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Ilika plc (IKA)

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Friday 09 July, 2021

Ilika plc

Proposed Placing, Open Offer and Retail Offer

RNS Number : 7331E
Ilika plc
09 July 2021
 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT 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 IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

9 July 2021

Introduction

Ilika plc (AIM: IKA), the advanced solid-state battery company ("Ilika", the "Company" or, together with its subsidiary undertakings, the "Group"), today announces a placing of up to 12,846,428 new ordinary shares of one penny each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 140 pence per Placing Share (the "Issue Price") to raise gross proceeds of approximately £18.0 million (the "Placing").

If all of the Placing Shares are placed, they will represent approximately 9.2 per cent. of the existing issued ordinary share capital of the Company (the "Existing Ordinary Shares") and the Issue Price represents a discount of approximately 30.0 per cent. to the closing mid-market price of 200 pence per Existing Ordinary Share on 8 July 2021, being the latest practicable date prior to the publication of this Announcement.

Ilika also intends to raise gross proceeds of up to approximately £3.7 million through the issue of up to 2,673,811 new Ordinary Shares (the "Open Offer Shares") pursuant to an open offer (the "Open Offer") to allow Ilika shareholders, including those who are not participating in the Placing, to subscribe for new Ordinary Shares at the Issue Price.

In addition to the Placing and the Open Offer, there will be a retail offer via PrimaryBid at the Issue Price to provide an opportunity for retail investors in the United Kingdom to participate in the fundraise (the "Retail Offer" ). The Retail Offer will comprise an offer for subscription of up to 2,142,857 new Ordinary Shares at the Issue Price to raise gross proceeds of up to approximately £3.0 million. A separate announcement is expected to be made by the Company shortly following this Announcement regarding the Retail Offer and its terms.

Certain of the directors of the Company (the "Directors" or the "Board") intend to directly subscribe with the Company for, in aggregate, 10,713 new Ordinary Shares at the Issue Price (the "Director Subscription Shares") (the "Director Subscriptions").

It is intended that the Placing, the Open Offer, the Retail Offer and the Director Subscriptions (together the "Capital Raising") will result in the Company raising total gross proceeds of up to approximately £24.7 million.

Capitalised terms used in this announcement (including the appendices) (this "Announcement") have the meanings given to them in Appendix 2 to this Announcement, unless the context provides otherwise.

Liberum Capital Limited ("Liberum") is acting as nominated adviser and joint bookrunner in connection with the Placing. Joh. Berenberg, Gossler & Co. KG ("Berenberg" and, together with Liberum, the "Joint Bookrunners") is acting as joint bookrunner in connection with the Placing.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix 3 to this Announcement.

The timing of the closing of the Bookbuild and the allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company and the Joint Bookrunners. Neither the Placing, the Open Offer nor the Retail Offer is being underwritten.

A further announcement will be made as soon as practicable following the close of the Bookbuild, confirming final details of the Placing.

The Company intends to publish and send a circular (the "Circular") to holders of Ordinary Shares ( " Shareholders " ) in connection with the General Meeting and the Open Offer on or around 12 July 2021. The Circular will also be available on the Company's website: www.Ilika.com .

 

Capital Raising highlights

 

· Conditional Placing to raise gross proceeds of approximately £18.0 million and an associated Open Offer to raise gross proceeds of up to approximately £3.7 million through the issue of an aggregate of up to 15,520,239 new Ordinary Shares at an Issue Price of 140 pence per share.

 

· Retail Offer via PrimaryBid to raise gross proceeds of up to approximately £3.0 million through the issue of an aggregate of up to 2,142,857 new Ordinary Shares at the Issue Price.

 

· Intended Director Subscriptions to raise gross proceeds of approximately £15,000 through the issue of an aggregate of 10,713 new Ordinary Shares at the Issue Price.

 

· The net proceeds of the Capital Raising are expected to support the development of Ilika's solid-state electric vehicle ("EV") pouch cells through its Goliath programme until the programme reaches and exceeds Lithium Ion Battery ("LIB") equivalence.

 

· In particular, the net proceeds of the Placing (being approximately £17 million) will be utilised as follows:

i.  £10 million to accelerate the development of the Company's Goliath technology, including through targeting and exceeding lithium ion battery equivalence around December 2022;

 

ii.  £5 million to enable a tenfold increase in the capacity of the Goliath pre-pilot line, from 1kWh to 10 kWh per week, targeted by Q1 2023; and

 

iii.  £2 million for general working capital purposes and to support the Company's planned Goliath product development until mid-calendar year 2023.

 

All of the net proceeds of the Open Offer, the Retail Offer and the Director Subscriptions will be used to further support the Group's working capital requirements.

 

· Notice of a General Meeting to approve the resolutions required to implement the Capital Raising to be held on 28 July 2021 at 11.00 a.m. at Walbrook PR Limited, 75 King William Street, London, EC4N 7BE will be set out in the Circular. A detailed timetable of events is set out in Appendix 1 to this Announcement.

 

 

For more information contact:

 

Ilika plc

 

 

 

www.ilika.com

Graeme Purdy, Chief Executive

Via Walbrook PR

Steve Boydell, Finance Director

 

 

 

Liberum Capital Limited

Tel: 020 3100 2000

Andrew Godber, Cameron Duncan, William Hall, Nikhil Varghese

 

 

 

Joh. Berenberg, Gossler & Co. KG

Tel: 020 3207 7800

Emily Morris, Detlir Elezi, Alamgir Ahmed, Milo Bonser

 

 

 

Walbrook PR Ltd

Tel: 020 7933 8780 / [email protected]

Tom Cooper

Mob: 0797 122 1972

Lianne Cawthorne

Mob: 07584 391 303

Nick Rome

Mob: 07748 325 236

 

Note:

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU Regulation No. 596/2014) (as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018) (the "UK MAR"). Upon the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. If you have any queries on this, then please contact Steve Boydell, Finance Director of the Company (the person responsible for arranging the release of this Announcement) on 0203 8011 1400.

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor the Joint Bookrunners nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Liberum is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Liberum will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA, is acting exclusively for the Company in connection with the Placing and will not be acting for any other person (including any Placees) and will not be responsible to any person other than the Company for providing the protections afforded to clients of Berenberg or for advising any other person in respect of the matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of its affiliates or agents 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.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EEA product governance

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 in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: 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, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

The following is an extract from the Chairman's letter to be set out in substantially the same form in the Circular.


Introduction

The Company is pleased to announce a conditional Placing to raise gross proceeds of approximately £18.0 million, an associated Open Offer to raise gross proceeds of up to approximately £3.7 million and a Retail Offer via PrimaryBid to raise gross proceeds of up to approximately £3.0 million, in each case at a price of 140 pence per New Ordinary Share. Certain of the Directors have also conditionally agreed to subscribe directly with the Company for, in aggregate, 10,713 new Ordinary Shares at the Issue Price.

 

The net proceeds of the Capital Raising are expected to be utilised to drive Ilika's roadmap across its portfolio of solid-state battery projects. In particular, the net proceeds of the Placing are expected to be utilised to: (i) accelerate the development of the Company's Goliath technology, including through targeting and exceeding lithium ion battery equivalence around December 2022; (ii) enable a tenfold increase in the capacity of the Goliath pre-pilot line, targeted by Q1 2023; and (iii) strengthen the balance sheet and provide additional working capital and to support the Company's planned Goliath product  development until mid-calendar year 2023.

 

All of the net proceeds of the Open Offer, the Retail Offer and the Director Subscriptions will be used to further support the Group's working capital requirements.

 

The Capital Raising is conditional upon, inter alia, the passing of the Resolutions at the General Meeting. As part of the Placing, the Directors consider that up to approximately £2 million of the gross proceeds of the Placing should qualify for EIS Relief and VCT Relief. Applications will be made in due course to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. EIS/VCT Admission is expected to become effective and dealings in the EIS/VCT Placing Shares are expected to commence at 8.00 a.m. on 29 July 2021. General Admission is expected to become effective and dealings in the General Placing Shares, the Open Offer Shares, the Retail Offer Shares and the Director Subscription Shares are expected to commence at 8.00 a.m. on 30 July 2021.

 

If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing Shares will not be issued and the Company will not receive the related placing monies. In this scenario, the Open Offer, the Retail Offer and the Director Subscriptions will similarly not proceed.

 

The Issue Price represents a discount of approximately 30.0 per cent. to the closing mid-market price of 200 pence per Existing Ordinary Share on the Latest Practicable Date.

 

Background to, and reasons for, the Capital Raising

Ilika is a world-renowned independent expert in the design and manufacture of solid-state batteries.

Ilika has patented expertise in solid-state battery materials, cell designs and processes for manufacturing. There are a number of sectors where original equipment manufacturers ("OEMs") are interested in accessing Ilika's solid state battery technology to power their products. These include EVs, industrial sensors (otherwise known as the Industrial Internet of Things or "IoT"), medical technology ("MedTech") and consumer electronics.

Designs of conventional large format lithium ion cells are reaching their maximum theoretical energy density of 300-350 Wh/kg. Solid state cell designs offer the promise of theoretical energy densities of 475-525 Wh/kg depending on the choice of architecture and materials. Developers around the world are designing and making prototype solid state cells that are gradually increasing in energy density. These new designs are expected to yield energy densities that will exceed conventional lithium ion cells in 2022 and move towards the theoretical limit of such designs over the next five years.

Solid-state cells have a number of environmental benefits over traditional lithium ion cells. Currently, only 5 per cent. of lithium ion cells are recycled and yet they are environmentally harmful due to liquid electrolyte toxicity and the risk of fire and explosions. Traditional lithium ion cells cannot be landfilled or incinerated. In contrast, solid-state cells present no risk of explosion from a flammable electrolyte and commonly available process technologies can be used for recycling, including the oxide electrolytes preferred by Ilika's cells.

In March 2020, Ilika completed an over-subscribed £15 million equity placing, allowing the Company to support the implementation of its Stereax manufacturing scale-up in its own manufacturing operation based within four miles of Ilika's headquarters. This is expected to result in a 70x increase in Stereax production capacity by the end of 2021. Following product qualification, initial product sales are expected in the first half of 2022. Substantial progress has been made towards the completion of the manufacturing facility, including factory acceptance tests for key tools. To date, the Company has spent £2.5 million of the £4.0 million total expected spend on fabrication facility implementation. Once the technology transfer into the manufacturing facility has been achieved, Ilika's business model will continue to be to sell Stereax batteries, although some parts of the manufacturing workflow will be managed on an outsourced basis. The manufacturing facility will be capable of processing 3,500 wafers per annum with an expected revenue generating capability at peak capacity of £12 million per annum. In order to manage the scale-up in production, Ilika hired a Technology Transfer Director in 2020 and is hiring a team with relevant industrial experience. A further step-up in production capacity with a larger manufacturing partner is expected to be required further into the future, when a licensing model may be more appropriate.

In September 2019, Ilika announced the opening of its new large format battery facility, the Goliath pre-pilot line, in Romsey, UK, to support its portfolio of industrial collaborations. On this pre-pilot line, Ilika is developing low-cost printing processes suitable for forming batteries several orders of magnitude larger than miniature Stereax batteries. Establishing this facility formed part of the activities covered by the scope of three Goliath projects being carried out on a collaborative basis with the support of the Faraday Battery Challenge, which is managed by Innovate UK. The three projects supported the production of A6 format composite battery structures by the fourth quarter of 2019, followed by continuously improving cell designs which delivered greater than 100 cycles without failure and conversion efficiencies greater than 90 per cent. by the fourth quarter of 2020. A reproducible baseline manufacturing process was established by the first quarter of 2021.

Given the accelerating demand and addressable market for EVs, underpinned by government policies, scaling Goliath presents a large opportunity for the Company. The Company's Goliath technology development path is aligned with the EV revolution currently taking place, as annual sales accelerate to meet international commitments to reduce carbon emissions. The Company is able to utilise the experience gained from its Stereax technology to help with the scale-up of the Goliath programme.

According to International Energy Agency data, after a decade of rapid growth, in 2020, the global electric car stock reached 10 million, a 43 per cent. increase over 2019, and now represents a 1 per cent. share of all car stock. Battery electric vehicles ("BEVs") accounted for two-thirds of new electric car registrations and two-thirds of the stock in 2020. OEMs are expected to embrace electric mobility more widely in the 2020s. Notably, 18 of the 20 largest OEMs (by vehicles sold in 2020), which combined accounted for almost 90 per cent. of all worldwide new car registrations in 2020, have announced intentions to increase the number of available models and boost production of electric light-duty vehicles ("LDVs") and more than 10 of the largest OEMs worldwide have declared electrification targets for 2030 and beyond. The development path for Goliath batteries is aligned with this market growth. BloombergNEF expects that production of solid state cells will ramp up steadily from 2028 and that, by 2035, they will account for nearly 50 per cent. of total EV batteries in Europe, amounting to 150 GWh of production. Solid-state batteries are expected to reach price parity with conventional lithium ion cells the year prior to this in 2034. 

The adoption of EVs is being driven by legislation around the world in order to reduce carbon emissions and tackle climate change. The EV industry has a roadmap to improve the characteristics of batteries. In the UK, the Automotive Council has published a set of market needs, setting out the improvements in the principal characteristics required to 2035 and beyond. Solid-state batteries have the promise of being able to deliver performance improvements aligned with the industry EV roadmap over and above what the incremental improvements in traditional, liquid-electrolyte-based lithium-ion cells are expected to deliver.

Ilika expects that the initial commercial adoption of its Goliath technology will be led by high value consumer appliance applications such as beauty products including hair straighteners and curling tongs, power tools, cameras, e-cigarettes and medical devices, which can also benefit from some of the unique properties of solid-state batteries.

The three Goliath projects, supported by £5.2 million grant funding to date, are enabling Ilika to interact with leading companies in the UK automotive sector. In the PowerDrive Line project, Ilika, as the lead partner, is working with Honda Europe and Ricardo to develop battery modules that can be charged in under 20 minutes. As part of a consortium led by McLaren Automotive, Ilika is participating in the Multi Optimal Solutions for Energy Storage Systems project to develop battery systems for performance cars. The consortium considers that current electric technology is not sufficiently mature for the demands of high performance cars due to high weight, range limitations and battery management challenges. Through the development of new materials for cells and a modular-designed battery, the consortium aims to deliver the advances it considers are needed to achieve improved levels of functionality and performance. Ilika's third project, Granite, for which it most recently received an award of funding from the Faraday Battery Challenge, is being led by Jaguar Land Rover and is designed to assess the compatibility of Ilika's process with established lithium-ion production techniques. The Goliath programme is closely aligned with UK government industrial strategy and is supported by government bodies tasked with encouraging the UK's EV industry, including the Faraday Battery Challenge.

In April 2021, Ilika announced it had partnered with Comau, part of the Fiat Group, and a world leader in the industrial automation field, to scale up Ilika's existing Goliath pre-pilot line and deliver a plant design for a Goliath manufacturing line at a mega-scale facility. The design study is being supported by the Advanced Propulsion Centre (APC) over the 12-month project. The project, which is led by Ilika, has two objectives, firstly to design the scale up of Ilika's existing Goliath pre-pilot line to increase production of solid-state cells from 1kWh per week to 10kWh per week until the development of a pilot line, targeted by Q1 2023 . Secondly, following the signing of a framework agreement with the BIC in September 2020 for the production of Goliath solid-state pouch cells, Comau will undertake a full study of Ilika's processes and deliver a plant design for a megawatt scale solid-state manufacturing line for ultimate installation at a facility such as the BIC. The target of this stage of scale-up will involve Ilika reaching 5 MWh per week by 2024.

£10.0 million of the net proceeds of the Placing are expected to be used to fund the development of Goliath technology through targeting and exceeding LIB equivalence around December 2022, £5.0 million of those net proceeds is expected to be invested in increasing the capacity of the Goliath pre-pilot line from 1kWh to 10kWh per week, targeted by Q1 2023. In addition, £2.0 million of those net proceeds will be used to strengthen the balance sheet and provide additional working capital and to support the Company's planned Goliath product development until mid-calendar year 2023.

Following product development of Goliath technology to LIB equivalence, the Company plans to further develop Goliath technology until manufacturing readiness in 2024 and the planned subsequent transfer of production to a mega-scale production partner facility (i.e. one that produces MWh per annum of cell capacity), such as the BIC, to help facilitate its manufacturing scale-up targeting a further 500x growth in production capacity from 10kWh to 5MWh per week, in line with the framework agreement entered into with the BIC. The Company will require further funding to facilitate the development of Goliath technology until manufacturing readiness and the planned move of production to a partner facility. Following LIB equivalence being reached, however, the Board believes there will be a range of funding options available to the Company, including strategic partners, government grants and additional equity financing.

Ilika is currently experiencing demand from OEM customers and their direct suppliers ("Tier 1") for prototype cells for evaluation. Ilika expects to generate revenue for the sale of evaluation samples from pilot line production, particularly for consumer appliance applications. Revenue is expected to ramp up significantly to c.£70 million per annum once Ilika's process is established at a mega-scale facility, initially from the sale of cells into consumer appliance applications, followed by the automotive sector. Assuming the transfer of Goliath production into a mega-scale production facility commences in 2024, annual revenues of £50 million from the consumer sector supplemented by an additional £20 million from the automotive sector are expected by the financial year to 30 April 2028. Further growth in revenue beyond that is expected from licensing. Ilika's forecast is made up of expected demand from a portfolio of around 62 OEMs and Tier 1 companies.

Current trading and prospects

Ilika's annual results for the year ended 30 April 2021 announced on 6 July 2021 contained the following statements:

Operating Highlights

Ilika has continued to develop and commercialise its thin-film Stereax® miniature solid-state batteries for powering medical devices and industrial wireless sensors ("IioT") in hostile environments, as well as progressing its development of large-format Goliath cells for electric vehicles ("EV") and cordless appliances. Progress includes:

 

· Achieved substantial progress towards completion of manufacturing facility for Stereax batteries to support 70x increase in production capacity

 

· Progressed factory acceptance tests for key Stereax manufacturing tools

 

· Sold Stereax evaluation samples to a portfolio of 16 Medtech and IIOT customers from pilot line

 

· Strengthened senior management team through appointment of Paul Marron to new position of Technology Transfer and Manufacturing Director, to oversee implementation of the Stereax manufacturing facility

 

· Continued with the execution of a portfolio of 3 collaborative projects supported by the UK Government's Faraday Battery Challenge, supported by 5.2m grant funding enabling work on rapid charging with Honda and Ricardo, battery packs for high performance vehicles with McLaren and cost-effective routes for the mass production of Goliath cells with JaguarLandRover

 

· Signed a framework agreement with the UK Battery Industrialisation Centre (UK-BIC) for the production of Goliath pouch cells, targeting a growth in production 1kWh per week to 5MWh per week by 2024

 

· Commenced a collaboration with Comau, part of the Fiat Group, to scale up Ilika's existing Goliath pre pilot line and deliver a plant design for a manufacturing line at a facility such as the UK-BIC

 

· Grew patent portfolio with a further 4 granted patents in 4 jurisdictions

Financial highlights:

· Turnover £2.3m (2020: £2.8m)

 

· EBITDA Loss adjusted for share based payments for the year £2.3m (2020: £2.1m)

 

· Loss per share 2.53p (2020: 2.95p)

 

· Cash, cash equivalents and bank deposits of £9.8m (2020: £14.8m)

Outlook

Ilika has an intensive period of operational implementation ahead of it for the remainder of this financial year and into next year as it deploys the capital it raised in March 2020 to establish a manufacturing facility for Stereax to satisfy the demand from our medical and IoT customers. The technical maturity of Goliath is expected to continue to rise as prototype cell performance continuously improves. Ilika is looking to accelerate its plans for the scale-up of its Goliath technology such that it can reach a point of manufacturing readiness. These plans would require additional financing to realise, with potential sources of financing including additional government grant funding, equity financing and investment from strategic partners. The Board's confidence continues to build in the commercial opportunity for Ilika's technology across the large markets it addresses and this will provide a strong platform for future growth.

Details of the Placing

The Company is proposing to raise, in aggregate, approximately £18.0 million (before commissions, fees and expenses) by means of the Placing, which comprises the EIS/VCT Placing and the General Placing. The Placing Shares, in aggregate, will represent approximately 9.2 per cent. of the Existing Ordinary Shares. The aggregate net proceeds after costs related to the Placing are expected to be approximately £17.0 million.

The Joint Bookrunners' obligations under the Placing Agreement in respect of the EIS/VCT Placing are conditional, inter alia, upon:

(i)  the Placing Agreement becoming unconditional in all respects (save for any condition relating to EIS/VCT Admission) and not having been terminated in accordance with its terms prior to EIS/VCT Admission;

(ii)  the passing of the Resolutions at the General Meeting (or any adjournment thereof); and

(iii)  EIS/VCT Admission becoming effective by no later than 8.00 a.m. on 29 July 2021 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Joint Bookrunners and the Company may agree).

If any of the conditions above are not satisfied, the EIS/VCT Placing Shares will not be issued.

The Joint Bookrunners' obligations under the Placing Agreement in respect of the General Placing are conditional, inter alia, upon:

(iv)  EIS/VCT Admission having occurred;

(v)  the Placing Agreement becoming unconditional in all respects (save for any condition relating to General Admission) and not having been terminated in accordance with its terms prior to General Admission; and

(vi)  General Admission becoming effective by no later than 8.00 a.m. on 30 July 2021 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Joint Bookrunners and the Company may agree).

If any of the conditions above are not satisfied, the General Placing Shares will not be issued. The EIS/VCT Placing is not conditional on the issue of the General Placing Shares and General Admission, nor is the EIS/VCT Placing (or the General Placing) conditional on the Open Offer or the Retail Offer.

The Placing Shares are not subject to clawback. The Placing is not being underwritten.

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue.

The Company received advance assurance on 24 May 2021 from HMRC that it is a qualifying company for the purposes of the Enterprise Investment Scheme ("EIS Advance Assurance"). Accordingly, whilst the Company currently expects to satisfy the relevant conditions for EIS Relief and VCT Relief in respect of the issue of the EIS/VCT Placing Shares, and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the EIS/VCT Placing Shares from being eligible for EIS and VCT investments on Admission, neither the Directors nor the Company give any representation, warranty or undertaking that relief will be available in respect of the EIS/VCT Placing Shares nor is any representation, warranty or undertaking given that the Company will continue to conduct its activities in a way that qualifies for, or preserves, its eligibility status. HMRC does not consider VCT advance assurance applications where the details of the potential qualifying holding are not given.

Subject to, inter alia, the passing of the Resolutions, application will be made to the London Stock Exchange, by means of the EIS/VCT Application, for the admission of the EIS/VCT Placing Shares to trading on AIM. EIS/VCT Admission is expected to occur and dealings are expected to commence in the EIS/VCT Placing Shares at 8.00 a.m. on 29 July 2021. Application will be made to the London Stock Exchange, by means of the General Application, for the admission of the General Placing Shares, the Open Offer Shares, the Retail Offer Shares and the Director Subscription Shares to trading on AIM. General Admission is expected to occur and dealings are expected to commence in the General Placing Shares, the Open Offer Shares, the Retail Offer Shares and the Director Subscription Shares at 8.00 a.m. on 30 July 2021. Shareholders and potential investors should be aware of the possibility that EIS/VCT Admission may occur but General Admission may not occur. If either Admission does not occur, then the Company will not receive the relevant net proceeds in respect of such Admission and the Company may not be able to finance the activities it intends to utilise the net proceeds of the Placing for, as described in this document, and may have to seek additional funding.

Director Subscriptions

The following Directors intend to subscribe for new Ordinary Shares in the following amounts and pursuant to the Director Subscription Agreements:

Director

Existing beneficial shareholding

new Ordinary Shares subscribed for

Shareholding on completion of the Capital Raising

Shareholding as a percentage of the Enlarged Issued Share Capital

Keith Jackson

95,000

7,142

102,142

0.1

Monika Biddulph

12,500

3,571

16,071

0.0

 

In addition, Steve Boydell, Brian Hayden and Graeme Purdy intend to exercise options entitling them to 10,000, 8,000 and 30,000 new Ordinary Shares respectively in accordance with the terms of the Company's bonus scheme as soon as reasonably practicable following the General Meeting, conditionally on the Capital Raising becoming unconditional.

Details of the Open Offer

The Company considers it important that Qualifying Shareholders have an opportunity (where it is practicable for them to do so) to participate at the same price per New Ordinary Share as investors in the Placing and, accordingly, the Company is making the Open Offer to Qualifying Shareholders. The Company is proposing to raise a maximum of approximately £3.7 million (before expenses) (assuming full take up of the Open Offer but being less than the €8.0 million maximum amount permitted without requiring the publication by the Company of a prospectus under the Prospectus Regulation Rules Sourcebook) through the issue of up to 2,673,811 Open Offer Shares.

 

The Open Offer Shares are available to Qualifying Shareholders (including Qualifying Shareholders who are also participants in the Placing) pursuant to the Open Offer at the Issue Price of 140 pence per Open Offer Share, payable in full on acceptance. The Issue Price represents a discount of approximately 30.0 per cent. to the closing mid-market price of 200 pence per Existing Ordinary Share on the Latest Practicable Date. Any Open Offer Shares not applied for by Qualifying Shareholders will be available to other Qualifying Shareholders under the Excess Application Facility.

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

1 Open Offer Share for every 52 Existing Ordinary Shares
held by the Qualifying Shareholder on the Record Date

Entitlements of Qualifying Shareholders to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to Qualifying Shareholders but will be aggregated and made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlements. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in, Restricted Jurisdictions will not qualify to participate in the Open Offer.

 

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. Applicants can apply for less or more than their Open Offer Entitlements 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 of applicants in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. The Board may scale back applications made in excess of Open Offer Entitlements on such basis as it reasonably considers to be appropriate.

 

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

The Open Offer is subject to the satisfaction, inter alia, of the following conditions on or before 30 July 2021 (or such later date (being no later than the Long Stop Date) as the Joint Bookruners and the Company may agree):

 

(i)  the Placing becoming unconditional in all respects (save for any condition relating to General Admission);

 

(ii)  the passing of the Resolutions at the General Meeting (or any adjournment thereof);

(iii)  General Admission becoming effective by 8.00 a.m. on 30 July 2021 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Joint Bookrunners and the Company may agree).

 

Accordingly, if the above conditions are not satisfied, the Open Offer will not proceed and the Open Offer Shares will not be issued and all monies received by the Receiving Agent will be returned to the applicants (at the applicant's risk and without interest) as soon as possible but, in any event, within 14 days thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

 

The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the Placing Shares and the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue.

 

Application will be made to the London Stock Exchange, by means of the General Application, for the admission of the Open Offer Shares to trading on AIM. General Admission is expected to occur and dealings are expected to commence in the Open Offer Shares at 8.00 a.m. on 30 July 2021.

 

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST stock accounts on 13 July 2021. Application has also been made for the Excess CREST Open Offer Entitlements to be admitted to CREST and it is also expected that such Excess CREST Open Offer Entitlements will be credited to CREST stock accounts on 13 July 2021. The Open Offer Entitlements and Excess CREST Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 27 July 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 a bona fide market claim. The Open Offer Shares must be paid for in full on application.

 

The latest time and date for receipt of completed Application Forms or CREST instructions and payment in respect of the Open Offer is 11.00 a.m. on 27 July 2021. The Open Offer is not being made to certain Overseas Shareholders.

 

The procedure for application and payment depends on whether, at the time at which such application and payment is made, a Qualifying Shareholder has an Application Form in respect of their Open Offer Entitlement or has their Open Offer Entitlement credited to their stock account in CREST.

 

Details of the Retail Offer

The Company is proposing to raise, in aggregate, approximately £3.0 million (before commissions, fees and expenses) by means of the Retail Offer to certain retail investors via the PrimaryBid platform, at the Issue Price of 140 pence per Retail Offer Share.

The Retail Offer Shares to be issued pursuant to the Retail Offer represent approximately 1.5 per cent. of the Existing Ordinary Shares and will, on General Admission (assuming the Resolutions are passed at the General Meeting and full subscription under the Open Offer), represent approximately 1.4 per cent. of the Enlarged Issued Share Capital.

Sources and uses of proceeds

The net proceeds of the Capital Raising are expected to support the development of Ilika's solid-state EV pouch cells through its Goliath programme until the programme reaches and exceeds LIB equivalence.

 

In particular, the net proceeds of the Placing (being approximately £17.0 million) will be utilised as follows:

 

i.  £10 million to accelerate the development of the Company's Goliath technology, including through targeting and exceeding lithium ion battery equivalence around December 2022;

 

ii.  £5 million to enable a tenfold increase in the capacity of the Goliath pre-pilot line, from 1kWh to 10 kWh per week, targeted by Q1 2023; and

 

iii.  £2 million for general working capital purposes and to support the Company's planned Goliath product development until mid-calendar year 2023.

 

All of the net proceeds of the Open Offer, the Retail Offer and the Director Subscriptions will be used to further support the Group's working capital requirements.

 

Effects of the Capital Raising

Upon General Admission, and assuming full take up of Open Offer Entitlements and the Retail Offer, the Enlarged Issued Share Capital is expected to be 156,711,981 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 11.3 per cent. of the Enlarged Issued Share Capital.

Following the issue of the New Ordinary Shares pursuant to the Capital Raising, assuming full take up of Open Offer Entitlements and the Retail Offer, Qualifying Shareholders who neither take up any of their Open Offer Entitlements nor participate in the Retail Offer nor the Placing will suffer a dilution of approximately 11.3 per cent. to their interests in the Company. If a Qualifying Shareholder takes up their Open Offer Entitlement in full, but does not participate in the Placing or the Retail Offer, they will suffer a dilution of approximately 9.6 per cent. to their interest in the Company.

The Directors have concluded that proceeding with the Capital Raising is the most suitable option available to the Company for raising additional funds through the issue of the New Ordinary Shares and that issuing the New Ordinary Shares at a discount is fair and reasonable so far as all existing Shareholders are concerned. The Issue Price has been set by the Joint Bookrunners, after consultation with the Company, following their assessment of market conditions and following discussions with a number of institutional investors.

General Meeting

The Directors currently have existing authorities to allot shares and dis-apply pre-emption rights under section 551 and section 570 of the Companies Act 2006 (the "Companies Act") which were obtained at the Company's Annual General Meeting held on 22 September 2020. However, these are insufficient to enable the Company to allot and issue the full amount of New Ordinary Shares pursuant to the Capital Raising. Accordingly, in order for the Company to allot and issue the New Ordinary Shares, the Company needs to first obtain approval from its Shareholders to grant to the Board additional authority to allot the New Ordinary Shares and to dis-apply statutory pre-emption rights which would otherwise apply to such allotment. The Company is therefore also seeking Shareholder authority to increase the Directors' general authority to allot securities and dis-apply pre-emption rights pursuant to sections 551 and 570 of the Companies Act, respectively.

A Notice of the General Meeting to be held at Walbrook PR Limited, 75 King William Street, London, EC4N 7BE, at 11.00 a.m. on 28 July 2021, at which the Resolutions will be proposed, will be set out in the Circular.

If any Resolution is not passed by the Shareholders at the General Meeting, the Capital Raising will not proceed. The Resolutions can be summarised as follows:

· an ordinary resolution (requiring a simple majority of votes in favour) to seek the approval of Shareholders to authorise the Directors to allot the New Ordinary Shares in connection with the Capital Raising; and

· a special resolution (requiring the approval of at least 75 per cent. of the votes cast) to seek the approval of Shareholders to authorise the Directors to dis-apply pre-emption rights in connection with the allotment of the New Ordinary Shares in connection with the Capital Raising. This authority will be sought to allow the Directors to issue New Ordinary Shares on a non pre-emptive basis in connection with the Capital Raising. Whilst Shareholders may apply for Open Offer Shares under the Open Offer pro rata to their holdings of Existing Ordinary Shares, this resolution is nevertheless required to deal with, inter alia, Excess Open Offer Entitlements and other practical issues in the context of the Open Offer, in particular, in relation to fractional entitlements to Open Offer Shares and legal and/or practical restrictions under the laws of certain territories or the requirements of relevant regulatory bodies or stock exchanges.

 

Save in respect of the allotment of the New Ordinary Shares, the grant of options to employees under employee share plans or other similar incentive arrangements and pursuant to any exercise of existing options in respect of Ordinary Shares (including in relation to the proposed exercise of options by certain Directors referred to in the paragraph headed "Director Subscriptions" above), the Directors have no current intention to allot shares, or rights to subscribe or convert into shares, in the capital of the Company.



 

Appendix 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Open Offer Record Date

6.00 p.m. on 8 July 2021

Announcement of the Capital Raising

9 July 2021

Date Existing Ordinary Shares marked 'ex-entitlement' by the London Stock Exchange

8.00 a.m. on 12 July 2021

Date of Circular and posting of Circular, Application Forms and Forms of Proxy

12 July 2021

Open Offer Entitlements and Excess Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders or as soon possible thereafter

13 July 2021

Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST

4.30 p.m. on 21 July 2021

Latest time and date for depositing Open Offer Entitlements and/or Excess Open Offer Entitlements into CREST

3.00 p.m. on 22 July 2021

Latest time and date for splitting Application Forms (to satisfy bona fide market claims in relation to Open Offer Entitlements only)

3.00 p.m. on 23 July 2021

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

11.00 a.m. on 26 July 2021

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of the relevant CREST instructions (as appropriate)

11.00 a.m. on 27 July 2021

General Meeting

11.00 a.m. on  28 July 2021

Results of the General Meeting and the Open Offer expected to be announced through a Regulatory Information Service

28 July 2021

Expected date for EIS/VCT Admission and commencement of dealings in the EIS/VCT Placing Shares

8.00 a.m. on 29 July 2021

Expected time and date on which CREST accounts to be credited with EIS/VCT Placing Shares in uncertificated form 

29 July 2021

Expected date for General Admission and commencement of dealings in the General Placing Shares, the Open Offer Shares, the Retail Offer Shares and any Director Subscription Shares

8.00 a.m. on 30 July 2021

Expected time and date on which CREST accounts to be credited with General Placing Shares, Open Offer Shares, Retail Offer Shares and Director Subscription Shares in uncertificated form 

30 July 2021

Expected date for despatch of definitive share certificates in respect of EIS/VCT Placing Shares to be issued in certificated form

By 13 August 2021

Expected date for despatch of definitive share certificates in respect of General Placing Shares, Open Offer Shares, Retail Offer Shares and Director Subscription Shares to be issued in certificated form

By 14 August 2021

Long Stop Date

8.00 a.m. on 17 August 2021

 

Notes:

(1)  Reference to times in this Announcement are to London time (unless otherwise stated).

(2)  Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to the Shareholders by announcement though a Regulatory Information Service.

(3)  Admission and the commencement of dealings in the New Ordinary Shares on AIM are conditional on, inter alia, the passing of the Resolutions at the General Meeting.



 

APPENDIX 2

DEFINITIONS

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

"Admission"

EIS/VCT Admission, in the case of the EIS/VCT Placing Shares, and/or General Admission, in the case of the General Placing Shares, the Open Offer Shares, the Retail Offer Shares and the Director Subscription Shares, as the context requires

"AIM"

the market of that name operated by the London Stock Exchange

"AIM Rules"

the AIM Rules for Companies published by the London Stock Exchange from time to time

"Announcement"

this announcement (including the appendices)

"Applications"

the EIS/VCT Application and/or the General Application, as the context requires

"Application Form"

the personalised application form which will accompany the Circular (where appropriate) pursuant to which Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) may apply to subscribe for Open Offer Shares under the Open Offer

"Berenberg"

Joh. Berenberg, Gossler & Co. KG, London Branch the Company's joint bookrunner in connection with the Placing

"Board" or "Directors"

the board of directors of the Company

"Bookbuild"

the accelerated bookbuild process in relation to the Placing, on the terms described in the Placing Agreement and the other Placing documents, which will establish the number of Placing Shares to be issued and allotted pursuant to the Placing and the Issue Price

" Capital Raising "

the Placing, the Open Offer, the Retail Offer and the Director Subscriptions

"Circular"

the circular to shareholders in connection with the Open Offer (and containing the Notice of the General Meeting) to be published and posted on or around 12 July 2021

"Company" or "Ilika"

Ilika plc

"Companies Act"

the Companies Act 2006

"CREST" or "CREST system"

the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear

"CREST Member"

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

"CREST Participant"

a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI2001/3755)

"Director Subscriptions"

the subscriptions to be made at the Issue Price by, or on behalf of, the following Directors:

(a)  Keith Jackson, in respect of 7,142 new Ordinary Shares; and

(b)  Monika Biddulph, in respect of 3,571 new Ordinary Shares

"Director Subscription Agreements"

the subscription agreements to be dated on or about the date of this Announcement between the Company and each of the Directors subscribing for Director Subscription Shares

"Director Subscription Shares"

the 10,713 new Ordinary Shares to be issued pursuant to the Director Subscriptions

"EIS"

Enterprise Investment Scheme under the provisions of Part 5 of the ITA 2007 (as amended)

"EIS/VCT Admission"

admission of the EIS/VCT Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules

"EIS/VCT Application"

the application to the London Stock Exchange for EIS/VCT Admission as required by Rule 29 of the AIM Rules

"EIS/VCT Placing"

the conditional placing of the EIS/VCT Placing Shares by the Joint Bookrunners, as agents on behalf of the Company, pursuant to the Placing Agreement

"EIS/VCT Placing Shares"

the 1,428,571 new Ordinary Shares proposed to be allotted and issued to certain persons seeking to invest in "eligible shares" for the purposes of the applicable legislation in relation to EIS or VCT for cash pursuant to the terms and subject to the conditions set out in the Placing Agreement

"EIS Relief"

the relief claimed by any holder of the EIS/VCT Placing Shares under Part 5 of the ITA 2007 or exemption or relief available under sections 150A, 150C and Schedule 5B Taxation of Chargeable Gains Act 1992

"Enlarged Issued Share Capital"

the issued ordinary share capital of the Company immediately following each Admission

"Euroclear"

Euroclear UK & Ireland Limited, the operator of CREST

"Excess Application Facility"

the arrangement pursuant to which Qualifying Shareholders may apply for any number of Open Offer Shares in excess of their Open Offer Entitlement provided that they have agreed to take up their Open Offer Entitlement in full in accordance with the terms and conditions of the Open Offer

"Excess CREST Open Offer Entitlement"

in respect of each Qualifying CREST Shareholder, the  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 and which may be subject to scaling back in accordance with the provisions of the Circular

"EU Prospectus Regulation"

Regulation (EU) 2017/1129

"EUWA"

the European Union (Withdrawal) Act 2018

"Excess Open Offer Entitlement"

in respect of each Qualifying Shareholder, the 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 and which may be subject to scaling back in accordance with the provisions of the Circular

"Excess Shares"

Open Offer 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 8.00 a.m. on 12 July 2021

"Existing Ordinary Shares"

the 139,038,172 existing Ordinary Shares in issue as at the Latest Practicable Date

"FCA"

the Financial Conduct Authority

"Form of Proxy"

the form of proxy for use by Shareholders in connection with the General Meeting and which will accompany the Circular

"FSMA"

the Financial Services and Markets Act 2000

"General Admission"

admission of the General Placing Shares, the Open Offer Shares, the Retail Offer Shares and the Director Subscription Shares to trading on AIM becoming effective in accordance with the AIM Rules

"General Application"

the application to the London Stock Exchange for General Admission as required by Rule 29 of the AIM Rules

"General Meeting"

the general meeting of the Company to be held at Walbrook PR Limited, 75 King William Street, London, EC4N 7BE at 11.00 a.m. on 28 July 2021, or any adjournment thereof, notice of which will be set out at the end of the Circular

"General Placing"

the conditional placing of the General Placing Shares by the Joint Bookrunners, as agents on behalf of the Company, pursuant to the Placing Agreement

"General Placing Shares"

the 11,417,857 new Ordinary Shares proposed to be allotted and issued by the Company to certain persons for cash pursuant to the terms and subject to the conditions set out in the Placing Agreement which are not EIS/VCT Placing Shares

"GWh"

gigawatt hour

"Group"

the Company and its subsidiary undertakings from time to time

"HMRC"

HM Revenue & Customs in the UK

"Issue Price"

140 pence per New Ordinary Share

"ITA 2007"

the Income Tax Act 2007

"Joint Bookrunners"

together, Liberum and Berenberg

" kWh "

kilowatt hour

"Latest Practicable Date"

close of business (5.00 p.m. London time) on 8 July 2021, being the latest practicable date prior to the date of this Announcement

"Liberum"

Liberum Capital Limited, the Company's nominated adviser and joint bookrunner in connection with the Placing

"LIB"

lithium ion battery

"London Stock Exchange"

London Stock Exchange plc

"Long Stop Date"

17 August 2021

"MWh"

megawatt hour

"Money Laundering Regulations"

the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), the money laundering provisions of the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and the Criminal Finances Act 2017

"New Ordinary Shares"

the Placing Shares, the Open Offer Shares, the Retail Offer Shares and the Director Subscription Shares

"Notice of the General Meeting"

the notice of the General Meeting to be set out at the end of the Circular

"Open Offer"

the conditional invitation to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions to be set out in the Circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form which will accompany the Circular

"Open Offer Entitlement"

the pro rata basic entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply to subscribe for 1 Open Offer Share for every 52 Existing Ordinary Shares registered in its name as at the Record Date

"Open Offer Record Date" or "Record Date"

the record date in relation to the Open Offer, being 6.00 p.m. on or 8 July 2021

"Open Offer Shares"

up to 2,673,811 new Ordinary Shares to be issued by the Company to Qualifying Shareholders pursuant to the Open Offer

"Ordinary Shares"

ordinary shares of £0.01 each in the capital of the Company

"Overseas Shareholders"

Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside of the UK

"Participant ID"

the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant

"Placee"

any person who agrees to subscribe for Placing Shares pursuant to the Placing

"Placing"

the conditional placing by the Joint Bookrunners, as agents for the Company, of the Placing Shares at the Issue Price on the terms and conditions set out in the Placing Agreement

"Placing Agreement"

the placing agreement dated 9 July 2021 between the Company and the Joint Bookrunners

"Placing Shares"

together, the EIS/VCT Placing Shares and the General Placing Shares

"PrimaryBid"

the website operated by PrimaryBid Limited and known as PrimaryBid.com which will host the Retail Offer

"Prospectus Regulation Rules Sourcebook"

the prospectus rules made by the FCA in exercise of its functions as competent authority pursuant to Part VI of FSMA, as amended from time to time

"Qualifying CREST Shareholders"

Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in uncertificated form

"Qualifying Non-CRESTShareholders"

Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form

"Qualifying Shareholders"

Shareholders on the register of members of the Company on the Record Date with the exclusion (subject to exemptions) of persons with a registered address or located or resident in a Restricted Jurisdiction

"Receiving Agent" or "Registrar"

Computershare Investor Services PLC

"Regulatory InformationService"

a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website

"Resolutions"

the resolutions set out in the Notice of the General Meeting

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for the Company if information or documentation concerning the proposals set out in this Announcement is sent or made available to Shareholders in that jurisdiction including, without limitation, the United States of America, Canada, Australia, New Zealand, Japan and the Republic of South Africa

"Retail Offer"

the offer made by the Company on the PrimaryBid platform of the Retail Offer Shares at the Issue Price

"Retail Offer Shares"

2,142,857 new Ordinary Shares to be issued by the Company to retail investors pursuant to the Retail Offer

"Securities Act"

the US Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder

"Shareholders"

holders of Ordinary Shares

"Tier 1"

advanced supplier to OEMs prior to product finalisation

"UK MAR"

the Market Abuse Regulation (EU Regulation No. 596/2014) (as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018)

"UK Prospectus Regulation"

Regulation (EU) 2017/1129 (as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018)

"uncertificated" or "inuncertificated form"

recorded on the relevant register of Ordinary Shares 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

"United States" or "US"

the United States of America, each state thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction

"VCT"

a Venture Capital Trust under Part 6 of the Income Tax Act 2007

"VCT Relief"

the relief claimed by any holder of the EIS/VCT Placing Shares under Part 6 of the ITA 2007 or exemption or relief available under sections 151A, 151B and Schedule 5C Taxation of Chargeable Gains Act 1992 or Chapter 5 of Part 6 of the Income Tax (Trading and Other Income) Act 2005

"Wh/kg"

watt-hour per kilogram

"£", "pounds sterling", "pence" or "p"

are references to the lawful currency of the United Kingdom

"" or "Euros"

are references to the lawful currency of the European Union.



 

Appendix 3

 

Terms and Conditions of the Placing

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX 3) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ILIKA PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE  UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES 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 OF THE UNITED STATES.  THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX 3) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement, the Placing and/or the issue or sale of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, either of the Joint Bookrunners or any of their respective affiliates, agents, directors, partners (persönlich haftende Gesellschafter), officers or employees (together "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares 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 the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan.  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 United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

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

By participating in the Bookbuild and Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix 3.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Joint Bookrunners and the Company 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 a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a)  it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and

(b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:

 

(i)  the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

 

(ii)  where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

 

3.  in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:

 

(a)  it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and

(b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU 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 a Relevant State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

 

(ii)  where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

 

4.  it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

5.  it understands (or, if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix 3;

6.  except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 5 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and

7.  the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published.  No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the contract note to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company or any other person and none of the Joint Bookrunners, the Company nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement.  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.  No Placee should consider any information in this Announcement to be legal, tax or business advice.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners have today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares. 

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of one penny each ("Ordinary Shares") in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not, for a period of 120 days after (but including) Admission, allot, issue, offer, sell, contract to sell or issue, grant any option, right or warrant to subscribe for or purchase or otherwise dispose of or create any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention, or any other security agreement or arrangement, or any agreement to create any of the foregoing over, directly or indirectly, any "equity securities" (as defined in the Companies Act) (or any securities convertible into or exchangeable for equity securities or which carry rights to subscribe or purchase equity securities) or any interest in any equity securities or agree to do any of such things or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above.  This agreement is subject to certain customary exceptions and does not prevent the allotment and issue of the Open Offer Shares pursuant to the Open Offer or the Retail Offer Shares pursuant to the Retail Offer, the grant or exercise of options under any of the Company's existing share incentives and share option schemes, or following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence.

Conditions to the Placing

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

The Joint Bookrunners' obligations under the Placing Agreement in respect of the EIS/VCT Placing are conditional, inter alia, upon:

(i)  the Placing Agreement becoming unconditional in all respects (save for any condition relating to EIS/VCT Admission) and not having been terminated in accordance with its terms prior to EIS/VCT Admission;

 

(ii)  the passing of the Resolutions at the General Meeting (or any adjournment thereof); and

 

(iii)  EIS/VCT Admission becoming effective by no later than 8.00 a.m. on 29 July 2021 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Joint Bookrunners and the Company may agree).

 

The Joint Bookrunners' obligations under the Placing Agreement in respect of the General Placing are conditional, inter alia, upon:

(iv)  EIS/VCT Admission having occurred;

 

(v)  the Placing Agreement becoming unconditional in all respects (save for any condition relating to General Admission) and not having been terminated in accordance with its terms prior to General Admission; and

 

(vi)  General Admission becoming effective by no later than 8.00 a.m. on 30 July 2021 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Joint Bookrunners and the Company may agree),

 

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being, together, the "Conditions").

If any of the Conditions set out in the Placing Agreement is not satisfied or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive satisfaction of all or any of the Conditions in whole or in part, or extend the time provided for satisfaction of one or more Conditions, save that certain Conditions including the Conditions relating to Admission referred to in paragraphs (iii) and (vi) above may not be waived.  Any such extension or waiver will not affect Placees' commitments as set out in this Appendix 3.

The Joint Bookrunners may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Joint Bookrunner nor any of its affiliates, agents, directors, officers or employees 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 any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision any of them 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 the Joint Bookrunners.

In consideration for their services in relation to the Placing and Admission and conditional upon completion of the Placing, the Joint Bookrunners will be paid a commission based on the aggregate value of the Placing Shares at the Issue Price.

Termination of the Placing

Each Joint Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to either Admission if, inter alia:

(a)  there has, in the opinion of that Joint Bookrunner (acting in good faith), been a breach of the warranties given to it;

(b)  there has, in the opinion of that Joint Bookrunner (acting in good faith), been a material adverse change;

(c)  any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become or has been discovered to be untrue or inaccurate in any respect or misleading in any respect; or

(d)  in the opinion of that Joint Bookrunner (acting in good faith), there has been a force majeure event.

If one Joint Bookrunner (the "Withdrawing Joint Bookrunner") but not both Joint Bookrunners serves notice to terminate the Placing Agreement, the other Joint Bookrunner (the "Continuing Joint Bookrunner") may, in its absolute discretion and without obligation, within 24 hours thereafter, elect, by giving notice to the Company, to allow the Placing to proceed on the basis that the Continuing Joint Bookrunner shall assume any and all obligations of the Withdrawing Joint Bookrunner save (i) where the Withdrawing Joint Bookrunner is the Company's nominated adviser, as nominated adviser to the Company and (ii) as regards any breach of the terms of the Placing Agreement by the Withdrawing Joint Bookrunner prior to the date of such termination, which remain to be performed under the Placing Agreement.  If the Continuing Joint Bookrunner fails to make that election to the Company within such 24 hour period then the Placing Agreement will terminate.

Following EIS/VCT Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the EIS/VCT Placing Shares. Following General Admission, the Placing  Agreement is not capable of termination to the extent it relates to the Placing of any of the General Placing Shares. For the avoidance of doubt, EIS/VCT Admission is not conditional on General Admission taking place.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or either of the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the relevant Joint Bookrunner or for agreement between the Company and the relevant Joint Bookrunner (as the case may be) and that neither the Company nor the relevant Joint Bookrunner need make any reference to such Placee and that none of the Company, the Joint Bookrunners nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by a Joint Bookrunner of a trade confirmation email confirming that Placee's allocation and commitment in the Placing.

Applications for admission to trading

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

It is expected that EIS/VCT Admission will take place on or before 8.00 a.m. on 29 July 2021 and that dealings in the EIS/VCT Placing Shares on AIM will commence at the same time. It is expected that General Admission will take place on or before 8.00 a.m. on 30 July 2021 and that dealings in the General Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1.  The Joint Bookrunners are acting as joint bookrunners to the Placing, as agents for and on behalf of the Company.

2.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited by either of the Joint Bookrunners to participate.  Each of the Joint Bookrunners and any of their respective affiliates are entitled to participate in the Placing as principal.

3.  The price per Placing Share (the "Issue Price") is fixed at 140 pence and is payable to the relevant Joint Bookrunner (as agent for the Company) by each Placee.

4.  The Joint Bookrunners will, following consultation with the Company, determine in their absolute discretion the extent of each Placee's participation in the Placing, and this will be confirmed orally or in writing (including by email) by the relevant Joint Bookrunner as agent of the Company. Such confirmation will constitute a legally binding commitment on the relevant Placee to acquire the relevant Placing Shares.

5.  Each Placee's allocation and commitment will be evidenced by a trade confirmation email issued to such Placee by the relevant Joint Bookrunner.  The terms of this Appendix 3 will be deemed incorporated in that contract note.

6.  Each Placee's allocation and commitment to acquire Placing Shares will be made on the terms and subject to the conditions in this Appendix 3 and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted.  Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

7.  Except as required by law or regulation, no press release or other announcement will be made by either of the Joint Bookrunners 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.

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

9.  All obligations under the Placing will be subject to satisfaction of the conditions referred to above under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to above under "Termination of the Placing".

10.  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 above and will not be capable of rescission or termination by the Placee.

11.  To the fullest extent permissible by law and applicable FCA rules, neither:

(a)  the Joint Bookrunners;

(b)  any of the Joint Bookrunners' respective affiliates, agents, directors, officers, consultants, partners (persönlich haftende Gesellschafter) or employees; nor

(c)  to the extent not contained within (a) or (b), any person connected with a Joint Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of such Joint Bookrunner);

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither the Joint Bookrunners nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a trade confirmation email which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to the relevant Joint Bookrunner.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Joint Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with such Joint Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB00B608Z994) following Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST is expected to occur, in respect of the EIS/VCT Placing Shares on 29 July 2021, and, in respect of the General Placing Shares on 30 July 2021 (each a "Settlement Date") in accordance with the contract notes.  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 the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form.  Each Joint Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST. The relevant settlement details for the EIS/VCT Placing Shares are as follows:

 

CREST Participant ID of Liberum:  ENQAN

CREST Participant ID of Berenberg:  5KQAQ

Expected Trade time & date:      08.00 a.m. on 9 July 2021

Settlement Date:       29 July 2021

ISIN code for the Placing Shares:     GB00B608Z994

Deadline for Placee to input instructions into CREST:   12.00 p.m. on 28 July 2021

 

The relevant settlement details for the General Placing Shares are as follows:

 

CREST Participant ID of Liberum:  ENQAN

CREST Participant ID of Berenberg:  5KQAQ

Expected Trade time & date:    08.00 a.m. on 9 July 2021

Settlement Date:    30 July 2021

ISIN code for the Placing Shares:    GB00B608Z994

Deadline for Placee to input instructions into CREST:   12.00 p.m. on 29 July 2021

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of three percentage points above the prevailing base rate of Barclays Bank plc as determined by the Joint Bookrunners.

Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for the relevant Joint Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. By communicating a bid for Placing Shares, such Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully take in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation.  Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve 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 in the Bookbuild, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Company and the Joint Bookrunners (in their capacity as bookrunners and placing agents of the Company in respect of the Placing) that (save where the relevant Joint Bookrunner expressly agrees in writing to the contrary):

1.  it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement;

 

2.  it has not received (and will not receive) a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

 

(a)  is required under the UK Prospectus Regulation or other applicable law; and

(b)  has been or will be prepared in connection with the Placing;

 

3.  the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) (as it forms part of United Kingdom domestic law by virtue of the EUWA (the "UK MAR")), 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 it 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.  it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither the Joint Bookrunners nor the Company nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information"); nor has it requested either Joint Bookrunner, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;

 

5.  neither Joint Bookrunner nor any person acting on behalf of it nor any of their respective Representatives has or shall have any liability for any Publicly Available 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;

 

6. 

(a)  the only information on which it is entitled to rely and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement;

(b)  neither the Joint Bookrunners, nor the Company (nor any of their respective affiliates, agents, directors, officers and employees) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;

(c)  it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and

(d)  it has not relied on any investigation that the Joint Bookrunners or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

 

7.  the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Joint Bookrunners nor any persons acting on their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise.  Nothing in this Appendix 3 shall exclude any liability of any person for fraudulent misrepresentation;

 

8.  it may be asked to disclose in writing or orally to the Joint Bookrunners: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

 

9.  it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the relevant Joint Bookrunner determines;

 

10.  it and/or each person on whose behalf it is participating:

 

(a)  is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)  has fully observed such laws and regulations;

(c)  has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(d)  has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix 3) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

 

11.  it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

 

12.  it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

 

13.  it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

 

14.  it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

 

15.  it understands that:

 

(a)  the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and will be subject to restrictions on resale and transfer subject to certain exceptions under US law;

(b)  no representation is made as to the availability of the exemption provided by Rule 144 of the Securities Act for resales or transfers of Placing Shares; and

(c)  it will not deposit the Placing Shares in an unrestricted depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

 

16.  it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

 

(a)  in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

(b)  pursuant to another exemption from registration under the Securities Act, if available,

and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;

17.  it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.  EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

18.  it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

 

19.  it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing Shares and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

 

20.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing, in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

 

21.  none of the Joint Bookrunners, the Company, their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or 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 a client of either Joint Bookrunner and that neither Joint Bookrunner has any duties or responsibilities to it for providing the protections afforded to its clients 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 its rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;

 

22.  it will make payment to the relevant Joint Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the relevant Joint Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

 

23.  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

 

24.  no action has been or will be taken by any of the Company, either of the Joint Bookrunners or any person acting on behalf of the Company or either of the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

 

25.  the person who it specifies for registration as holder of the Placing Shares will be:

 

(a)  the Placee; or

(b)  a nominee of the Placee, as the case may be, 

 

and that the Joint Bookrunners and the Company will not 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 acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted or transferred (as applicable) to a CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

 

26.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

 

27.  if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

 

28.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in a Relevant State prior to the expiry of a period of six months from 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 and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA (within the meaning of the UK Prospectus Regulation) or an offer to the public in any member state of the EEA (within the meaning of the EU Prospectus Regulation);

 

29.  if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and, if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

 

30.  it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by either Joint Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

 

31.  it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the UK MAR in respect of anything done in, from or otherwise involving the United Kingdom);

 

32.  if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it 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 the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of the Joint Bookrunners has been given to each proposed offer or resale;

 

33.  if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

 

(a)  dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company;

(b)  encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or

(c)  unlawfully disclosed such information to any person, prior to the information being made publicly available;

 

34.  neither Joint Bookrunner, nor the Company nor any of their respective Representatives nor any person acting on behalf of the Company, either Joint Bookrunner or its Representatives is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;

 

35.  each Joint Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, either of the Joint Bookrunners and/or any of its respective affiliates acting as an investor for its or their own account(s).  Neither the Joint Bookrunners nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

 

36.  it:

 

(a)  has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations");

 

(b)  is not a person:

(i)  with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;
(ii)  named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
(iii)  subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(together with the Money Laundering Regulations, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide at their sole discretion;

37.  in order to ensure compliance with the Regulations, each Joint Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to the relevant Joint Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Joint Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the relevant Joint Bookrunner's or the Company's registrars', as the case may be, absolute discretion.  If within a reasonable time after a request for verification of identity, the relevant Joint Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the relevant Joint Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

 

38.  it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions 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 or the Joint Bookrunners' conduct of the Placing;

 

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

 

40.  it irrevocably appoints any duly authorised officer of each Joint Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire upon the terms of this Announcement;

 

41.  the Company, the Joint Bookrunners and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements, which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable;

 

42.  it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts:

 

(a)  it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and

 

(b)  will remain liable to the Company and the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

 

43.  time is of the essence as regards its obligations under this Appendix 3;

 

44.  any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to either of the Joint Bookrunners;

 

45.  the Placing Shares will be issued subject to the terms and conditions of this Appendix 3; and

 

46.  the terms and conditions contained in this Appendix 3 and all documents into which this Appendix 3 is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuild and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or either of the Joint Bookrunners 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners and each of their respective Representatives 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix 3 or incurred by the Joint Bookrunners, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix 3 shall survive after the completion of the Placing.

The rights and remedies of the Joint Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company.  Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and they should notify the Joint Bookrunners accordingly.  In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that either the Company and/or the Joint Bookrunners have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix 3 are given to each Joint Bookrunner for itself and on behalf of the Company and are irrevocable.

Liberum is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Liberum will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA, is acting exclusively for the Company in connection with the Placing and will not be acting for any other person (including any Placees) and will not be responsible to any person other than the Company for providing the protections afforded to clients of Berenberg or for advising any other person in respect of the matters referred to in this Announcement.  No representation or warranty, express or implied, is made by Berenberg as to the contents of this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that each Joint Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with the relevant Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA.  Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment.  Placees will be notified of any changes.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

 

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