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Oxford Biomedica PLC (OXB)

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Thursday 18 June, 2020

Oxford Biomedica PLC

Proposed Placing of new Ordinary Shares

RNS Number : 4304Q
Oxford Biomedica PLC
18 June 2020
 

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

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN OXFORD BIOMEDICA PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OXFORD BIOMEDICA PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").

LEI: 213800S1GVQNXQ15K851  

For immediate release

18 June 2020

Oxford Biomedica plc

("Oxford Biomedica" or the "Company" or the "Group")

Proposed Placing of new Ordinary Shares

 

Oxford Biomedica, a leading gene and cell therapy group, today announces its intention to conduct a non-pre-emptive placing of up to 5.000.000 new ordinary shares of nominal value of 50 pence each in the capital of the company (the "Placing Shares") representing approximately 6.5% of the Company's existing issued share capital (the "Placing"). The Placing is proposed to raise up to £40 million, before expenses.

The Placing will be conducted through a fixed price bookbuilding process (the "Bookbuild"), which will be launched immediately following this announcement and is subject to the terms and conditions set out in Appendix 1 to this announcement (such announcement and its appendices together being the "Announcement").   The price per Placing Share is 800 pence. 

Peel Hunt LLP ("Peel Hunt") and WG Partners LLP ("WG") are acting as joint bookrunners in connection with the Placing.

Company overview and recent developments

The Company continues to lead the way with the use of lentiviral vectors in the fast growing gene and cell therapy sector.  The Company has secured multiple partnerships in recent years with companies including Novartis, Bristol Myers Squibb, Sanofi and Axovant and its CDMO revenues are providing a solid growing financial foundation with significant additional upside from its proprietary pipeline. Additionally, the Group has recently signed a clinical and commercial supply agreement with AstraZeneca for manufacture of their adenoviral vector-based COVID-19 vaccine candidate. Oxford Biomedica now has 19 partner programmes, 8 proprietary products, over 550 staff and facilities covering over 200,000 sq. ft.

The Group's CDMO operations have made significant progress through 2019 and into 2020 as demonstrated by:

§ In June 2019, the Group entered into a R&D collaboration and licence agreement with Santen Pharmaceutical Co Ltd for the development of gene therapy vectors for an undisclosed inherited retinal disease

§ In December 2019, Novartis extended its commercial supply agreement by a further five years and extended the collaboration from two to five programmes.  An additional sixth CAR-T programme was added in Q1 2020 and Novartis has committed to a minimum of $75m vector manufacturing revenues including a mid-single digit reservation fee over the next five years

§ In March 2020, the Group signed a $227m licence and five-year clinical supply agreement with Juno Therapeutics / Bristol Myers Squibb for initially four CAR-T and TCT-T programmes

§ In April 2020, the Group joined a consortium led by the Jenner Institute, Oxford University, to rapidly develop, scale up and manufacture a potential candidate for COVID-19. 

§ In May 2020, the Group signed a clinical and commercial supply agreement with AstraZeneca for COVID-19 vaccine production (AZD1222)

§ Additionally, in May 2020, the Group received MHRA approval for the first two suites within its new 84,000 sq. ft. Oxbox manufacturing facility

§ In June 2020, the Group signed a five year agreement with the Vaccine Manufacturing and Innovation Centre ("VMIC") to enable the rapid manufacture of viral vector based vaccines and which provides equipment for two GMP suites in Oxbox to further scale up AZD1222 or other viral vector vaccine candidates

 

§ Overall, in the last 12 months, Partner Programmes have more than doubled from 9 to 19 and the Oxbox facility is key to delivering bioprocessing capacity to meet future demand

The Group's Gene Therapeutics arm has also seen progress through 2019 and 2020

§ Axovant reported 3-month data from the first cohort for AXO-Lenti-PD.  Progression to the second dose cohort triggered a $15m milestone to Oxford Biomedica on dosing of the first patient

§ In January 2020, 12-month data from the first cohort demonstrated a continued favourable safety profile and a 37% improvement in motor function from baseline as assessed by the UDPRS Part III "OFF" score.  This followed an improvement of 29% at six months on the same scale

§ Six month data from the first and second cohort as well as commencement of the sham-controlled portion of the study is expected by year end 2020

The Group's proprietary in-house product development has continued to progress and an internal pipeline review has been completed to identify where future investments will be made.  OXB-302 is the Group's priority candidate and targets haematological tumours with CAR-T 5T4.  Advanced pre-clinical work is continuing on OXB-302 as the programme moves towards entry into the clinic.  OXB-203, currently in pre-clinical studies, is targeting Wet AMD and uses Oxford Biomedica's technology to deliver a gene to express aflibercept.  The programme builds on the demonstrated long term gene expression data seen with its predecessor OXB-201, for which work has now been halted.  The Group is also continuing pre-clinical work on OXB-204 (LCA10) and OXB-103 (ALS) and a new pre-clinical programme, OXB-401 (liver indication), has been initiated.

In June 2020, the Group announced that it had been informed by Sanofi that following completion of a company-wide portfolio review, Sanofi intends to return to Oxford Biomedica the rights to the following ophthalmology gene therapy programmes: SAR422459 for Stargardt disease and SAR421869 for Usher's Syndrome type 1b. This follows the Group's announcement in February 2019 that Sanofi had informed Oxford Biomedica that it intended to seek a new partner for these two programmes which were originally partnered by the Group to Sanofi back in 2009.

The timing of return of these programmes and operational details are yet to be determined. However, when the rights to the two programmes are returned, the Group will undertake its own internal evaluation to determine the potential future for these programmes and decide whether to commit further resources to them.  

Industrialisation of Lentiviral vectors

A key focus of the Group has been driving the industrialisation of lentiviral vectors through innovation.  The Group has been approaching this through a its own house innovation including the TRiPSystem™ and LentiStable™ as well as other innovations being developed to enable further scalable cost efficient manufacturing.  The Company has also been making ongoing investment in high-throughput automation and robotics in order to streamline production and reduce costs and enable faster screening and analytical testing.  The Company also has a platform innovation partnership with Microsoft which utilises artificial intelligence to improve gene and cell therapy manufacturing especially the yield and quality of next generation gene therapy vectors.  Machine learning and cloud computing will be applied to the large datasets generated during process development, analysis and manufacture. 

Oxford Biomedica signed a lease on the new Windrush Innovation Centre for an additional 32,000 sq. ft. discovery and innovation facility next to Windrush Court.  Occupation of the facility began during the first half of 2019 with increased utilisation expected during 2020.

Use of Proceeds

The net proceeds of the Placing will not only provide the Company with funding to continue to exploit the significant opportunities in the growing cell and gene therapy market with current and future partners but also provide additional resources for the work the Group is involved with relating to potential COVID-19 vaccine candidates. In addition, it will also enable the Company to remain at the forefront of innovation of lentiviral vector technology as it continues to progress towards the Company's goal of industrialising lenti and driving innovations to enable further scalable cost efficient manufacturing.

Industrialising Lenti (approximately 35% of net proceeds)

 

§ Continue the Group's work in the industrialisation of lentiviral vectors including the expansion and refurbishment of laboratory facilities at Windrush Innovation Centre with completion expected around the end of 2021

§ Refurbish a dedicated building for innovation on platform and development of proprietary products

§ Free up space within Windrush Court for the growth needed in GMP laboratory space

§ Increased compliance - non-GMP and GMP work undertaken in different buildings

 

Partner / Customer Driven Expansion (approximately 15% of net proceeds)

 

§ Expansion of GMP facilities at Windrush Court with completion expected by the end of 2020

§ Convert office space to GMP laboratories to meet expected near term demand in commercial development and analytics

§ Acceleration of the roll out of laboratory information management system

 

COVID-19 (approximately 15% of net proceeds)

 

§ Potential COVID-19 related capital expenditure at the Group's Oxbox facility

 

Growth Opportunities (approximately 35% of net proceeds)

§ Develop the Group's proprietary pipeline to give potentially significant upside for the business

§ Deliver innovation and efficiency through the further use of Automation and artificial intelligence

§ Potential external opportunities to maximise growth potential across the whole platform

Expected news flow through 2020

On the CDMO side of the business the Company is targeting the announcement of two further contracts before the year end and increased utilisation of Oxbox following MHRA approval of the first two manufacturing suites in May 2020.  Novartis CAR-T programmes will continue to progress in development and initial clinical trial data for the COVID-19 vaccine (AZD1222) is expected during Q3 2020.

In terms of the Group's proprietary pipeline the Company is targeting the spin out / out-license of one in-house product candidate prior to the year end.  Axovant expects to present six month efficacy data from the six patients dosed in cohort one and two of their SUNRISE-PD clinical study by Q4 2020.  Further, Axovant expects to initiate the randomised sham controlled part of the SUNRISE-PD Phase II study by the end of 2020.  Finally, the Group expects to progress two of its internal candidates towards the clinic during the remainder of 2020.

Finally, a £5m revolving credit facility with a high street bank is expected to be made available to the Group in the near term to enhance further the Company's access to liquidity should the need arise. 

Details of the Placing

The final number of Placing Shares is expected to represent up to 6.5 per cent. of the Company's current issued share capital. The Placing is proposed to raise up to £40 million, before expenses.

• Novo Holdings, a strategic investor in the Company, has indicated its intention to subscribe for approximately10% of the placing via the ABB.  In addition, Roch Doliveux, who is due to become the Company's Non-Executive Chairman on 24 June 2020 has indicated his intention to invest £1m in the Placing.  Other Board and management intended Placing participations include John Dawson, Chief Executive Officer, £15,000, Stuart Paynter, Chief Financial Officer, £20,000, Stuart Henderson, a Non-Executive Director, £7,500 and Alex Lewis, a PDMR, £15,000.

The Placing is subject to the terms and conditions set out in Appendix 1 of this Announcement.   Peel Hunt and WG will commence the Bookbuild and the book will open immediately following the release of this Announcement. The price at which the Placing Shares are to be placed is 800 pence (the "Placing Price"). The timing of the closing of the book, the number of Placing Shares to be issued and allocations are at the absolute discretion of Peel Hunt, WG and the Company. The results of the Placing will be announced as soon as practicable after the close of the Bookbuild. The Placing is not being underwritten.   The Placing Shares, if issued, will be fully paid and will rank pari passu in all respects with the existing issued ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary shares after Admission (as defined below).

 

Applications have been made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. (London time) on 23 June 2020 (or such later time and/or date as Peel Hunt and WG may agree with the Company), and dealings in the Placing Shares will commence at that time. The Placing is conditional upon, among other things, Admission becoming effective and the placing agreement between the Company and Peel Hunt and WG (the "Placing Agreement") not being terminated in accordance with its terms.

 

Appendix 1 to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.   Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to them in Appendix 2 (which forms part of this Announcement) (Appendix 1 and Appendix 2 are together, the "Appendices").  

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section of this Announcement. Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix 1.

 

About Oxford Biomedica

Oxford Biomedica (LSE:OXB) is a leading, fully integrated, gene and cell therapy group focused on developing life changing treatments for serious diseases. Oxford Biomedica and its subsidiaries have built a sector leading lentiviral vector delivery platform (LentiVector®), which the Group leverages to develop in vivo and ex vivo products both in-house and with partners. The Group has created a valuable proprietary portfolio of gene and cell therapy product candidates in the areas of oncology, ophthalmology, CNS disorders, liver diseases and respiratory disease. The Group has also entered into a number of partnerships, including with Novartis, Bristol Myers Squibb, Sanofi, Axovant Gene Therapies, Orchard Therapeutics, Santen, Boehringer Ingelheim, the UK Cystic Fibrosis Gene Therapy Consortium and Imperial Innovations, through which it has long-term economic interests in other potential gene and cell therapy products. Additionally the group has signed a Clinical and Commercial Supply Agreement with AstraZeneca for manufacture of the adenoviral vector-based COVID-19 vaccine candidate, AZN1222. Oxford Biomedica is based across several locations in Oxfordshire, UK and employs more than 550 people. Further information is available at  www.oxb.com

 

This Announcement is released by Oxford Biomedica plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging for the release of this Announcement on behalf of the Company is Stuart Paynter, Chief Financial Officer.

For further information, please contact:

 

Oxford Biomedica plc

 

 

 

 

 

John Dawson

Chief Executive Officer

T: +44 (0)1865 783 000

 

Stuart Paynter

Chief Financial Officer

 

 

 

 

Catherine Isted

Head of Corporate Development & IR

 

 

 

 

Peel Hunt LLP

James Steel, Oliver Jackson

T: +44 (0) 20 7418 8900

 

Joint Bookrunners

Jock Maxwell Macdonald

 

 

 

 

WP Partners LLP

David Wilson

T: +44 (0) 20 3705 9330

 

 

 

Joint Bookrunners

Claes Spång

 

 

 

 

Consilium Strategic Communications

Mary-Jane Elliott

T: +44 (0) 20 3709 5700

 

 

Matthew Neal

 

 

 

 

 

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below and the Appendices to this Announcement (which form part of this Announcement) which sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in the Appendices.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.  The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

There is no intention to register any portion of the Placing in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Placing Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "Prospectus Regulation") as amended from time to time from the requirement to produce a prospectus.  No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.  Persons needing advice should consult an independent financial adviser.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in Appendix 1 are for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons").  This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

The distribution of this Announcement (including the Appendices) and the offering of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, and/or Peel Hunt LLP ("Peel Hunt") and/or WG Partners LLP ("WG") that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company, Peel Hunt and WG to inform themselves about, and to observe, such restrictions.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

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 action.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by Peel Hunt or WG or any directors of the Company, or by any of their respective partners, directors, officers, employees, advisers, consultants, 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 any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by Peel Hunt, WG or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents. Save for any responsibilities or liabilities, if any, imposed on Peel Hunt or WG by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by Peel Hunt, WG or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. 

Peel Hunt and WG, which are authorised and regulated in the United Kingdom by the FCA, are acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Neither Peel Hunt, WG nor their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents are responsible to anyone other than the Company for providing the protections afforded to clients of either bank or for providing advice in connection with the contents of this Announcement or for any other matters referred to herein.

Cautionary statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the Listing Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. 

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

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Peel Hunt or WG.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange plc.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, 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, Peel Hunt and WG have only procured 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.

 

 

 

 

APPENDIX 1: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX 1 ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") AND THE UK WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) OF THE EUROPEAN PARLIAMENT AND COUNCIL OF 14 JUNE 2017 AND ITS IMPLEMENTING LEGISLATION) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE JOINT BOOKRUNNERS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND CONDITIONS SET OUT HEREIN 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.  PERSONS (INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY RESTRICTIONS RELATING TO THE PUBLICATION, RELEASE OR DISTRIBUTION OF THIS ANNOUNCEMENT.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX 1 AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE 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 THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS", AS THE TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF SECTION 4(A)(2) OF THE SECURITIES ACT MADE IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY 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 THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

INFORMATION TO DISTRIBUTORS

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT THE PLACING SHARES ARE: (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF "PROFESSIONAL CLIENTS" AND "ELIGIBLE COUNTERPARTIES", EACH AS DEFINED IN MIFID II; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT").

NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, 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.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

The Placees will be deemed: (i) to have read and understood this Announcement, including the Appendices, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix 1.

In particular each such Placee represents, warrants and acknowledges that:

(a)  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;

(b)  it is (and, if it is acquiring the Placing Shares for the account of one or more other persons, such persons are) and, at the time the Placing Shares are acquired, will be either (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act or (ii) if in the United States, a QIB and acquiring Placing Shares in a transaction that is exempt from the registration requirements set out under the Securities Act;

(c)  if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements, undertakings, and acknowledgements herein on behalf of each such person; and

(d)  if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in a member state of the EEA or the UK, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up.  Past performance is not a guide to future performance.  The contents of this Announcement are not to be construed as legal, business, financial or tax advice.  Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the LSE and will be listed on the premium segment of the Official List.

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.

Details of the Placing Agreement, the Placing Shares and the Bookbuild

The Joint Bookrunners are acting as joint bookrunners in connection with the Placing and have entered into the Placing Agreement with the Company under which, subject to the conditions set out in that agreement, they have agreed to use their respective reasonable endeavours to procure Placees to take up the Placing Shares at a price per share of 800 pence (the "Placing Price"), on the terms and subject to the conditions set out therein.  The exact number of the Placing Shares to be allocated and issued to each Placee shall be determined following completion of an accelerated book building process to determine demand for participation in the Placing by the Placees (the "Bookbuild").  The Placing is not underwritten.

The Joint Bookrunners will today commence the Bookbuild. This Appendix 1 gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Company and the Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion determine.

The Placing Shares will, as from the date when they are issued and are fully paid up, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after the date of Admission and otherwise rank pari passu in all respects with, and be identical to, the existing Ordinary Shares then in issue and are issued free from all claims, charges, liens and encumbrances.

As a term of the Placing, the Company has agreed that it will not allot, issue, offer, sell, transfer, create any encumbrance over or otherwise dispose of, directly or indirectly, any Ordinary Shares (other than the Placing Shares) for a period ending on the date falling 180 days after Admission without the prior written consent of the Joint Bookrunners.

Application for listing and admission to trading

Application will be made to the FCA for the admission of the Placing Shares to the premium listing segment of the Official List and the LSE for admission to trading on its main market for listed securities.  It is expected that Admission of the Placing Shares will become effective at or around 8.00 a.m. (London time) on or around 23 June 2020 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1.  The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as joint bookrunners and placing agents of the Company for the purpose of procuring Placees at the Placing Price (as defined above) for the Placing Shares.

2.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners.  In connection with the Placing, each of the Joint Bookrunners, or any of their respective affiliates, may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such Placing Shares and/or related instruments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners, or any of their respective affiliates, acting as investors for their own accounts. Except as required by legal or regulatory obligations to do so, Peel Hunt and WG Partners do not propose to make any disclosure in relation to the extent of any such investments or transactions.

3.  The  number of Placing Shares will be agreed by the Joint Bookrunners and the Company following completion of the Bookbuild. The number of Placing Shares to be issued will be announced on a regulatory information service ("RIS") following the completion of the Bookbuild (the "Placing Results Announcement").

4.  Allocations of the Placing Shares will be determined by the Joint Bookrunners and the Company (the proposed allocations having been supplied by the Joint Bookrunners to the Company in advance of such determination). Allocations will be confirmed orally by the Joint Bookrunners and a trade confirmation will be despatched as soon as possible thereafter. A Joint Bookrunner's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Joint Bookrunners and the Company, to acquire the number of Placing Shares allocated to it and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix 1 and in accordance with the Company's articles of association. Except with the Joint Bookrunners' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

5.  The Bookbuild is expected to close no later than 7:00 a.m. (London time) on 19 June 2020, but may be closed earlier or later at the Joint Bookrunners' discretion.  The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

6.  Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the Joint Bookrunners. The terms of this Appendix 1 will be deemed incorporated in that contract note.

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

8.  All obligations of the Joint Bookrunners under the Bookbuild and the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

9.  By participating in the Bookbuild and the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.

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

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

Conditions of 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 are conditional on, inter alia:

(a)  publication of an announcement by the Company giving details of the results of the Placing, through a RIS, by no later than 8:00 a.m. on 19 June 2020 following execution of the term sheet as provided for in the Placing Agreement;

(b)  Admission occurring at or before 8:00 a.m. (London time) on 23 June 2020;

(c)  in the good faith opinion of the Joint Bookrunners, no material adverse change occurring (whether or not foreseeable at the date of this Announcement);

(d)  none of the warranties of the Company contained in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement or at Admission, by reference to the facts and circumstances from time to time subsisting; and

(e)  the Company not being in breach of any of its obligations under the Placing Agreement which fall to be performed prior to Admission, the consequences of which in the good faith opinion of the Joint Bookrunners are material in the context of the Placing.

The Joint Bookrunners shall, acting together and in their absolute discretion, be entitled to waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to certain conditions in the Placing Agreement, save that conditions (a) and (b) above may not be waived.  Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the conditions contained in the Placing Agreement, including those described above are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date where specified (or, in each case, such later time and/or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

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

Right to terminate under the Placing Agreement

The Joint Bookrunners (acting jointly) in their absolute discretion may terminate their obligations under the Placing Agreement by notice to the Company, in each case if at any time prior to Admission, inter alia:

(a)  any of the warranties given by the Company in the Placing Agreement are not true or accurate or have become misleading;

(b)  there shall have been any material adverse change (whether or not foreseeable at the date of the Placing Agreement), the effect of which, in the good faith opinion of the Joint Bookrunners, makes it impractical or inadvisable to proceed with the Placing; or

(c)  the occurrence of one or more specified adverse macro-economic changes, suspension or material limitation in the London Stock Exchange's main market for listed securities of any securities of the Company or a general moratorium on commercial banking activities in London or New York which, in the absolute discretion of the Joint Bookrunners, would make it impractical or inadvisable to proceed.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by any of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to exercise.

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 a prospectus in the UK. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including the Appendices), and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendices) and all other publicly available information previously published by the Company by notification to a RIS is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company or any of the Joint Bookrunners or any other person and none of the Company or the Joint Bookrunners nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BDFBVT43) following Admission will take place within the CREST system. Subject to certain exceptions, the Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees in certificated form or by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares allocated to it at the Placing Price and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Joint Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by the Joint Bookrunners as agent for the Company and the Joint Bookrunners will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 23 June 2020 in accordance with the instructions set out in the contract note.

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

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

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

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

Representations, warranties and further terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as bookrunners and agents of the Company, in each case as a fundamental term of their application for Placing Shares) that:

1.  it has read and understood the Announcement, including the Appendices, in its entirety and that its acquisition of Placing Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

2.  no offering document or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, Placing or the Placing Shares;

3.  the Placing does not constitute a recommendation or financial product advice and none of the Joint Bookrunners have had regard to its particular objectives, financial situation or needs;

4.  neither of the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5.  the Ordinary Shares are listed on the premium segment of the Official List and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or access such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;

6.  the content of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners, nor their respective affiliates or any person acting on behalf of any of them, has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement or any information previously published by or on behalf of the Company, including, without limitation, any information required to be published by the Company pursuant to applicable laws, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a RIS, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither requested, received nor relied on any other information given, or representations, warranties or statements made, by any of the Joint Bookrunners or the Company nor any of their respective affiliates, agents, directors, officers or employees and none of the Joint Bookrunners or the Company or any such affiliate, agent, director, officer or employee will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

7.  it may not rely, and has not relied, on any investigation that any of the Joint Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company or the Placing Shares; each Placee further acknowledges that it has conducted its own investigation of the Company and the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;

8.  it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares;

9.  none of the Joint Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10.  in making any decision to acquire Placing Shares it (i) has such knowledge and experience in financial, business and international investment matters as is required to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares, (ii) will not look to any of the Joint Bookrunners for all or part of any loss it may suffer as a result of any such subscription or purchase, (iii) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares. It further confirms that it has relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners;

11.  neither it is nor the beneficial owners of the Placing Shares are, and at the time the Placing Shares are, acquired, will be, a resident of or otherwise located in Australia, Canada, Japan, New Zealand or South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any of those jurisdictions;

12.  the Placing Shares have not been and will not be registered, and that a prospectus will not be cleared in respect of any of the Placing Shares, under the securities laws or legislation of the United States or any state or jurisdiction thereof, Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions;

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

14.  it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA 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;

15.  it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, warranties, representations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or 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);

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

17.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, 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;

18.  it has not offered or sold and will not, prior to Admission, offer or sell any Placing Shares to the public in any member state of the EEA or the UK except in circumstances falling within the Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to that Regulation;

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

20.  it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

21.  if in a member state of the European Economic Area or the UK, unless otherwise specifically agreed with the Joint Bookrunners in writing, that it is a "Qualified Investor" within the meaning of Article 2(e) of the Prospectus Regulation;

22.  if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise lawfully be communicated;

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

24.  it, and any person acting on its behalf, is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix 1) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

25.  it, and any person acting on its behalf, will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix 1 on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Bookrunners may in their absolute discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon such placing or sale of such Placee's Placing Shares;

26.  none of the Joint Bookrunners, nor any of their respective affiliates, agents, directors, officers or employees, nor any person acting on their behalf, 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 its participation in the Placing is on the basis that it is not and will not be, a client of any of the Joint Bookrunners in connection with its participation in the Placing and that none of the Joint Bookrunners have any duty nor responsibility to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

27.  the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Joint Bookrunners on an after-tax basis in respect of any Indemnified Taxes;

28.  these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix 1, and any non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any 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 any interest chargeable thereon) may be taken by either 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;

29.  it agrees to indemnify on an after tax basis and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of its representations, warranties, acknowledgements, agreements and undertakings in this Appendix 1 and further agrees that the provisions of this Appendix 1 shall survive after completion of the Placing;

30.  if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

31.  if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;

32.  the Company, the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties, acknowledgements, agreements, and undertakings set forth herein which are given to the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

33.  none of the Company or the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;

34.  it will not hold the Joint Bookrunners or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations with investors relating to the Company and that neither the Joint Bookrunners nor any person acting on behalf of the Joint Bookrunners, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any of such information; and

35.  its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix 1) will continue notwithstanding any amendment that may in the 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 or the Joint Bookrunners' conduct of the Placing.

Additional representations and warranties relating to the United States

36.  In addition to the foregoing, by participating in the Placing, each Placee that is located in the United States (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

(a)  it understands that the Placing has not been and will not be registered under the Securities Act;

(b)  it is acquiring the Placing Shares either for its own account or as a fiduciary or agent for one or more investor accounts, as to which it exercises sole investment discretion and has authority to subscribe for the Placing Shares ("Accounts"), and in each case the acquisition of the Placing Shares is being made for investment purposes;

(c)  it is, and each Account is, a "qualified institutional buyer" as defined in Rule 144A under the Securities Act ("QIB");

(d)  the Placing Shares have not been offered to it by the Company, the Joint Bookrunners or any other person connected to the Placing by means of any form of any "general solicitation" or "general advertising" (as such terms are defined in Regulation D under the Securities Act);

(e)  it has read and understood this Announcement in its entirety and its subscription for the Placing Shares is subject to and based on these terms and conditions and it undertakes not to redistribute or duplicate this Announcement or any other materials concerning the Placing;

(f)  it has sufficient knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of the purchase of the Placing Shares, and it is and each Account is able to bear the economic and financial risk (including a complete loss) of such a purchase;

(g)  it acknowledges that in making its decision to acquire any Placing Shares, it: (i) has not relied on any investigation that the Joint Bookrunners, or any other person connected to the Placing, or any of their respective affiliates or any person acting on its or their behalf may have conducted with respect to the Company or the Placing Shares; (ii) has had access to such information as it deems necessary or appropriate in connection with its acquisition of the Placing Shares; and (iii) has made its own investment decision regarding the Placing Shares based on its own knowledge and information which is publicly available with respect to the Placing Shares and the Company;

(h)  it will not hold, and no Account will hold, the Joint Bookrunners or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations with investors relating to the Company and that neither the Joint Bookrunners nor any person acting on behalf of the Joint Bookrunners, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any of such information;

(i)  it understands that the Placing Shares are listed on the premium segment of the Official List of the FCA and traded on the main market for listed securities of the LSE, and the Company is therefore required to publish or make publicly available certain business and financial information in accordance with the rules and practices of the FCA and the LSE, and it is able to obtain or access such information without undue difficulty;

(j)  it understands that no disclosure or offering document or prospectus has been prepared in connection with the Placing;

(k)  it is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

(l)  it acknowledges that (i) the Placing Shares are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act); (ii) the Placing Shares may not be reoffered, sold, pledged or otherwise transferred and neither it nor any Account will directly or indirectly reoffer, sell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act; and (iii) no representation is made as to the availability of the exemption provided in Rule 144 under the Securities Act or any other exemption;

(m)  it agrees that so long as the Placing Shares are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act), neither it nor any Account will deposit the Placing Shares in a depositary receipt programme in the United States or for U.S. investors;

(n)  it understands that if any shares are delivered to it in certificated form, the certificate to be delivered in respect of the Placing Shares will bear a legend substantially to the following effect:

"THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD TAKEN UP, EXERCISED, RESOLD, TRANSFERRED, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL, CITIZEN OR RESIDENT OF THE UNITED STATES EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (B) TO A PERSON THAT THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER; (C) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 OR ANY OTHER EXEMPTION UNDER THE SECURITIES ACT OR OF ANY EXEMPTION UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES FOR RESALES OF THE ORDINARY SHARES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE ORDINARY SHARES REPRESENTED HEREBY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE ORDINARY SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF ORDINARY SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

(o)  it acknowledges and agrees that the Company shall not have any obligation to recognise any offer, resale, pledge or other transfer made other than in compliance with the restrictions on transfer set out in this Announcement and that the Company may make notations on its records or give instructions to any transfer agent of the Placing Shares in order to implement such restrictions;

(p)  it acknowledges that the Company, Joint Bookrunners and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties, it consents to such reliance and agrees that if any such acknowledgement, representation or warranty deemed to have been made by virtue of its purchase of Placing Shares is no longer accurate, it shall promptly notify the Company and the Joint Bookrunners;

(q)  it understands that these representations are required in connection with the laws of the United States and the states thereof. 

The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as each of the Joint Bookrunners and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor any of the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Joint Bookrunners will be responsible and the Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

The Company and the Joint Bookrunners are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.

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

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

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

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

The rights and remedies of the Joint Bookrunners and the Company under the terms and conditions set out in this Appendix 1 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.

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

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. This Announcement is not an offer of securities for sale 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 of securities is being made in the United States.

 

 

 

 

APPENDIX 2 - TERMS AND CONDITIONS OF THE PLACING

Definitions

Admission

the admission of the Placing Shares to listing on the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE. 

Bookbuild

the bookbuild process by which the Joint Bookrunners will determine demand for participation in the Placing by the Placees. 

Company

Oxford Biomedica plc.

CREST

the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland Limited.

FCA

the Financial Conduct Authority. 

FSMA

Financial Services and Markets Act (2000) (as amended). 

Group

the Company and its subsidiary undertakings. 

Joint Bookrunners

Peel Hunt and WG Partners.

LSE

London Stock Exchange plc. 

MAR

Market Abuse Regulation (EU) 596/2014. 

Ordinary Shares

ordinary shares of 50 pence each in the capital of the Company. 

Peel Hunt

Peel Hunt LLP.

Placees

relevant persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others and by whom or on whose behalf a commitment to acquire Placing Shares is given.

Placing

the proposed placing by the Joint Bookrunners, as agents to the Company, of the Placing Shares at the Placing Price pursuant to the terms and conditions set out in this Announcement. 

Placing Agreement

the agreement between the Company and the Joint Bookrunners dated 18 June 2020 in connection with the Placing.

Placing Price

the single price per Ordinary Share of 800 pence  which is payable to the Joint Bookrunners as agent for the Company by all Placees whose bids are successful. 

Placing Shares

the new Ordinary Shares to be allotted and issued by the Company pursuant to the Placing. 

QIB

qualified institutional buyer, as defined in rule 144A under the Securities Act. 

Regulation S

Regulation S under the Securities Act. 

 

 

 

 

SEC

the US Securities and Exchange Commission. 

Securities Act

 

UK or United Kingdom

the US Securities Act of 1933, as amended. 

 

the United Kingdom of Great Britain and Northern Ireland. 

US or United States

 

WG Partners

United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction. 

 

WG Partners LLP.

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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