Placing and Retail Offer

SkinBioTherapeutics PLC
16 November 2023
 

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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SKINBIOTHERAPEUTICS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. 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 SKINBIOTHERAPEUTICS PLC.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

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

 

 

 

16 November 2023

 

SkinBioTherapeutics plc

 

("SkinBioTherapeutics" or the "Company")

 

Launch of Placing to raise a minimum of £3.0 million

 

Retail Offer to raise up to an additional £0.25 million via Bookbuild Platform

 

 

SkinBioTherapeutics plc (AIM: SBTX or the "Company") a life sciences company focused on skin health, announces a placing of new ordinary shares of £0.01 each at a price of 19 pence per share ("Issue Price"), to raise gross proceeds of a minimum of £3.0 million ("Placing"). The Placing, which is being conducted by way of an accelerated bookbuild, will commence immediately following this Announcement.

 

In addition to the Placing, the Company is undertaking a separate conditional retail offer to existing Shareholders via the Bookbuild Platform to raise up to £0.25 million (before expenses) at the Issue Price. The Retail Offer aims to provide existing retail Shareholders in the Company an opportunity to participate in the Fundraising at the same price as Placees. A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms. Those investors who subscribe for New Ordinary Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. For the avoidance of doubt, the Retail Offer is not part of the Placing.

 

 

Key features of the Fundraising

·      Placing to raise a minimum of £3.0 million through the conditional issue of a minimum of 15,908,298 Placing Shares at 19 pence per share with new and existing institutional investors.

·      Retail Offer to raise up to an additional £0.25 million via the Bookbuild Platform at the Issue Price to existing Shareholders of the Company through certain intermediaries. A separate announcement will be made shortly regarding the Retail Offer and its terms.

·      The issue price of 19 pence per New Ordinary Share represents a 9.5 per cent. discount to the closing middle market price of 21 pence per Ordinary Share on 15 November 2023, the last business day prior to the announcement of the Fundraising.

·      The New Ordinary Shares are expected to be issued on Admission on 22 November 2023.

 

Use of proceeds

The net proceeds of the Fundraising will enable the Company to advance its oral and inflammation programmes, continue roll-out of its Axis-PS, study and subsequent commercialisation of acne treatment, as well as general working capital. The Fundraising will also strengthen the Company's balance sheet to assist with negotiations on potential acquisition targets and partnership discussions.

 Stuart Ashman, CEO of SkinBioTherapeutics plc, said:

"The funds we are looking to raise are to help with the current commercialisation and development strategy of AxisBiotix in skin health, with our latest venture beginning in acne, as well as providing a stronger financial base to support our strategic partnering discussions around three of our other business pillars. The funding will also support us with working capital and strengthen our balance sheet whilst we are assessing potential inorganic opportunities which can complement and enhance our current sales and development pipeline. We are encouraged by the quality of companies that would generate immediate value to us - both financially and operationally and we anticipate updating shareholders on these opportunities in the near term."

 

For further information

 

 

SkinBioTherapeutics plc

Stuart J. Ashman, CEO

Manprit Randhawa, CFO

Tel: +44 (0) 191 495 7325

Cavendish Securities plc (Nominated Adviser & Broker)

Giles Balleny, Dan Hodkinson (Corporate Finance)

Charlie Combe (Broking)

Dale Bellis, Tamar Cranford-Smith (Sales)

Tel: +44 (0) 20 7397 8900

Instinctif Partners (financial press)

Melanie Toyne-Sewell / Tim Field 

Tel: +44 (0) 20 7457 2020

   SkinBio@instinctif.com

 

 

 

1.     INTRODUCTION

 

The Company announces that it is launching a Placing to raise a minimum of £3.0 million (before expenses), and is undertaking a Retail Offer to raise up to an additional £0.25 million. The Retail Offer provides retail investors who are existing Shareholders with an opportunity to participate in the proposed issue of New Ordinary Shares at the same price as the Placees.

 

The issue price of 19 pence per New Ordinary Share represents an approximate 9.5 per cent. discount to the closing middle market price of 21 pence per Existing Ordinary Share on 15 November 2023, the last Business Day before the announcement of the Fundraising.

 

The issue of the New Ordinary Shares is conditional, inter alia, on Admission, which is expected to occur at 8:00 a.m. on 22 November 2023.

 

2.     BACKGROUND TO AND REASONS FOR THE FUNDRAISING

 

Background                  

 

SkinBioTherapeutics is a life sciences business focussed on improving skin health via the microbiome with near term opportunities in anti-ageing, treatment of skin conditions such as psoriasis and acne, and wound barrier enhancement. The microbiome, which encompasses the genetic material of all microbes - bacteria, fungi, protozoa and viruses that live on and inside the human body, is a high growth area of scientific research with a major application in skin healthcare. According to a study by Data Bridge Market Research, the global skin microbiome market is expected to account for $2.2 billion in annualised revenues of microbiome-related products and technologies by 2030.      

As previously announced, the Company is targeting five specific skin healthcare sectors; cosmetics skincare, food supplements for the treatment of skin conditions, medical skin care, infection control in both the home and the hospital environment and pharmaceuticals for the prescribed treatment of skin conditions. The Company is developing products to address these target sectors through five pillars;

·      SkinBiotix® - the Company's core technology that is designed to promote skin health by harnessing the beneficial properties of probiotic bacteria, and the basis of the Company's lead cosmetic product.

·      AxisBiotix™ - addressing the emerging area of science that is focused on the gut-skin axis and its role in various diseases.

·      MediBiotix™ - targeting the use of the SkinBiotix® technology for medical device applications including the treatment of eczema and woundcare.

·      CleanBiotix™ - targeting the use of the SkinBiotix® technology to address certain categories of health care acquired infections.

·      PharmaBiotix™ - an extension to the medical device and AxisBiotix™ applications through a pathway of medicinal prescription registrations.   

 

The Company will also seek deals with multinationals with a view to accelerating development of its ongoing internal projects and has early discussions in three of its "pillars".

The Company has made significant operational and strategic progress over the past year, supported by a fundraising which it completed in January 2023. Notable developments include:

·      Launch of AxisBiotix-Ps™, a food supplement to alleviate the symptoms associated with Psoriasis, for sale in Spain, following initial launch in UK and USA.

 

·      Extension of existing contract with Sederma to enable completion and assessment of SkinBiotix™ skincare studies exploring potential supplementary applications, which could enhance commercial opportunities. These studies are due to run from late 2023 into early 2024 following which the Company will look to enter into a commercial agree with Croda and expects to receive royalty revenues from this in 2024.

 

·      Launch and first sales of AxisBiotix-Ps™ in Italy and subsequently France. 

 

·      Launch of a 60-day campaign in the UK aimed at Psoriasis sufferers.

 

·      Early discussions with companies including multinationals with a view to commercialising SkinBioTherapeutics products.

 

·      Commencement of a new UK consumer study into novel acne-treatment formula, in partnership with Winclove Probiotics. The Company is trialling two new formulas involving 300 participants who have acne-prone skin. Results from this study are expected in Q1 2024.

The Company's short-term priority is to further develop and commercialise its SkinBiotix® and AxisBiotix-Ps™ technologies, both of which the Directors believe have multiple applications and which benefit from faster routes to market with shorter and/or less extensive regulatory hurdles. Over the longer term, the Company will develop its MediBiotix™, CleanBiotix™ and PharmaBiotix™ technologies, which the Directors believe have the potential to service substantial addressable markets but which are deemed to have longer and/or more expensive regulatory pathways to commercialisation.

The Directors are pleased with the progress of SkinBiotix, its skin product designed to enhance the skin's natural barrier for cosmetic applications, in particular the anti-aging segment. The Company has partnered with Sederma, a subsidiary of Croda, the FTSE 100 Company with a large global portfolio of c. 12,000 customers, which has been undertaking scale up and testing of the product including extensive assessment studies on the application of the technology.  During the assessment, Croda have observed unexpected technical benefits which show significant potential supplementary applications within skin care cosmetics and the parties have extended the agreement in order to be able to undertake additional studies which should complete in Q1 2024, a six month delay on the expected timings. The proposed route to commercialisation is through royalties paid to the Company by Croda on the sales of SkinBiotix as an additive to the cosmetics products and the Company is expecting to enter into a commercialisation agreement with Croda following completion of the additional trials. The Directors therefore believe that the Company is well placed to generate royalty revenues from SkinBiotix in 2024. 

The Directors are pleased to report progress with AxisBiotix, targeting Psoriasis. The key objective of AxisBiotix is to use bacteria to modulate the immune system and enhance the gut barrier, targeting the relationship between the gut and skin and its role in skin conditions. Using its proprietary blend of probiotics, it is designed to slow down production of new skin cells. In February 2021, the Company completed a home-based patient study. Of participants that enrolled onto the study, 177 identified themselves as suffering from mild to moderate psoriasis. Of these, 142 commenced the study and completed the day 7 questionnaire with 91 reporting for the entire 56 day study period.

Users of the product suffering from Psoriasis reported significantly less itchy, less red and less irritable skin with fewer flaky patches. Having launched initially in the UK and USA, the Company has launched the product in a further three European countries; Spain, Italy and France.

AxisBiotix is currently marketed as a food supplement, taken daily as a single sachet dissolved in water. Further routes to market are expected through B2B and B2C channels, and the Company is currently exploring additional applications within the treatment of Acne, Contact dermatitis, Dandruff, Rosacea and overall skin health.

In October 2023, the Company announced that it intended to commence new consumer study into acne with two new formulas to be trialled to compare efficacy against the most common skin condition.  The study will take place in the UK and involved 300 participants who have acne-prone skin.  The products will be mailed to participants who are expected to record their experience of using the product in a weekly questionnaire over eight weeks, over which they are expected to take the product daily. A follow-up questionnaire will be provided one month after the participants stop taking their allocated product.

The study will be conducted in partnership with Winclove Probiotics and is expected to be completed commence by the end of 2023, with results in Q1 2024.

M&A Strategy

In addition to the organic growth opportunities detailed above, the Board is also seeking to grow the business through selected acquisitions, adopting a buy-and-build strategy to seek to create a specialist dermatology group targeting approximately £50m in annualised revenues and £6m in EBITDA within 18 months. The Company has identified an initial pipeline of businesses within the dermatology sector and is in discussions with selected potential targets.

The M&A strategy is intended to be conducted in two phases; with the first phase being to acquire smaller business generating revenues of between £1m and £4m, followed by a second phase of acquiring larger entities generating revenues of more than £5m. Acquisition criteria include companies that not only bring earnings accretion and scale, but also enhance the Company's R&D, manufacturing, sales and marketing channels, IP and commercial capabilities.

No funding from the Fundraising will be used for implementing the M&A strategy and the Company believes that approximately £20m of external funding would be required to implement its two-phase acquisition strategy. The Company is looking at a number of potential funding options for the M&A strategy including debt (including convertible debt) and equity instruments. No final terms have been agreed and there is no certainty that terms will be agreed and funding provided on suitable terms, or at all, to implement the strategy.

 

 

3.     USE OF PROCEEDS

 

The net proceeds of the Placing are expected to be a minimum of c. £2.7 million. Any funds raised in the Retail Offer of up to £0.25 million (before expenses) will be in addition to this amount. The proceeds of the Fundraising will enable the Company to advance its oral and inflammation programmes, continue roll-out of its Axis-PS, fund its study and subsequent commercialisation of acne treatment, as well as general working capital. The Fundraising will also strengthen the Company's balance sheet to assist with negotiations on potential acquisition targets.

The net proceeds of the Fundraising are expected to be applied as follows:

R&D

Approximate amount

Oral study

£300k

Acne Study & launch

£50k

Inflammation Study

£100k

General R&D

£100k

Consumables

£100k

 

Working capital

Approximate amount

Staff

£1,300k

Intellectual property

£200k

European rollout of AxisBiotix

£50k

Marketing

£200k

General expenditure

50k

PLC costs

£300k

 

The balance of any net proceeds shall be used for additional working capital. The Company will not utilise any monies raise from investors claiming VCT or EIS relief in relation to their Placing Shares for acquisitions.

The net proceeds of the Placing will be sufficient on the Company's current business plan to fund the business for at least the next 12 months.

 

4.     CURRENT TRADING

 

As stated in the Company's trading update released on 25 October 2023, trading for the full financial year to June 2023 remains in line with market expectations.  Cash at year end was £1.3m, ahead of expectations of £1.1m, and the Company continues to control its costs.

Since the year end, the Company has continued to roll out AxisBiotix-Ps with approval in France and Italy to add to the previously announced launch in Spain. The Company also continues to progress the development of the Acne product with launch of a consumer study.

As previously noted, the Company's partner, Croda is looking to undertake additional studies on SkinBiotix™ based on the discovery of significant additional bacterial activity.  The studies are expected to commence in Q4 2023 with results in Q1 2024.

The Company continues to actively monitor potential accretive M&A targets and has been encouraged by its initial engagement with a number of potential targets. The Board hopes to be able to complete at least one accretive transformational acquisition in the near term, subject to being able to obtain funding on appropriate terms.

There has been no material change in trading or financial position since this trading update was announced.

 

 

5.     THE PLACING

 

The Company is proposing to raise a minimum of £3.0 million before expenses by the issue of the Placing Shares at 19 pence per new Ordinary Share to certain Shareholders and new investors. The Placing Shares represent 9.5 per cent. of the existing issued share capital of the Company and will, when issued, rank pari passu with the existing Ordinary Shares in the Company.

Institutional and other investors have conditionally agreed to subscribe for the Placing Shares at the Issue Price. The Placing has not been underwritten.

The New Ordinary Shares will be issued, conditional, inter alia, on Admission and will utilise the Company's existing authorities to issue up to 17,313,885 ordinary shares on a non-preemptive basis granted at the General Meeting on 30 January 2023.

The Placing is conditional, inter alia, on:

 

·      the Placing Agreement becoming unconditional in all relevant respects and not having been terminated in accordance with its terms prior to Admission; and

 

·      Admission becoming effective by no later than 8.00 a.m. on 22 November 2023 or such other date (being not later than 8.00 a.m. on 15 December 2023) as Cavendish and the Company may agree.

 

 

The Directors believe that the New Ordinary Shares to be issued pursuant to the Placing will meet the requirements of section 173 ITA for the purposes of the EIS and the Company is a Qualifying Holding and the New Ordinary Shares are eligible shares for the purposes of investment by VCTs.  The Company does not propose for the Retail Offer Shares to be treated as VCT/EIS qualifying.

 

Under the terms of the Placing Agreement, Cavendish has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Cavendish and Cavendish may terminate the Placing Agreement in certain customary circumstances.

 

 

6.     THE RETAIL OFFER

 

The Company values its retail Shareholder base and believes that it is appropriate to provide its existing retail Shareholders resident in the United Kingdom the opportunity to participate in the Retail Offer at the Issue Price. The Retail Offer is separate from the Placing and Cavendish owes the Company no obligations in respect of the Retail Offer.

 

The Company is therefore using the Bookbuild platform to make the Retail Offer available in the United Kingdom through the financial intermediaries (normally a broker, investment platform or wealth manager) which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/J1YRR7/authorised-intermediaries. Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

 

Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

 

Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.

 

The Retail Offer will be open to eligible investors in the United Kingdom at 8:00am on 17 November 2023. The Retail Offer is expected to close at 4:30pm on 20 November 2023. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

 

The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

 

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

 

It is important to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed £250,000.00 (or the equivalent in Euros). The exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.

 

A separate announcement will be made by the Company regarding the Retail Offer and its terms.

 

Conditional on Admission taking effect, up to 1,315,789 Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £0.25 million (before expenses). The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares (including the Placing Shares).

 

If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Announcement of the launch of the Placing

4.30 p.m. on 16 November 2023

Announcement of the results of the Placing

7.00 a.m. on 17 November 2023

Admission effective and commencement of dealings in the New Ordinary Shares on AIM

 8.00 a.m. on 22 November 2023

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

22 November 2023

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

Within 10 Business Days of Admission

Announcement of the results of the Retail Offer

21 November 2023

 

If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

All references to time and dates in this document are to time and dates in London.

 

KEY STATISTICS

 

Number of Existing Ordinary Shares

173,138,854

Minimum number of Placing Shares

15,908,298

Maximum number of Retail Offer Shares

1,315,789

Issue Price

19 pence

Percentage of the Enlarged Share Capital represented by the New Ordinary Shares*

9.0 per cent.

Minimum gross proceeds of the Placing

£3.0 million

Maximum gross proceeds of the Retail Offer

£0.25 million

Estimated net proceeds of the Fundraising*

 Up to £3.0 million

Estimated enlarged Share Capital immediately following the Fundraising*

190,362,941

*Assuming full take up under the Retail Offer and minimum number of Placing Shares are issued. A further announcement will be issued in due course confirming the final number of shares to be issued on Admission.

 

 

DEFINITIONS

 

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

 

"Act"

the Companies Act 2006 (as amended);

 

"AIM"

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

 

"AIM Rules for Companies"

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

 

"Admission"

the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"Board" or "Directors"

the directors of the Company as at the date of this document, whose names are set out on page 3 of this document;

 

"Business Day"

 

 

any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading;

"Cavendish"

 

means Cavendish Securities plc, a company incorporated in England and Wales with company number 05210733, authorised and regulated by the Financial Conduct Authority.  

 

"certificated" or "in certificated form"

where an Ordinary Share is not in uncertificated form (i.e. not in CREST);

 

"Chairman"

the chairman of the Board;

 

"Company" or "SkinBio"

SkinBioTherapeutics plc, a company registered in England and Wales with registered number 09632164;

 

"CREST"

the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the CREST Regulations;

 

"CREST Manual"

the CREST Manual referred to in agreements entered into by Euroclear and available at www.euroclear.com;

 

"CREST member"

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

 

"CREST participant"

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

 

"CREST participant ID"

shall have the meaning given in the CREST Manual;

 

"CREST Regulations"

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

 

"CREST sponsor"

a CREST participant admitted to CREST as a CREST sponsor;

 

"CREST sponsored member"

a CREST member admitted to CREST as a CREST sponsored member;

 

"Enlarged Share Capital"

the entire issued share capital of the Company on Admission;

 

"Euroclear"

Euroclear UK & International Limited;

 

"Existing Ordinary Shares"

the 173,138,854 Ordinary Shares in issue at the date of this document;

 

"FCA"

the Financial Conduct Authority of the United Kingdom;

 

"FSMA"

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

 

 

"Fundraising"

the Placing and the Retail Offer;

 

"Group"

 

the Company and its subsidiaries (as defined in the Act);

 

"Intermediaries"

broker or wealth manager to an eligible retail Shareholder in the Retail Offer and "Intermediary" shall mean any one of them;

"Issue Price"

19 pence per New Ordinary Share;

 

"ITA"

UK Income Tax Act 2007;

 

"London Stock Exchange"

London Stock Exchange plc;

 

"New Ordinary Shares"

the Placing Shares and/or the Retail Offer Shares (as the context permits);

 

"Official List"

the Official List of the FCA;

 

"Ordinary Shares"

the ordinary shares of 1 penny each in the capital of the Company in issue from time to time;

 

"Placees"

subscribers for the Placing Shares;

 

"Placing Agreement"

the conditional placing agreement entered into between the Company and Cavendish in respect of the Placing, dated 16 November 2023, as described in this document;

 

"Placing"

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

"Placing Shares"

the new Ordinary Shares to be issued pursuant to the Placing;

 

"Prospectus Regulation"

the prospectus regulation rules of the FCA made under section 73A of FSMA;

"Prospectus Rules"

the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market;

 

"Registrar"

 

Share Registrars Limited, the Company's registrar;

 

"Regulatory Information Service"

has the meaning given to it in the AIM Rules;

 

"Retail Offer"

means the retail offer to be made by the Company on the day of the Placing Announcement via the Bookbuild Platform to retail investors situated in the United Kingdom to subscribe for Retail Offer Shares at the Issue Price

"Retail Offer Shares"

the up to 1,315,789 New Ordinary Shares to be issued pursuant to the Retail Offer;

"Securities Act"

US Securities Act of 1933 (as amended);

 

"Shareholders"

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

"uncertificated" or "uncertificated form"

means recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

 

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

 

"£" or "Pounds"

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

 

 

 

IMPORTANT INFORMATION

 

Cavendish Securities Plc ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as nominated adviser and as sole bookrunner and sole broker in connection with the Placing. 

 

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 as to, or in relation to, and no responsibility or liability is or will be accepted by Cavendish or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the United States Securities Act of 1933) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan.

 

The distribution or transmission of this Announcement and the offering of the Placing Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company 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 to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction where the extension or availability of the Placing would breach any applicable law (together the "Restricted Jurisdictions" and each being a "Restricted Jurisdiction"). Shareholders with registered addresses, or who are citizens or residents of, or incorporated in, countries outside of the United Kingdom and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this Announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.

 

This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company and its subsidiary undertakings to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time (the "AIM Rules").

 

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

 

Cavendish will not be responsible to any person other than the Company for providing the protections afforded to clients of Cavendish or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Cavendish is not making any representation or warranty, express or implied, as to the contents of this Announcement. Cavendish has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Cavendish for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

 

The Placing Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

 

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

 

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

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

1.                the placing results announcement being released at the relevant time;

2.                the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement, and at all times during the period up to and including Admission; 

3.                the performance by the Company in all material respects of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

4.                there not occurring, in the opinion of Cavendish (acting in good faith), a material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition (financial, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Company or the Group which is material in the context of the Group taken as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of this Agreement, since the date of the Placing Agreement;

5.                Admission occurring not later than 8.00 a.m. on or around 22 November 2023 or such later time and/or date as Cavendish may agree in writing with the Company (but in any event no later than 8.00 a.m. on 15 December 2023). 

1.                any statement contained in the Placing Documents is, or has become, or has been discovered to be untrue, incorrect or misleading or that there has been a material omission therefrom;

2.                any of the warranties, was, when given, or becomes, untrue, inaccurate or misleading;

3.                the Company has failed to or is unable to comply with any of its obligations under the Placing Agreement;

4.                trading in the Company's shares on AIM is suspended or cancelled; 

5.                the appointment of Cavendish as agent of the Company is terminated for whatever reason;

6.                the Company or any of its directors becomes subject to an investigation by the AIM Regulation team of London Stock Exchange

7.                in the opinion of Cavendish (acting in good faith), there has been a material adverse change or any development reasonably likely to involve a prospective material adverse change (including, but not limited to, the deterioration of the health of any key member of management of the Company), in the condition (financial, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Company or the Group which is material in the context of the Group as a whole taken as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of Placing Agreement, since the date of the Placing Agreement; and

8.                in the opinion of Cavendish (acting in good faith), there has been, (i) any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the US of a national emergency or war or any other calamity or crisis whether or not foreseeable at the date of this Agreement, (ii) a suspension of trading in securities generally on the London Stock Exchange or New York Stock Exchange or trading is limited or minimum prices established on any such exchange; (iii) a declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK, which would or would be likely to prejudice materially the Company or the Placing, or make the success of the Placing doubtful or makes it impracticable or inadvisable to proceed with the Placing, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable, then Cavendish may, in its absolute discretion, by notice in writing to the Company (or by orally communicating the same to any director of the Company), terminate this Agreement with immediate effect.

1.                it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);

2.                no prospectus or offering document 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 Bookbuilding Process, the Placing or the Placing Shares or is required under the EU Prospectus Regulation or the UK Prospectus Regulation;

3.                to indemnify on an after-tax basis and hold harmless each of the Company, Cavendish, Cavendish Affiliates and Skinbio Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

4.                the Placing Shares will be admitted to AIM and the Company is therefore required to publish and has published certain business and financial information in accordance with the AIM Rules and the UK version of the Market Abuse Regulation (EU 596/2014) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and other applicable laws and regulations (the "Exchange Information"), which includes the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information without undue difficulty and is aware of and has reviewed the contents of the Exchange Information;

5.                none of Cavendish, any Cavendish Affiliate or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company; nor has it requested any of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf to provide it with any such material or information; 

6.                (i) none of Cavendish or any Cavendish Affiliate or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Cavendish and that Cavendish does not have any duties or responsibilities to it (or any person acting on behalf of a Placee) for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings, agreements 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, and (ii) neither it nor, as the case may be, its clients expect Cavendish to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that Cavendish is not acting for it or its clients, and that Cavendish will not be responsible to any person other than the Company for providing protections afforded to its clients;

7.                the content of this Announcement is exclusively the responsibility of the Company and that none of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company. None of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. 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 to subscribe for the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information whatsoever and in particular it is not relying on any investigation that Cavendish, any Cavendish Affiliate 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 representations to it, express or implied, with respect thereto;

8.                it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved; 

9.                unless paragraph 10 applies, it has neither received nor relied on any inside information for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 (the "CJA") in relation to the Company or its participation in the Placing;

10.              if it has received any inside information (for the purpose of UK MAR and section 56 of the CJA) in relation to the Company and its securities in advance of the Placing, it has consented to receive inside information for the purposes of UK MAR and the CJA and it acknowledges that it was an insider or a person who has received a market sounding for the purpose of such legislation and it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company (or cancelled or amended an order in relation thereto); (b) encouraged, recommended or induced another person to deal in the securities of the Company (or to cancel or amend an order in relation thereto); and (c) unlawfully disclosed inside information to any person, in each case, prior to the information being made publicly available;

11.              it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and any Exchange Information and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement or in any Exchange Information;

12.              it has not relied on any information relating to the Company contained in any research reports prepared by Cavendish or any Cavendish Affiliate or any person acting on their behalf and understands that (i) none of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf has or shall have any liability for any public information relating to the Company; (ii) none of Cavendish, nor any Cavendish Affiliate, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of Cavendish, nor any Cavendish Affiliate, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise; 

13.              (i) it is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity and authority to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, Cavendish or any Cavendish Affiliate or Skinbio Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

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

15.              it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

16.              its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;

17.              it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

18.              if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (a) any Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

19.              if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

20.              it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the EU Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or Article 3 of the UK Prospectus Regulation;

21.              it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and agrees that this Announcement has not been approved by Cavendish in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

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

23.              it has complied with its obligations: (i) under the CJA and UK MAR;  (ii) in connection with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti-money laundering produced by the Financial Conduct Authority ("FCA") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; and it is permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006, the Counter-Terrorism Act 2008, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017);

24.              if in the United Kingdom, (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc.") of the FPO and (c) it is a UK Qualified Investor and (d) it is a person to whom this Announcement may otherwise lawfully be communicated;

25.              if it is within a Relevant State, it is an EU Qualified Investor;

26.              its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;

27.              it (and any person acting on its behalf) has the funds to pay for the Placing Shares for which it has agreed to subscribe and it will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by Cavendish (or on its behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Cavendish may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

28.              none of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Cavendish's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

29.              (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Cavendish nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Cavendish which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

30.              any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, 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 courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;

31.              it irrevocably appoints any director of Cavendish as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

32.              it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

33.              any person who confirms to Cavendish on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Cavendish to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

34.              the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Cavendish will be responsible. If this is the case, the Placee should take its own advice and notify Cavendish accordingly;

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

36.              when a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. 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 in accordance with the client money rules and will be used by Cavendish in the course of its business; and the Placee will rank only as a general creditor of Cavendish (as the case may be);

37.              in order to ensure compliance with the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and, to the extent applicable, any related or similar rules, regulations of any body having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA, Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Cavendish or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Cavendish's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Cavendish's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Cavendish and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

38.              the Company, Cavendish, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

39.              the basis of allocation will be determined by Cavendish and the Company at their absolute discretion and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

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

41.              irrevocably authorises the Company and Cavendish to produce this Announcement pursuant to, in connection with, or a may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

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

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

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

45.              it will be bound by the terms of the Articles;

46.              these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with the laws of England and Wales and it submits to the exclusive jurisdiction of the courts of England and Wales in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Cavendish 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;

47.              it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and

48.              its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances.

1.                if he is an individual, his nationality; 

2.                if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and

3.                such other "know your client" information as Cavendish may reasonably request.

 

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