to encapsulate additional patient information, ECG and blood test results within the patient record from which to share discussion with colleagues. Bleepa's functionality also includes formal electronic referrals between clinicians; clinical document management and development of integration capabilities with a number of core hospital systems such as patient administration systems (PAS), electronic patient records (EPR) and laboratory information management solutions (LIMS) such that Bleepa has become an EPR-lite solution that also incorporates diagnostic imaging.

A key differentiator of Bleepa is the quality of the imaging provided by the platform. Bleepa uses DICOM (Digital Imaging and Communications in Medicine) formatted imaging, extracted directly from the client's PACS and renders the image at a quality that is certified as being suitable for clinical review. Bleepa conforms with the provisions of the Medical Device Directive, which considers any product that displays digital patient images for the purpose of diagnosis to constitute a medical device.

Importantly, Bleepa has been manufactured using a QMS (quality management system) compliant with ISO 13485 and bears a CE mark, affixed in 2020, as a certified Class 1 Medical Device, which sets Bleepa apart from other medical communication products currently available in the UK. It is also manufactured in accordance with ISO13485 quality standards. In addition, Bleepa is a zero-footprint application meaning that no patient data is stored locally on the device being used to access the platform. Bleepa complies with the NHS Data Security and Protection Toolkit and the Cyber Essentials accreditation used by the NHS (manufactured following ISO27001) and is accessible with a progressive web app, native IOS and Android app allowing connection from any internet connected device.

Bleepa achieved a UKCA mark, the post-BREXIT UK regulatory certification, on 29 June 2021 which only added to the communications platform's portfolio of regulatory approvals.

Within the NHS setting, Bleepa has the potential to change the ways that multidisciplinary team (MDT) meetings are delivered. MDTs traditionally bring a range of specialists together to review diagnostic investigations and make treatment decisions for patients, usually in person but during Covid often over video call. Bleepa facilitates flexible discussion of cases around existing clinical work, as and when clinical results are ready for review, removing time and case delaying constraints. A study conducted at Pennine Acute Hospitals Trust in 2020 analysed the use of Bleepa in the Respiratory and Gastroenterology teams and concluded:

· Bleepa reduced the average time from point of referral to clinician review from 2.1 days to 0.4 days and time taken to access clinical information needed from 5.47 minutes to 1.04 minutes, saving 4.43 minutes per referral.

· Bleepa completely automated the referral process, digitising patient records and reducing required administrative time.

· Based on the nearly 7,000 referrals performed in the study Bleepa demonstrated a saving of 36.3 weeks of clinical time per annum if the study was expanded across other specialities.

 

More broadly, Bleepa operates a SaaS model of recurring revenues. Prices vary between NHS and private sector offerings but typically follow a fixed price per user per year on a recurring annual contract basis. The model used is comparable to a sim only mobile phone contract.

 

CareLocker:

CareLocker is a proprietary and patient-centric secure cloud storage solution that supports Bleepa's functionality whilst simultaneously creating patient specific records of care episodes. CareLocker enables Bleepa to deliver care across provider settings in a secure and scalable way.

CareLocker's cloud-based architecture allows for patient records to be de-centralised and the data can be accessed by any care setting through open Application Programming Interfaces (APIs) such as Fast Healthcare Interoperability Resources (FHIR). Patient data is secured at an individual level, with access control even to subsets of a patient's data, whilst the cloud architecture offers opportunities for improve storage optimisation making it more cost effective than traditional data storage architectures. The Directors believe that this form of data storage, whereby the data is built on a patient-by-patient basis, will allow organisations to transition to a cloud architecture as patients enter care pathways rather than having to undertake the mass data migrations usually associated with cloud transitions.

Bleepa Box:

In September 2021, the Company announced the formal launch of Bleepa Box, a specialist tool to enable image transfer from remote settings to the Bleepa platform. The Bleepa Box is a small tablet device that connects to imaging machines, such as X-ray, in order to securely push images to Bleepa over a mobile network from remote rural locations without the need for WiFi access. This then allows the clinician to review the images directly on the Bleepa Box and make onward referrals or start a conversation with a specialist for input on the case whilst still on location. Rapid decision making and treatment of the patient can therefore be deployed with the first visit.

Market Opportunities

 

NHS:

A core market for the Company's products is the NHS, including both individual NHS trusts and the NHS's recently launched CDC programme. This is particularly topical in view of the recently announced 2021 Budget announced by the government which stated that the NHS would receive £5.9bn to cut hospital waiting lists.

There are 227 NHS Trusts in England. The Company secured its first commercial sale for Bleepa earlier this year with the Royal Berkshire NHS Foundation Trust (RBH). RBH is keen to evaluate Bleepa as part of its wider communication strategy and is a frontrunner in recognising the need to transition away from unregulated platforms such as WhatsApp for clinical communication. The Company has also installed Bleepa at a number of pilot sites which the Company is targeting converting to commercial licenses.

Whilst Covid has impacted the rate of roll-out of Bleepa across NHS Trusts, the Directors expect the number of installations to increase. To facilitate the roll-out of Bleepa to NHS Trusts, in July 2020 the Company was appointed to the NHS Clinical Communications Procurement Framework (NCCT). The NCCT Framework provides NHS endorsement, and allows NHS Trusts to procure Bleepa (for up to two years) using a £3 million centralised NHS fund, which is in the process of being increased to £125 million.

A potentially more significant NHS revenue opportunity for Feedback is the application of Feedback's technologies to facilitate the £10 billion CDC initiative recently launched by NHS England to help address the elective care backlog by bringing diagnostic services out of hospital settings and closer to patients. 40 new community diagnostic centres are set to open across England in a range of settings and will begin providing services over the next months to March 2022. CDCs will typically complete a suite of diagnostic tests such as imaging, bloods and ECGs, the results of which must all be made available to the clinical teams, both in the primary and secondary care setting, creating a patient pathway that bridges multiple care settings. This end-to-end patient-specific pathway requires a digital infrastructure designed to both connect clinical teams and manage the associated data flow. The Directors believe that Bleepa and CareLocker in combination can provide this, with Bleepa as an application and user interface and CareLocker as the underlying data architecture. A Report of the Independent Review of Diagnostic Services for NHS England, Diagnostics: Recovery and Renewal (October 2020) recommended that three CDCs per 1 million population should be established in the first instance, which the Company estimate could result in around 150 sites, providing a preliminary estimated total addressable market of c.£93 million. In October 2021, Feedback announced that it had entered into a memorandum of understanding with Sussex Integrated Care System to conduct a pilot study to install Bleepa and CareLocker in the Queen Victoria Hospital NHS Foundation Trust (QVH). The pilot will use Bleepa and CareLocker as a digital infrastructure to facilitate patient specific pathways through the CDC, linking both the primary and secondary care settings. The pilot is expected to run until March 2022 and will initially target specific clinical areas such as respiratory and cardiology with the intention to add more pathways as the pilot progresses. Bleepa will provide a digital clinical communication platform to allow these investigations to be captured, associated with a specific patient journey and presented to clinicians in both primary and secondary care settings for review, discussion and planning onward management. The pathway record will then be stored centrally using Feedback's patient-specific CareLocker infrastructure to ensure its onward availability to all care settings. The pilot is expected to run until March 2022 targeting CDC pathways in specific clinical areas such as respiratory and cardiology. It is anticipated that more pathways will be added as the pilot progresses with the ultimate aim of agreeing contractual terms for a commercial roll-out to CDCs. As one of the first CDC sites to be launched in the UK, this pilot is expected to act as a blueprint model for how CDCs can be delivered.

Veterinary market:

CVS Group, one of the UK's leading providers of integrated veterinary services, appointed Bleepa as its clinical communications platform for its Equine Division in July 2021 following a successful pilot trial. Bleepa is in the process of being rolled out across 20 of CVS Group's equine specialist surgeries. Imaging of horses is typically done in remote stables without WiFi but there is often the need for timely advice and guidance by specialists for the vet that is with the animal. To meet the needs of the veterinary market and other healthcare settings where remote working is necessary, the Company developed a store and forward technology, Bleepa Box, that enables images to be acquired and pushed over a cellular network to Bleepa where they can be revised by a specialist and a discussion started, all whilst the vet is still at the animals' side. 

The agreement with CVS highlights the potential scalability of Bleepa and the Company's ability to target non-NHS markets by tailoring the platform accordingly. Furthermore, the Directors believe that through this initial partnership it paves the way into the international veterinary markets in particular in the US where there is a large equine community.

International healthcare:

The Company is currently evaluating the relevant regulatory aspects of international expansion and is considering partnership opportunities to help scale its products more cost effectively to a wider market audience.

On 4 December 2020, it was announced that Bleepa was selected by Healthcare UK to form part of the Department for International Trade (DIT) virtual healthcare mission to India. The virtual event to India saw leading British healthcare innovators in artificial intelligence, digital health, smart diagnostics and home-care technology join the mission. The Indian healthcare market is large and growing providing a number of potential opportunities for Bleepa. As a result, Feedback employed a specialist based in India to aid entry into this large and untapped market.

One of the emerging and potentially significant revenue opportunities for Feedback is delivery of rural imaging screening services for TB in India. TB is diagnosed using chest X-rays and often occurs in remote settings, such as throughout India where there are approximately 2.6 million new cases of TB per year. Using the proceeds of the Fundraising, the Company is planning to undertake a pilot scheme within one site, an initial state in India, likely to be Rajasthan (but potentially an alternative state),   which is expected to take c.12 months to complete. From this pilot scheme, the Directors estimate that there could be an approximate 2-year pathway to reach peak sales with the aim of reaching the entire rural population of this state over a 5-year repeating cycle (which would require 20% of this population to be screened per year on average). Subject to partnerships and success of the roll out, for illustrative purposes the Director's believe that there is potential to achieve an anticipated incremental EBITDA margin of approximately 80%   (pre head office overhead allocation) and, generate around £15 million of revenue per year for Rajasthan (and each additional area of India, depending on the size of the population).

The TB screening service in India is potentially a significant market for the Company, however the success of this opportunity is dependent on the Company's ability to form local strategic and technology partnerships. The Company is in discussions with a number of third parties who could help facilitate the TB screening project. In August 2021, the Company signed a memorandum of understanding (MOU) with Qure.ai, an artificial intelligence (AI) solution provider developing decision support tools for medical imaging professionals. The purpose of the MOU is to explore the use of Bleepa in multiple care settings both in India and the UK. Feedback is also looking at how CareLocker can be used to create care records for patients coming through the TB screening system that could enable the creation of citizen health records in line with the National Digital Health Mission (NDHM) of the Indian Government, a programme that could see CareLocker become the data store for Indian citizens, with Bleepa as the preferred clinical interface into this data store.

In October 2021, the Company announced that it signed an MOU with Quest Teleradiology (Quest), one of India's emerging teleradiology organisations with customers across India, the UK and throughout Africa.  Pursuant to the collaboration, Feedback and Quest will explore strategic opportunities both in India, the UK and internationally. The use of Bleepa is expected to enable Quest to offer a more integrated teleradiology reporting service to UK Hospitals but may also provide the opportunity to trial Bleepa's technology with a number of its international customers to understand the added value that case discussion brings to traditional outsourced teleradiology reporting models.

Wider opportunities:

Beyond the NHS market in the UK, the veterinary market and international opportunities, the Company is pursuing additional avenues for its products in adjacent market segments, such as the UK private healthcare sector.

Feedback is actively pursuing direct contracts with private healthcare providers with the view of using Bleepa to support their clinical communication to drive pathway efficiencies and to support the curation of their clinical records through CareLocker.

The Company is also exploring the use of AI to drive better, faster clinical decisions. AI technologies require access to clinical teams to deploy them into care pathways and the patient data needed to feed their algorithms. The Directors believe that Bleepa is well placed to be the deployment partner for AI technologies because it holds both the relationship with the clinical end-user and can facilitate access to the required clinical data for processing. In September 2021, Bleepa was awarded a place on an NHS national AI procurement framework: The Provision Artificial Intelligence (A.I), Imaging and Radiotherapy Equipment, Associated Products and Diagnostic Imaging.  The Company has developed a Bleepa AI module that enables clinicians to include third party AI tools of their choosing within the app to assist with the diagnostic interpretation of medical imaging studies such as X-rays, CT scans and MRIs. The framework will allow NHS organisations to buy the Bleepa AI solution as a platform for AI tool deployment, allowing them to meaningfully engage with any number of AI tools knowing that there is one common route for deployment into their clinical setting. The Company's strategy is to charge the AI companies a deployment fee through the platform. Feedback is working with a growing number of AI partners and believe this to be a strong opportunity to support their clinical customers to access the best tools available.

Financial results

The Company announced its audited results for the year ended 31 May 2021 on 2 November 2021. A copy of the annual report is available on the Company's website.

Reasons for the Fundraising

The Company's mission is to support clinicians to make the best decisions possible, as quickly as possible, from any location through its different products and partnerships.

Healthcare systems are transforming and considering the need for improved digital communication and patient data storage as the market continues to mature. In the UK, the government is seeking to centralise diagnostic investigations to bring them closer to patients through the CDC initiative. The Bleepa and CareLocker technologies are well placed to support this initiative.

In addition to the NHS and healthcare systems in the UK, the Company believes Bleepa and CareLocker can be deployed in parallel market segments around the world such as the TB screening services in India.

The Company is therefore conducting the Fundraising, conditional on, amongst other things, shareholder approval at the Annual General Meeting to ensure it is funded to increase the use and roll-out of Bleepa, Bleepa Box and CareLocker and to accelerate growth through both private and public healthcare revenue opportunities within the NHS and healthcare systems within other territories and additionally to explore other potential uses of the Company's technologies.  Further information on the use of proceeds from the Fundraising are set out below.

Proposed use of proceeds

In addition to providing general working capital, net proceeds of the Fundraising of approximately £9.8 million (assuming  the minimum of £10 million is raised pursuant to the Placing and the Open Offer is subscribed for in full), will principally be used to fund growth in the following areas:

 

1. Product Development - CareLocker

to further develop the "CareLocker - powered by Bleepa" product to meet existing and growing demand in both the UK and international markets.

2. Product Development - Bleepa

to further develop Bleepa in order to grow its functionality, including features for non-healthcare customers such as veterinary professionals.

3. UK Expansion

to build upon the existing UK team to accelerate revenue growth in the UK and to manage overseas operations, which requires increased resources for the marketing, sales, finance and regulatory teams.

4. Territory expansion

to undertake a tuberculosis screening pilot study in India and explore the wider market opportunities and potential applications of the Company's technology in India.

 

Details of the Fundraising

 

The Company intends to conditionally raise a minimum of £10 million (before expenses) through a placing of a minimum of 1,428,571,429 New Ordinary Shares at the Issue Price with institutional and other investors and an Open Offer to raise up to an additional £0.5 million (before expenses) through an Open Offer of up to 71,428,571 New Ordinary Shares at the Issue Price of 0.7 pence. 

The Fundraising will not be underwritten and is conditional, inter alia, upon: 

a)  the passing of the Fundraising Resolutions;

 

b)  the Placing Agreement becoming unconditional in all respects (other than Admission) and not having been terminated in accordance with its terms; and

 

c)  Admission occurring by no later than 8.00 a.m. on 30 November 2021 (or such later time and/or date as the Company, Panmure Gordon may agree, not being later than 10 December 2021).

 

Accordingly, if any of the conditions are not satisfied or waived (where capable of waiver), the Fundraising will not proceed, the New Ordinary Shares will not be issued and all monies received by Panmure Gordon, the Receiving Agents or the Company (as the case may be) will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter. 

The Directors believe that the New Ordinary Shares to be issued pursuant to the Placing and Open Offer will rank as 'eligible shares' for the purposes of EIS and will be capable of being a 'qualifying holding' for the purposes of investment by VCTs.

Details of the Placing

Under the terms of the Placing Agreement, Panmure Gordon has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Panmure Gordon. Panmure Gordon may terminate the Placing Agreement in certain circumstances. The Placing is not conditional on the Open Offer. The terms of the Placing are set out in Appendix II to this announcement.

Details of the Open Offer

Open Offer Entitlement

In recognition of their continued support to the Company, the Board believes that the Open Offer provides the Company's longstanding and supportive Shareholders with an opportunity to participate in the Fundraising.

The Company is providing all Qualifying Shareholders with the opportunity to subscribe, at the Issue Price, for an aggregate maximum of 71,428,571 Open Offer Shares, raising gross proceeds of up to £0.5 million.

Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price pro rata to their holdings of Existing Ordinary Shares on the Record Date on the basis of:

1 Open Offer Shares for every 15 Existing Ordinary Shares

held by them and in their names rounded down to the nearest whole number of Ordinary Shares and in proportion for any number of Existing Ordinary Shares held on the Record Date up to their Open Offer Entitlement. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility.

Excess Applications

The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Further details of the Open Offer and the Excess Application Facility are given in Part III of the Circular.

Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in a Restricted Jurisdiction will not qualify to participate in the Open Offer. The attention of Overseas Shareholders is drawn to paragraph 6 of Part III of the Circular.

Valid   applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. Qualifying Shareholders can apply for less or more than their Open Offer Entitlement under the Open Offer, but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied, as this will depend, in part, on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares in whole or in part but reserves the right not to satisfy, or to scale back, applications made in excess of Open Offer Entitlements.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which Qualifying Shareholders do not apply for will not be sold in the market for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Application has been made for the Open Offer Entitlements and Excess CREST Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements and Excess CREST Open Offer Entitlements will be credited to CREST on 4 November 2021. The Open Offer Entitlements and Excess CREST Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 26 November   2021. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claim.

The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 26 November   2021.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part III of the Circular and, where relevant, on the accompanying Application Form.

The Open Offer is conditional on, inter alia, completion of the Placing.

 

Rights of the New Ordinary Shares and application for Admission

The New Ordinary Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with each other and with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the New Ordinary Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Subject, inter alia, to the passing of the Fundraising Resolutions at the Annual General Meeting, it is expected that Admission will become effective in respect of, and that dealings on AIM will commence in, all of the New Ordinary Shares, on or around 8.00 a.m. on 30 November 2021.

Executive management incentivisation:

Following the annual results released today at 7.00 a.m. and completion of the Fundraising the Company intends to grant share options to certain members of the Executive Management team to ensure that their interests are aligned with the Company's Shareholders. It is expected that the existing and new options held after the grant will be as follows:

Tom Oakley: will hold approximately 4% of the enlarged share capital following the Fundraising

Anesh Patel: will hold approximately 2% of the enlarged share capital following the Fundraising 

It is expected that the vesting criteria of the new options to be granted to Tom Oakley and Anesh Patel ("New Options") will be linked to the future share price of the Ordinary Shares and the Company's revenue and that the exercise price of the New Options will be based on the prevailing market price around the time of grant.

 

As announced on 6 May 2021, Anesh Patel is expected to replace Lindsay Melvin as Chief Financial Officer and Company Secretary of the Company in Q4 2021.

Directors' Participation

EIS and VCT

On issue, the New Ordinary Shares will not be treated as either "listed" or "quoted" securities for the purposes of the enterprise investment scheme (EIS) or the venture capital trust (VCT) regime. Provided that the Company remains one which does not have any of its shares quoted on a recognised stock exchange (which for these purposes does not include AIM), the New Ordinary Shares should continue to be treated as unquoted securities.

Annual General Meeting

The Directors do not currently have authority to allot all the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the Annual General Meeting.

 

Recommendation

The Directors consider the Proposals to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend unanimously that Shareholders vote in favour of the Resolutions to be proposed at the Annual General Meeting, as they intend to do in respect of their own shareholdings, which total 14,865,858 Existing Ordinary Shares (representing approximately 1.39 per cent. of the Existing Ordinary Share capital).

APPENDIX II

TERMS AND CONDITIONS OF THE PLACING

INTRODUCTION

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) ("SECURITIES ACT") OR, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND ("RESTRICTED JURISDICTIONS") OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN ECONOMIC AREA ("EEA") OR THE UK, OTHER THAN TO QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 ("EU PROSPECTUS REGULATION") OR WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

 

MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"); OR (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UKQUALIFIED INVESTORS") WHO ALSO  (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 ("FINANCIAL PROMOTION ORDER"), OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (III) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.

 

Placees will be deemed to have read and understood this announcement and these terms and conditions in their entirety and to be making any offer to participate in the Placing on these terms and conditions and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

 

1.  it is a Relevant Person 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;

 

2.  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 have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA or the UK other than EU Qualified Investors under Article 2(e) the EU Prospectus Regulation, or UK Qualified Investors or in circumstances in which the prior consent of Panmure Gordon has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA or the UK other than EU Qualified Investors or UK Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and/or

 

3.  (i) (1) it is not a U.S. Person, (2) it is not located in the United States, and (3) it is not acquiring the Placing Shares for the account or benefit of a U.S. Person; or (ii) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. person in reliance on Regulation S.

 

The Company and Panmure Gordon will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. Panmure Gordon does not make any representation to any Placee regarding an investment in the Placing Shares referred to in this announcement (including this Appendix).

 

This announcement (including this Appendix) does not constitute an offer and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement (including this Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, the Restricted Jurisdictions or in any jurisdiction in which such publication or distribution is unlawful. Persons who come into possession of this announcement are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement. No public offer of securities of the Company under the Placing is being made in the United Kingdom, the United States or any Restricted Jurisdiction.

 

In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. The Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons in accordance with Regulation S under the Securities Act or within the United States to a limited number of investors reasonably believed to be "qualified institutional buyers" ("QIBS") as defined in rule 144a under the US Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

 

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 any of the Restricted Jurisdiction. 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 the Restricted Jurisdiction or any other jurisdiction outside the United Kingdom.

 

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the announcement of which it forms part should seek appropriate advice before taking any action. Persons into whose possession this Appendix or the announcement comes are required by each of the Company and Panmure Gordon to inform themselves about, and to observe, any such restrictions.

 

DETAILS OF THE PLACING

 

Panmure Gordon has entered into the Placing Agreement with the Company under which Panmure Gordon has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Issue Price.

 

The Placing Agreement contains customary warranties given by the Company to Panmure Gordon as to matters relating to the Company and its business and a customary indemnity given by the Company to Panmure Gordon in respect of liabilities arising out of, or in connection with, the Placing.

 

Panmure Gordon (after consultation with the Company) reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing. The Company and Panmure Gordon also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offer in part rather than in whole. Panmure Gordon shall be entitled to effect the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither Panmure Gordon nor any holding company of Panmure Gordon nor any subsidiary branch or affiliate of Panmure Gordon (each an affiliate) nor any person acting on behalf of any of the foregoing shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Panmure Gordon, nor any affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Bookbuild or the Placing.

 

Each Placee's obligations will be owed to the Company and to Panmure Gordon. Following the confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Panmure Gordon, to pay to Panmure Gordon (or as Panmure Gordon may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares which such Placees has agreed to acquire.

 

Each Placee and any person acting on behalf of such Placee agrees to indemnify on demand and hold each of Panmure Gordon and the Company, and their respective affiliates harmless from any costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any contract note.

 

The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing and Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".

 

A Placee agrees to become a member of the Company and agrees to subscribe for those Placing Shares allocated to it by Panmure Gordon at the Issue Price, conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on 30 November   2021 (or, such later time and/or date, not being later than 8.00 a.m. on 10 December   2021, as the Company and Panmure Gordon may agree); (ii) the Placing Agreement becoming otherwise unconditional in all relevant respects and not having been terminated in accordance with its terms on or before the date of Admission; and (iii) Panmure Gordon confirming to the Placees their allocation of Placing Shares.

 

To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

 

APPLICATION FOR ADMISSION TO TRADING

 

Application will be made to the London Stock Exchange for Admission. It is expected that settlement of the Placing Shares and Admission will become effective on or around 8.00 a.m. on 30 November   2021 and that dealings in the Placing Shares will commence at that time. 

 

PAYMENT FOR SHARES

 

Each Placee has a separate, irrevocable and binding obligation to pay the Issue Price in cleared funds for the number of Placing Shares duly allocated to the Placee under the Placing in the manner and by the time directed by Panmure Gordon. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall at Panmure Gordons' discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.

 

PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

 

Panmure Gordon (whether through itself or any of its affiliates) is arranging the Placing as placing agent of the Company and using its reasonable endeavours to procure Placees at the Issue Price for the Placing Shares.

 

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Panmure Gordon. Panmure Gordon and its affiliates may participate in the Placing as principal.

 

By participating in the Placing, Placees will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix.

 

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

 

The number of Placing Shares to be issued, and the extent of each Placee's participation in the Placing (which will not necessarily be the same for each Placee), will be agreed by Panmure Gordon, (following consultation with the Company) following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"). No element of the Placing will be underwritten. The aggregate number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

 

A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or by email with Panmure Gordon as agent of the Company. Each Placee's allocation will be confirmed to Placees orally or by email by Panmure Gordon, and a form of confirmation will be dispatched as soon as possible thereafter. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Panmure Gordon and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix and in accordance with the articles of incorporation of the Company.

 

Except as required by law or regulation, no press release or other announcement will be made by Panmure Gordon 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.

 

Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the basis explained below under the paragraph entitled "Registration and Settlement".

 

All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below and to the Placing not being terminated on the basis referred to below.

 

By participating in the Placing, 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.

 

To the fullest extent permissible by law, none of the Company, Panmure Gordon or any of its respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise under these terms and conditions). In particular, none of the Company, Panmure Gordon or any of its respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Panmure Gordons's conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the issue of the Placing Shares to the Placees and Panmure Gordon shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

 

CONDITIONS OF THE PLACING

 

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

 

Panmure Gordon's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

 

1.  the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

 

2.  Admission becoming effective at or before 8.00 a.m. on 30 November   2021 (or such later date as may be agreed in writing between the Company and Panmure Gordon);

 

3.  the Company having complied with its obligations under the Placing Agreement; and

 

4.  the passing of the Fundraising Resolutions to be proposed at the annual general meeting of the Company to be held on or around 29 November   2021, or any adjournment thereof.

 

If (a) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Panmure Gordon by the respective time or date where specified (or such later time or date as the Company and Panmure Gordon may agree not being later than 3.00 p.m. on the "Final Date"; or (b) the Placing  Agreement is terminated as described below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

 

Subject to certain exceptions, Panmure Gordon may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period (up to the Final Date) for, 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. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

 

Neither Panmure Gordon nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Panmure Gordon.

 

RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

 

Panmure Gordon is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

 

1.  the Company has failed to comply with any of its obligations under the Placing Agreement which is material in the context of the Placing and/or Admission; or

 

2.  any of the conditions under the Placing Agreement shall have become incapable of fulfilment before the Final Date having not been waived under the Placing Agreement; or

 

3.  any of the warranties given by the Company to Panmure Gordon under the Placing Agreement not being true or accurate or being misleading when given or deemed given or repeated or deemed repeated (by reference to the facts and circumstances in each case then existing) in a respect which is material in the context of the Placing and/or Admission; or

 

4.  if, amongst other things, there is a material adverse change in the financial, political, economic or stock market conditions, which in the Panmure Gordon's reasonable opinion (acting in good faith) makes it impractical or inadvisable to proceed with the Placing; or

 

5.  if it comes to the notice of Panmure Gordon that any statement contained in the any public announcement made by the Company through a Regulatory Information Service was or has become untrue, incorrect or misleading in any respect which Panmure Gordon considers to be material or that any matter which such party considers to be material has arisen which would, if the Placing were made at that time, constitute a material omission therefrom.

 

Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.

 

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Panmure Gordon of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Panmure Gordon and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Panmure Gordon, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

 

NO PROSPECTUS

 

The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or elsewhere under the Prospectus Regulation Rules Sourcebook published by the FCA. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) and certain business and financial information the Company is required to publish in accordance with the Companies Act 2006, the AIM Rules and the rules and practices of the FCA (collectively "Exchange Information").

 

Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Panmure Gordon or any other person and neither Panmure Gordon nor the Company 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. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

REGISTRATION AND SETTLEMENT

 

Settlement of transactions in the Placing Shares (ISIN: GB0003340550 ) following Admission will take place within the relevant system administered by Euroclear, being CREST provided that, subject to certain exceptions, Panmure Gordon reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem 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. Settlement through CREST of the Placing Shares is expected to take place on 30 November   2021 unless otherwise notified by Panmure Gordon and Admission is expected to occur no later than 8.00 a.m. on 30 November   2021 unless otherwise notified by Panmure Gordon.

 

Following the close of the Bookbuild each Placee allocated Placing Shares in the Placing will be sent a form of confirmation stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Panmure Gordon (as agent for the Company) and settlement instructions (including the trade date which will be 25 November   2021). Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Panmure Gordon. Each Placee will also be sent a trade confirmation on the trade date (referred to above) confirming the details of the trade (being the acquisition of the relevant number of Placing Shares).

 

Admission and settlement may occur at an earlier date. Settlement will be on a delivery versus payment basis.  However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Panmure Gordon may agree that the Placing Shares should be issued in certificated form.  Panmure Gordon reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above Libor as determined by Panmure Gordon.

 

Each Placee is deemed to agree that, if it does not comply with these obligations, Panmure Gordon may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Panmure Gordon's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will pass to the relevant Placee at its risk. The relevant Placee will, however, remain liable and shall indemnify Panmure Gordon on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Panmure Gordon all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Panmure Gordon 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 form of confirmation is copied and delivered immediately to the relevant person within that organisation.

 

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

REPRESENTATIONS, WARRANTIES AND FURTHER TERMS

 

By submitting a bid and/or participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Panmure Gordon, namely that, each Placee (and any person acting on such Placee's behalf):

 

1.  represents and warrants that it has read and understood this announcement, including this Appendix, in its entirety and that its subscription for and purchase of the Placing Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this announcement (including this Appendix);

 

2.  acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

 

3.  acknowledges that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

 

4.  acknowledges that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company, and that neither Panmure Gordon, its affiliates or any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this announcement (including this Appendix) or any information previously or concurrently published by or on behalf of the Company (including any Exchange Information), and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement (including this Appendix) or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this announcement (including this Appendix) and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Panmure Gordon or the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them (including with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of any publicly available information), or, if received, it has not relied upon any such information, representations, warranties or statements, and neither Panmure Gordon nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company and the terms of the Placing in deciding to participate in the Placing and it will not rely on any investigation that Panmure Gordon, its affiliates or any other person acting on their behalf has or may have conducted;

 

5.  represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

 

6.  time is of the essence as regards its obligations under this announcement;

 

7.  acknowledges that Panmure Gordon does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Panmure Gordon is not acting for it or its clients and that Panmure Gordon will not be responsible for providing protections to it or its clients;

 

8.  acknowledges that neither Panmure Gordon, any of its affiliates or any person acting on behalf of them has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

 

9.  that, save in the event of fraud on the part of Panmure Gordon (and to the extent permitted by the FCA), neither Panmure Gordon, its respective ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Panmure Gordon's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against any of such persons which it may have in respect thereof;

 

10.  represents and warrants that a) (i) it is not in the United States; (ii) it is not a U.S. Person; and (iii) it is not acting for the account or benefit of a U.S. Person or b) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. Person in reliance on Regulation S;

 

11.  acknowledges that the Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons pursuant to Regulation S under the Securities Act, and the Placing Shares have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and agrees not to reoffer, resell, pledge, transfer or deliver any Placing Shares, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;

 

12.  unless otherwise specifically agreed in writing with Panmure Gordon, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of Restricted Jurisdiction;

 

13.  acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

 

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

 

15.  represents and warrants that: (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, as amended ("FSMA") and other applicable law; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations, and any other applicable law (where all such legislation listed under this (ii) shall together be referred to as the "AML Legislation"); and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and pursuant to AML Legislation and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Panmure Gordon or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which Panmure Gordon or the Company may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Legislation)) in the form and manner requested by Panmure Gordon or the Company on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Panmure Gordon may decide at its sole discretion;

 

16.  if a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA or the UK other than EU Qualified Investors or UK Qualified Investors respectively, or in circumstances in which the prior consent of Panmure Gordon has been given to the offer or resale;

 

17.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA or the UK prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any Member State of the EEA or the UK within the meaning of the EU Prospectus Regulation or UK Prospectus Regulation respectively;

 

18.  represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

 

19.  represents and warrants that it has complied and will comply with all applicable provisions of the FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

 

20.  if in the United Kingdom, represents and warrants that it is a UK Qualified Investor who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of the Financial Promotion Order or (ii) it is a person to whom the Placing Shares may otherwise be lawfully offered under the Financial Promotion Order or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations; and (iii) is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

 

21.  represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement (including this Appendix)) and will honour such obligations;

 

22.  where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (i) to acquire the Placing Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the announcement of which it forms part; and (iii) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Panmure Gordon;

 

23.  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 (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Panmure Gordon may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Panmure Gordon on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

 

24.  acknowledges that neither Panmure Gordon, nor any of its affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Panmure Gordon and that Panmure Gordon does not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

 

25.  undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Panmure Gordon nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Panmure Gordon in respect of the same on the basis that the Placing Shares will be issued to the CREST stock account of Panmure Gordon who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

 

26.  acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Panmure Gordon in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

 

27.  agrees that the Company, Panmure Gordon and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Panmure Gordon on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

 

28.  agrees to indemnify on an after-tax basis and hold the Company, Panmure Gordon and its respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix  and  that the provisions of this Appendix shall survive after completion of the Placing and, further agrees if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Company and Panmure Gordon;

 

29.  acknowledges that no action has been or will be taken by any of the Company, Panmure Gordon or any person acting on behalf of the Company or Panmure Gordon that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

 

30.  acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

 

31.  acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein will continue, notwithstanding any amendment that may in the future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

 

32.  acknowledges that Panmure Gordon or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

 

33.  represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

 

34.  to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement, including this Appendix.

 

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Panmure Gordon and the Company and are irrevocable and shall not be capable of termination in any circumstances.

 

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 Panmure Gordon 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, 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 Panmure Gordon in the event that any of the Company and/or Panmure Gordon has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Panmure Gordon accordingly.

 

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

 

Each Placee, and any person acting on behalf of the Placee, acknowledges that Panmure Gordon does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

 

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Panmure Gordon or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

 

When a Placee or person acting on behalf of the Placee is dealing with Panmure Gordon, any money held in an account with Panmure Gordon on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Panmure Gordon's money in accordance with the client money rules and will be used by Panmure Gordon in the course of its own business and the Placee will rank only as a general creditor of Panmure Gordon.

 

All times and dates in this announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this announcement (including this Appendix) being achieved. Panmure Gordon shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

Past performance is no guide to future performance and persons needing advice should consult an appropriately qualified independent financial adviser.

 

Panmure Gordon is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties, part or all of its fees relating to the Placing.

 

 

MISCELLANEOUS

 

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, each as they form part of the law of England and Wales by virtue of EUWA  (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees 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 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 Target Market Assessment, Panmure Gordon will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or Company 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.

 

The content of this announcement has been issued by, and is the sole responsibility of, Feedback plc.

 

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

 

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 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.

 

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement. Panmure Gordon's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person in respect of any decision to acquire shares in the Company in reliance on any part of this announcement.

 

 

Neither Panmure Gordon or any of its directors, officers, employees, advisers, affiliates or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or for any loss howsoever arising from any use of the announcement or its contents. Panmure Gordon and its directors, officers, employees, advisers, affiliates or agents, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

Data Protection

 

The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its Privacy Notice, a copy of which can be found on the Company's website https://fbkmed.com/privacy-policy/.

 

Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as informed in the referred Privacy Notice.

 

 

 

APPENDIX III

DEFINITIONS

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

 

"Act"

the Companies Act 2006 (as amended);

 

"Admission"

admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies;

"AIM"

the market of that name operated by the London Stock Exchange;

"AIM Rules for Companies"

the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange; 

"AnnualGeneralMeeting" or

"AGM"

the Annual General Meeting of the Company convened for 11.00 a.m. on 29 November 2021or any adjournment thereof;

"Application Form"

the application form to be enclosed within the Circular on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer;

"Board" or "Directors"

the directors of the Company as at the date of this announcement;

"certificated" or "in certificated form"

where an Ordinary Share is not in uncertificated form (namely not in

CREST);

"Circular"

the Circular to be published by the Company on or about 3 November 2021 setting out details of the Placing and Open Offer and containing the Notice of the Annual General Meeting;

 

"Company" or "Feedback"

Feedback plc, a company registered in England and Wales with registered number 00598696;

 

"CREST"

the relevant system (as defined in the CREST regulations) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & International Limited in accordance with the CREST Regulations;

"CREST member"

a person who has been admitted to CREST as a system-member (as defined in the CREST Regulations);

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;

"EIS"

Enterprise Investment Scheme under the provisions of Part 5 of the UK Income Tax Act 2007 (as amended);

"EnlargedShareCapital"

the entire issued share capital of the Company on Admission following completion of the Fundraising;

"Euroclear"

Euroclear UK & International Limited;

"Excess Application Facility"

the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer;

"Excess CREST Open Offer

Entitlement"

in respect of each Qualifying CREST Shareholder, their entitlement (in addition to their Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on them taking up their Open Offer Entitlement in full;

"Excess Shares"

Ordinary Shares applied for by Qualifying Shareholders under the Excess Application Facility;

"Ex-entitlement Date"

the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 3 November 2021;

"ExistingOrdinaryShares"

the 1,066,931,686Ordinary Shares in issue as at the date of this announcement;

"FCA"

the Financial Conduct Authority of the United Kingdom;

"Form of Proxy"

the form of proxy for use by Shareholders in relation to the Annual General Meeting;

"FSMA"

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

"Fundraising"

the Placing and the Open Offer;

"Fundraising Resolutions"

the Resolutions relating only to the Fundraising, being Resolutions 1 and 2, as set out in the Notice of Annual General Meeting;

 

 

"Issue Price"

 

0.7 pence per New Ordinary Share;

"London Stock Exchange"

London Stock Exchange plc;    

 

 

"New Ordinary Shares"

together, the Placing Shares and the Open Offer Shares;

"Open Offer Shares"

71,428,571 new Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer;

"Open Offer"

the conditional invitation made to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in Part III of the Circular and, where relevant, in the Application Form;

"Open Offer Entitlement"

the pro rata entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to subscribe for 1 Open Offer Shares for every 15Existing Ordinary Shares registered in their name as at the Record Date;

"Ordinary Shares"

the ordinary shares of 0.25pence each in the capital of the Company in issue from time to time and having the rights and being subject to the restrictions contained in the articles of association;

 

"Overseas Shareholder"

a Shareholder with a registered address outside the United Kingdom or who are citizens or residents of, or incorporated in countries outside of the United Kingdom;

"Panmure Gordon"

Panmure Gordon (UK) Limited;

"Placees"

persons who have agreed to subscribe for the Placing Shares under the Placing;

 

"Placing Agreement"

the conditional placing agreement entered into between the Company and Panmure Gordon in respect of the Placing, dated 2 November 2021;

"Placing"

the conditional placing by Panmure Gordon (as agent for the Company) of the Placing Shares with certain institutional investors and existing Shareholders, otherwise than on a pre-emptive basis, at the Issue Price on the terms of the Placing Agreement;

 

"Placing Shares"

a minimum of 1,428,571,429new Ordinary Shares which are to be issued under the Placing;

 

"Prospectus Regulation"

EU Prospectus Regulation 2017/1129;

"Qualifying CREST

Shareholders"

Qualifying Shareholders holding Existing Ordinary Shares in a CREST account; 

"Qualifying Non-CREST

Shareholders"

Qualifying Shareholders holding Existing Ordinary Shares in certificated form;

"Qualifying Shareholders"

holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholder who has a registered address in the United States of America or any other Restricted Jurisdiction);

"Record Date"

6.00 p.m. on 29 October 2021being the latest time by which transfers of Existing Ordinary Shares must be received for registration by the Company in order to allow transferees to be recognised as Qualifying Shareholders;

"Regulatory Information Service"

has the meaning given to it in the AIM Rules;

"Resolutions"

the resolutions to be proposed at the Annual General Meeting, including the Fundraising Resolutions, the full text of which are set out in the Notice of Annual General Meeting;

 

"Restricted Jurisdiction"

United States of America, Canada, Australia, Japan, New Zealand and the Republic of South Africa and any other jurisdiction where the extension or availability of the Fundraising would breach any applicable law;

"Securities Act"

US Securities Act of 1933 (as amended);

"Shareholders"

the holders of Existing Ordinary Shares, and the term "Shareholder" shall be construed accordingly;

"stock account"

 

 

an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited;

"TB screening" or "Tuberculosis screening"

Pilot study in India involving screening tuberculosis patients;

"uncertificated" or "uncertificated form"

means recorded on the relevant register or other record of the share or other security concerned 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;

 

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

 "£" or "Pounds"

UK pounds sterling, being the lawful currency of the United Kingdom.

 

 

 

APPENDIX IV

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

Record Date for entitlements under the Open Offer  

  

6.00 p.m. on 29 October 2021

Announcement of the Fundraising  

  

7.00 a.m. on 2 November 2021

Publication and posting of the Circular, the Form of Proxy and (to Qualifying Non-CREST Shareholders only) the Application Form

  

3 November 2021

Ex-entitlement Date for the Open Offer

  

8.00 a.m. on 3 November 2021

Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in

CREST

  

As soon as practical after 8.00 a.m. on 4 November 2021

Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from

CREST

  

4.30 p.m. on 22 November 2021

Latest time and date for depositing Open Offer Entitlements and

Excess CREST Open Offer Entitlements into CREST

  

3.00 p.m. on 23 November 2021

Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)

  

3.00 p.m. on 24 November 2021

Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system

  

11.00 a.m. on 25 November 2021

Latest time and date for receipt of the completed Application Form and appropriate payment in respect of Open Offer Shares or settlement of relevant CREST instruction  

  

11.00 a.m. on 26 November 2021

Annual General Meeting

  

11.00 a.m. on 29 November 2021

Announcement of result of Annual General Meeting and Open Offer

  

29 November 2021

Admission and commencement of dealings in the New Ordinary

Shares on AIM

  

8.00 a.m. on 30 November 2021

CREST members' accounts credited in respect of New Ordinary Shares in uncertificated form

  

from 8.00 a.m. on 30 November 2021

Despatch of definitive share certificates for New Ordinary Shares in certificated form

 

by 13 December 2021

 

 

 

(1)  References to are to London time (unless otherwise stated).

(2)  The dates and timing of the events in the above timetable and in the rest of the Circular are indicative only and may be subject to change.

(3)  If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through a Regulatory Information Service.

 

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