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NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
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REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
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5 June 2024
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ANGLE plc (the
"Company")
Proposed Placing,
Subscription and Open Offer
Company to continue
scaling the business on the back of key commercial
momentum
ANGLE plc (AIM:AGL), a world-leading
liquid biopsy company, announces its intention to raise gross
proceeds of approximately £8.5 million by means of a placing (the
"Placing") of new Ordinary
Shares (the "Placing Shares") and a direct
subscription (the "Subscription") of new
Ordinary Shares (the "Subscription
Shares"), both at a price of 15
pence per share (the "Issue
Price"). In addition to the Placing
and Subscription, the Company proposes to raise up to a further
£2.06 million (before expenses) by way of an Open Offer (together
with the Placing and Subscription, the "Fundraising") at the Issue
Price.
The Placing will be conducted
through an accelerated bookbuilding process (the
"Bookbuilding Process") which
will be launched immediately following this announcement. The
Fundraising is subject to the terms and conditions set out in
Appendix 4 to this announcement (which forms part of this
announcement, such announcement and its Appendices together being
this "Announcement").
Joh. Berenberg, Gossler & Co.
KG, London Branch ("Berenberg") is acting as Sole
Global Co-ordinator and Joint Bookrunner , and Beech Hill
Securities, Inc. ("Beech
Hill") is acting as Joint Bookrunner
(Berenberg and Beech Hill together, the "Joint
Bookrunners") in connection with the
Fundraising.
KEY
HIGHLIGHTS
· Proposed Placing of approximately £4.75 million (before
expenses) with institutional investors, proposed Subscription of
£3.75 million by certain individual shareholders, and proposed Open
Offer of up to £2.06 million (before expenses) to existing
Qualifying Shareholders, in each case at the Issue Price
· The
gross proceeds from the Placing and Subscription will be used to
support the Company's commercialisation plan and for general
working capital requirements. The proceeds are expected to be
deployed as follows:
o £2.8
million for staff and next generation sequencing resources to
develop molecular assay content providing data and new downstream
applications for the Parsortix system;
o £2.2
million for commercial business development through salesforce and
distributor expansion, further distributor onboarding, product
launches, conferences and marketing;
o £1.5
million towards developing the clinical laboratory capability and
capacity including molecular capital expenditure and protocol
validation, staffing and expansion of service offering
o £2m
shall be used by the Company to strengthen the balance sheet,
enhance the working capital position and cover the expenses
associated with the Fundraise; and
o Proceeds raised via the Open Offer will be committed to
strengthening the balance sheet
· The
Company is seeking to build upon the recent commercial momentum
seen year-to-date following the success in establishing agreements
with Eisai, a global Japanese pharma company, for a pilot study
using ANGLE's HER2 assay, an agreement with AstraZeneca to develop
methodology for CTC micronuclei detection using ANGLE's DNA Damage
Response assay, and a further agreement with AstraZeneca for
development of an androgen receptor ("AR") detection assay in prostate cancer
studies, all of which offer large scale follow-on revenue
opportunities
· Completion of the fundraising alongside delivery of market
expectations is anticipated by the Company to secure cashflow
breakeven on a monthly basis by the end of 2025
· The
Issue Price represents a discount of approximately 16.7 per cent.
to the closing mid-market price of 18 pence per Ordinary Share on 4
June 2024, being the last business day prior to the date of this
Announcement
· The
New Ordinary Shares will represent up to 21.3 per cent of the
Enlarged Share Capital (assuming the maximum number of Placing
Shares, Subscription Shares and Open Offer Shares are issued and no
other Ordinary Shares are issued before Second
Admission)
· As per
the separate announcement, the Company has today published its
preliminary results for the year ended 31 December 2023 which show
the following financial and operational highlights:
o Revenues for the full year more than doubled to £2.2 million
(2022: £1.0 million)
o Loss
for the year of £20.1 million, or 7.73 pence per share (2022: loss
£21.7 million or 8.79 pence per share)
o Cash
and cash equivalents at 31 December 2023 of £16.2 million (2022:
£31.9 million) with R&D Tax Credits due at 31 December 2023 of
£1.5 million (2022: £2.9 million)
o Contracts announced with new and repeat customers including,
post period end, global pharmaceutical companies Eisai and
AstraZeneca
o Increased the installed base of Parsortix instruments,
developed a strategic partnership with BioView, and launched the
Portrait+ CTC Staining Kit
o Expansion of global distribution network and associated
infrastructure across Europe, Africa, the Middle East and Asia
Pacific
o Revenue for H1 2024 is expected to be between £1.0 million and
£1.3 million with a total of c.40% of FY24 market expectations for
revenue1 already contracted year to date. The Company
has a strong current pipeline of opportunities that has more than
doubled year to date, with significant potential growth
opportunities across a variety of end customers, including large
pharma. As such, the management remains confident in delivering
strong growth in 2024 in line with current market
expectations
· A
circular containing further details of the Open Offer and an
Application Form will be despatched to Shareholders in due course
following announcement of the results of the Placing and will
thereafter be available on the Company's website at
https://angleplc.com/
(subject to certain access
restrictions).
1Current consensus revenue is £6.45m for FY24. (Source:
Bloomberg)
For
further information:
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ANGLE plc
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+44
(0) 1483 343434
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Andrew Newland, Chief
Executive
Ian Griffiths, Finance
Director
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Berenberg (NOMAD, Sole Global Co-ordinator, Joint Bookrunner
& Corporate Broker)
Toby Flaux, Ciaran Walsh, Milo
Bonser, Brooke Harris-Lowing
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+44
(0) 20 3207 7800
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Beech Hill (Joint Bookrunner)
George Billington, Thomas
Lawrence
FTI
Consulting (Financial PR)
Simon Conway, Ciara
Martin
Matthew Ventimiglia (US)
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+1
212 350 7200
+44
(0) 203 727 1000
+1
(212) 850 5624
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The following is an extract from the
Chairman's letter to be set out in substantially the same form in
the Circular.
Introduction
The Company is pleased to announce a
Placing and Subscription to raise proceeds of approximately £8.5
million (before expenses), and an associated Open Offer to raise
gross proceeds of up to approximately £2.06 million (before
expenses), in each case at the Issue Price.
The existing allotment authorities
available to the Board which were obtained at the annual general
meeting of the Company held on 28 June 2023, enable the directors
to issue up to 26,058,060 Ordinary Shares on a non-pre-emptive
basis. The issue of the Subscription Shares will utilise the
Company's existing allotment authorities obtained at the 2023 AGM.
The Placing will be effected by way of a cashbox placing of new
Ordinary Shares for non-cash consideration, further details of
which are set out below. The cashbox placing structure is being
used to provide the Company with the ability to raise further
capital in a timely manner as a cashbox placing can be executed
faster and with lower associated costs than alternative structures.
The cashbox structure also provides greater certainty of
successfully meeting fundraising targets as, although the Company
has consulted with major Shareholders ahead of the launch of the
Fundraising, it will not need to seek the approval of Shareholders
for the allotment of further new Ordinary Shares at a general
meeting. The Company is committed to its Existing
Shareholders and to give them the opportunity to participate in the
further issue of new Ordinary Shares, Existing Shareholders (to the
extent that they are Qualifying Shareholders) are being given the
opportunity to participate in the Open Offer.
Application will be made to the
London Stock Exchange for the New Ordinary Shares to be admitted to
trading on AIM. In accordance with the conditions of the
Fundraising, subject to the terms of the Placing and Open Offer
Agreement, it is expected that admission to trading on AIM and
dealings in the Placing Shares and Subscription Shares will
commence on or around 11 June 2024 and that admission to trading on
AIM and dealings in the Open Offer Shares will commence on or
around 24 June 2024.
The New Ordinary Shares, when
issued, will be fully paid and will rank pari passu in all respects
with the Existing Ordinary Shares.
Background to, and reasons
for, the Fundraising
The Fundraising will enable the
Company to capitalise on the momentum gained from successes in the
past two years, starting with US Food and Drug Administration
("FDA") product clearance
for its Parsortix system in 2022 which accelerated
commercialisation of the Parsortix product and the Company's
ability to build product and service revenue lines. The success of
this trajectory is illustrated by the three agreements with global
pharma companies since the start of 2024.
Following the Company obtaining a
world first FDA product clearance for its Parsortix system in 2022,
the Company moved rapidly to complete a capital raise of £20
million which, as stated at the time, was intended to support the
Company's commercialisation.
Despite the challenging market
conditions for the Company's customer base, the Company has
developed its commercial pipeline with encouraging results from
multiple studies, a growing pharma services business with multiple
new customers and recent new contract wins with large pharma
customers.
The completion of the Fundraising
will enable the Company to progress through the next stage of
commercialisation and it is anticipated that alongside delivery of
market expectations, that the Company can secure cashflow breakeven
on a monthly basis by the end of 2025.
For ANGLE to secure widespread
adoption of the Parsortix system by building the product and
services business, as well as develop clinical programmes, the
Company needs to increase its headcount, allocate capex to build
out laboratory capabilities for molecular applications, obtain
accreditations and strengthen its balance sheet.
With visibility over funds to take
the Company through the next stage of commercialisation, the
Company can accelerate its near-term milestones such as securing
further contracts currently under discussion with large pharma
customers, roll out further new assays, build its global
distribution network, and further develop other product revenues
such as the Portrait+ CTC Staining kit, Illumina DNA molecular
protocols and HER2 assay services. Considering that the Company has
a global sales capability, it is also necessary to continue to
expand global commercial operations, which requires investment in
sales, logistics, product management, service and
maintenance, further deployment of the
direct sales team, and working alongside distribution partners, all
of which will be facilitated with the extra funds raised at this
juncture.
Key
highlights
ANGLE's vision is to secure
widespread adoption of the Parsortix system by providing
circulating tumour cells ("CTCs")
as the "best sample" for analysis coupled with molecular and
imaging assays to provide high-throughput, low cost, highly
sensitive, downstream analysis. To drive commercialisation, ANGLE
has established both a product business and a services
business.
1.
Product business area: ANGLE's Parsortix system including
instruments and one-time use cassettes, that are sold to
third-party laboratories for their use in translational research
and clinical use. In December 2023, ANGLE's quality management
system was re-certified as meeting ISO/EN/BSI 13485:2016. To enable
customers to carry out downstream analysis of the Parsortix
harvest, ANGLE now offers the Portrait+ CTC Staining Kit and
CellKeepTM Slide for enhanced cell recovery and imaging.
ANGLE will continue to develop further assay kits and protocols for
third-party molecular platforms.
2.
Services business area: ANGLE has established a Good Clinical
Laboratory Practice ("GCLP")-compliant laboratory in the UK, with the capability,
capacity and required quality systems to provide biopharma
customers with assay services to support drug discovery and
development. In the longer term, ANGLE's clinical laboratory will
process patient samples and offer validated assays to support
clinical decision making.
Both business areas are supported by
a growing body of internal and published evidence and content from
cancer centres showing the utility of the system through
peer-reviewed publications, scientific data, and clinical research
evidence, highlighting a range of potential
applications.
Parsortix products and services
In 2023, ANGLE launched multiple
downstream assays available to customers as a service from its
GCLP-compliant laboratory.
· The Portrait Flex assay is designed to allow the detection of
CTCs regardless of epithelial mesenchymal transition ("EMT")
status, with the opportunity to include an additional protein
biomarker tailored to individual customer needs. The clinical
utility of CTC biomarkers is a rapidly growing field facilitating
the identification of druggable targets to guide treatment
selection throughout the patient care pathway, as well as providing
prognostic information, predicting treatment response, resistance,
and patient relapse. Combining the use of the Parsortix system and
the Portrait Flex assay allows for testing that is specific to
customer needs and can enhance their clinical study evaluations.
ANGLE is offering a flexible, full-service solution to help unlock
personalised medicine for patients.
· The Portrait DNA Damage Response ("DDR")
assays were developed to identify two DNA damage markers,
phosphorylated histone variant H2AX ("γH2AX")
and phosphorylated KRAB-associated protein 1 ("pKAP1")
on CTCs enriched using the Parsortix system. The increasing
investigation of DDR/poly ADP ribose polymerase
("PARP") inhibitors, alone and in combination with chemotherapy or
immunotherapy, broadens the utility of γH2AX and pKAP1 assays as
indicators of DNA damage and clinical effectiveness. The assays,
for use in the research setting, make longitudinal, repeatable
monitoring of treatment response possible.
· The Portrait PD-L1 assay is designed to allow the detection of
CTCs and determine their PD-L1 status, which has the potential to
not only facilitate efficient, timely and cost-effective drug
discovery, but may also enable the more accurate identification of
suitable candidates for immunotherapy studies and provide
longitudinal monitoring of patient response to therapy.
In addition, in December 2023 the
Portrait+ CTC Staining Kit was launched as ANGLE's first
sample-to-answer product. The launch follows extensive development,
optimisation and validation to provide advanced immunofluorescence
("IF") staining of CTCs harvested from a
patient blood sample by the Parsortix system in multiple cancer
types including breast, lung, prostate and ovarian cancers. The
performance of current CTC protocols being used by academic and
research institutions varies considerably. ANGLE has developed its
test for reliable repeatable results with a fully validated,
standardised protocol to make it easy for customers to adopt in
their laboratories.
Capitalising on newly established global distribution
network
With a view to driving longer-term
product revenues, during the year ANGLE has continued to expand its
commercial operations team, including product management, logistics
and service and maintenance, as it seeks to capitalise on the FDA
clearance and UK and European product registrations received in May
2022. ANGLE has successfully established an international network
of oncology focused distribution partners, covering major
territories in Europe, Africa, the Middle East and Asia-Pacific,
with additional geographies in discussion. Training programmes for
distributor representatives were initiated, new marketing materials
developed, and service and support infrastructure strengthened.
These partners will open distribution channels for Parsortix
instruments and consumables globally. In addition to sales these
partners provide market access and service and maintenance support
in their jurisdictions.
Expansion of pharma services
The pharma services business
utilising the Parsortix system offers the potential for substantial
revenues in the large cancer drug trials market where ANGLE is
strongly differentiated. The pipeline of opportunities has
continued to progress, and ANGLE secured Crescendo Biologics as a
new customer. Crescendo Biologics is a UK-based, clinical stage
immune-oncology company and will use ANGLE's Portrait Flex assay in
an ongoing Phase I clinical trial investigating the safety and
efficacy of their drug for the treatment of patients with
prostate-specific membrane antigen ("PSMA")
positive prostate cancer.
ANGLE has also secured follow-on
contracts with several existing customers including Artios Pharma,
its first bespoke assay development customer. In May 2023, Artios
Pharma signed a new contract with ANGLE to utilise the two DDR
assays, developed and validated by ANGLE, in a Phase I clinical
trial expected to commence shortly and complete towards the end of
2024. The assays identify two target proteins on CTCs that are
implicated in DNA damage response, γH2AX and pKAP1. This is an area
of focus for drug companies developing PARP or DDR inhibitors for a
range of solid tumours and the assays have been added to the "menu"
of pre-developed tests and are being offered to other prospective
customers.
While the Pharma Services business
continued to gain commercial traction, the negative funding
environment and slowdown in biopharma spending regrettably led to
multiple biopharma expected sales falling away as these companies
found themselves unable to pursue their expansion plans, for which
they had intended to contract ANGLE's Parsortix-based pharma
services, until their own funding environment stabilises. ANGLE has
responded proactively to this market pressure by increasing its
focus on large pharma customers (where there are no such funding
issues). This proactive strategy is delivering and has so far
led to three contracts with large pharma with major long-term
potential with multiple others in discussion.
In January 2024, ANGLE announced an
agreement with the global Japanese pharmaceutical company Eisai.
Under the terms of the agreement worth an initial US $250,000,
ANGLE will provide CTC analysis with its Portrait HER2 assay in a
Phase II breast cancer study of BB-1701. BB-1701 is an
antibody-drug conjugate ("ADC") that is composed of Eisai's
proprietary anticancer agent eribulin conjugated to an anti-HER2
antibody. It is expected to have anti-tumour effects on breast,
lung and other solid tumours that express HER2. Success in this
study has the potential to build through to much larger revenues
for Phase II and Phase III studies, with the ultimate goal of
approval as a companion diagnostic.
In April 2024, ANGLE announced an
agreement, worth an initial £150,000, with the global
pharmaceutical company AstraZeneca for the development and
validation of an assay based on the existing pKAP1 DDR assay. This
assay is being developed for use in subsequent large-scale clinical
studies run by AstraZeneca to assess the efficacy of DDR
therapeutics enabling longitudinal, repeatable monitoring of
treatment response. Success in the development phase offers the
potential for large scale revenues for multiple clinical trials and
follow-up studies.
In May 2024, the Company was
delighted to announce a second services contract with AstraZeneca.
Under the terms of this agreement, worth an initial £550,000,
the Company will develop a CTC-based Androgen Receptor
("AR") assay. Assay development will take
place in ANGLE's UK laboratories, with project completion
expected in Q1 2025. A successful development phase will
demonstrate the importance of the Parsortix system in assessing the
efficacy of prostate cancer therapeutics and offers the
potential for long-term, ongoing revenues for the Company
supporting prostate cancer clinical trials. There is
wide applicability, both to AstraZeneca and other pharma customers,
for an AR assay to measure protein expression, which can only be
undertaken on intact cancer cells. There are currently
135 active, interventional oncology clinical studies
specifically involving the androgen receptor listed on
clinicaltrials.gov involving
~39,000 participants.
The use of CTC biomarkers in
clinical trials is a rapidly growing field enabling longitudinal
monitoring of genomic, transcriptomic and proteomic changes. ANGLE
believes that there is considerable potential for further business
with all its existing pharma customers as they have a pipeline of
drugs in development where CTC assays could provide additional
valuable information. In addition, ANGLE anticipates that further
new pharma services contracts will continue to be signed throughout
2024.
Strategic partnerships
Addressing a large and complex
healthcare market with a new technology requires significant
resources and ANGLE is seeking long-term strategic partnerships
with healthcare companies for market deployment and development of
clinical applications incorporating the Parsortix
system.
In April 2023, ANGLE entered into an
agreement with BioView to develop a CTC HER2 (human epidermal
growth factor receptor 2) assay kit for breast cancer using a
combination of ANGLE's Parsortix® system and BioView's automated
microscopy systems and software. The Portrait+ HER2 assay aims to
detect and assess the HER2 expression and/or gene amplification in
CTCs and is another significant development for the Company. The
changing market dynamics of the HER2 breast cancer marketplace,
with the introduction of new drugs targeting tumours with low HER2
expression, have provided a commercial opportunity to develop a
quantitative CTC-based HER2 assay kit, to assess HER2 protein
expression and/or gene amplification levels by analysing
fluorescence intensities.
Unlike current standard of care
tests developed for use on FFPE tissue, a CTC HER2 assay kit could
be used for longitudinal monitoring of HER2 status throughout
disease progression, thereby ensuring the patient receives the most
appropriate targeted treatment at every stage. The development
phase, which is already underway and making very good progress, is
estimated to take around a year to complete generating revenue for
ANGLE of £1.2 million.
The agreement allows for the
inclusion of third parties in this project and its funding at the
commercialisation stage after the initial development work is
complete. ANGLE plans to continue to grow its HER2 pharma services
business and capitalise on expanded HER2 use due to the development
of ADCs, that allow targeted delivery of chemotherapy agents to
cancer cells.
Development of molecular solutions
ANGLE has developed a research use
sample-to-answer solution for dual sequencing of DNA from CTCs and
ctDNA from a single patient blood sample. This method enables
parallel DNA profiling of CTCs and ctDNA for comprehensive
molecular analysis utilising third-party downstream technologies.
Originally thought to be competing analytes, CTCs and ctDNA are now
known to provide additional and complementary information which has
the potential to expand clinically actionable information, for
personalised therapy, when the two are analysed
together.
In ANGLE's study of 47 samples from
breast, lung, ovarian and prostate cancer patients the dual analyte
assay utilised a pan-cancer panel run on a high-throughput Illumina
Next Generation Sequencing ("NGS")
system. This study found that clinically relevant DNA variants were
identified in CTCs that were not present in ctDNA from the same
blood draw in 70% of breast cancer patient samples, 70% of lung
cancer patient samples and 60% of ovarian cancer patient samples,
highlighting the potential benefit of CTC-DNA analysis alongside
ctDNA analysis.
ANGLE will expand both its product
sales and pharma services offerings with this new sample-to-answer
molecular solution combining CTC-DNA and ctDNA analysis from a
single blood sample. The Company is engaging with Illumina and
working closely with KOLs and clinicians to seek input and
consideration of the benefits of this assay in providing unique
insight into cancer clonal evolution. Moreover, ANGLE is working
with these contacts to expedite the adoption of this combined
molecular profiling approach to establish key performance data
under analytical conditions and design of robust clinical studies
to build on the data presented.
ANGLE will continue the development
of downstream molecular solutions, in collaboration with leaders in
the molecular field, so that CTCs harvested by the Parsortix system
can be sequenced using existing laboratory instruments. This will
allow ANGLE to benefit from the existing installed base of digital
polymerase chain reaction ("PCR")
and sequencing instruments and for the molecular assays to be
easily incorporated into existing workflows and, in the longer
term, clinical practice. ANGLE plans to offer a molecular solution
for Research Use Only in 2024, which will then be implemented in
ongoing clinical studies (see below).
The molecular assays in development
include the following:
· DNA Digital PCR Assays, a solution for low-multiplexing assays
for specific targets such as EGFR and KRAS. This includes the
evaluation of Stilla Technologies solutions, utilising their EGFR
6-color Crystal Digital PCR™ Kit and naica® system
· DNA NGS Assays, two solutions for high-multiplexing assays
using a pan-cancer NGS panel with Illumina's NextSeq 2000, which is
now installed in ANGLE's R&D laboratory
Parsortix clinical studies
ANGLE is conducting clinical studies
to generate patient data demonstrating the value of Parsortix CTC
analysis and has established a substantial biobank of clinical
samples for this purpose. The aim is to generate data in four major
cancer types, breast, prostate, ovarian and lung, which globally
account for 37% of solid cancer cases.
INFORM is ANGLE's largest study,
targeting enrolment of up to 1,000 patients with advanced stage
cancer over a five-year period in four different cancer types
(breast, prostate, ovarian and lung), involving six NHS Trusts. Up
to 1,000 patients will have blood drawn across multiple time points
during their diagnosis, treatment, and follow-up. As of the year
end, 299 patients had been enrolled into the INFORM study, with a
total of 1,037 blood draws performed and 2,835 tubes of blood
received for either storage or processing using the Parsortix
system. Cells harvested by the system are being evaluated using
various immunofluorescence and/or molecular assays or being stored
for future molecular analysis.
The objectives of this study are
to:
· Evaluate and characterise cells harvested from cancer patients
using multiple downstream techniques such as imaging, protein
analyses, fluorescent in-situ hybridization ("FISH"),
multiplex gene expression analyses, mutational analyses and
sequencing
· Evaluate changes in CTCs and other rare cells in cancer
patients over the course of their treatment
· Perform additional development and refinement of ANGLE's
Parsortix system
· Utilise blood samples for assay development and
validation
Prostate cancer
In May 2022, ANGLE partnered with
the US based, specialist clinical service provider, MidLantic
Urology part of Solaris Health Partners, to undertake a study in
prostate cancer. The study, known as DOMINO, is based on the pilot
studies conducted independently by Barts Cancer Institute (Queen
Mary University London). DOMINO has completed the initial enrolment
of 100 men with either an elevated blood PSA or an abnormal rectal
exam, who were scheduled to undergo a prostate tissue biopsy. The
blood tubes drawn from each patient have been processed using the
Parsortix system and the cell harvest stored for future molecular
analysis for comparison with the results of the prostate tissue
biopsy. Third-party molecular systems are under assessment for the
processing of these samples. The timescales will be confirmed
once this assessment is complete.
Ovarian cancer
Following the successful completion
of the pelvic mass study for the detection of ovarian cancer
reported in 2022, ANGLE has continued enrolment of women with a
pelvic mass into the EMBER2 clinical study. Study recruitment
completed in September 2023 after reaching 400 patients with 1,400
blood tubes processed on the Parsortix system. The cell harvest has
been stored for future molecular analysis. Third-party molecular
systems are under assessment for the processing of these samples.
The timescales will be confirmed once this assessment is
complete.
The Company's investment in these
clinical studies and the collection of the associated patient
records has provided a resource for large-scale evaluation of the
third-party molecular platforms that are currently under
investigation. These studies will have a major impact on ANGLE's
commercialisation strategy providing data to support the ANGLE
laboratory services and assay development.
Peer-reviewed publications update
The medical devices industry is
evidence led, and in addition to the clinical studies and
regulatory studies described previously, peer-reviewed publications
from independent research groups are a key performance
metric.
ANGLE's product-based approach means
that it can deploy its system to cancer centres for use by key
opinion leaders and research customers. ANGLE's unique approach to
capturing and harvesting CTCs is enabling translational researchers
to undertake a wide range of research leading to new uses and
applications for the Parsortix system as well as achieving
breakthrough research. This deployment of the Parsortix system for
translational research now means that the system is widely
presented and discussed at leading cancer conferences around the
world.
There were 92 peer-reviewed
publications as of 31 December 2023 with 15 new publications
announced during the year. These publications span 41 independent
study centres across 14 countries. ANGLE's approach to capturing
and harvesting CTCs has enabled researchers to leverage a diverse
array of downstream techniques for cell analysis. This includes DNA
and RNA sequencing, mass-array protein analysis and digital PCR. In
addition to furthering the Company's understanding of the
metastatic process, these studies continue to build upon the
evidence that CTCs can provide complementary information to
ctDNA.
Current
trading
On 5 June 2024, the Company
announced its unaudited final results for its financial year ended
31 December 2023 ("FY23").
Overview of FY23 financial results
Following FDA clearance, the
beginning of the anticipated revenue ramp is reflected in revenues
more than doubling to £2.2 million (2022: £1.0 million) and was
driven by a combination of product sales of the Parsortix system,
pharma services contracts and corporate partnerships. Gross margins
averaged 70% (2022: 59%) reflecting the product-service
mix.
Product-related revenues were £1.4
million (2022: £0.7 million) while services-related revenues were
£0.8 million (2022: £0.3 million). In addition, sales of up to £1.8
million had been booked at the year end for future periods. The
installed base of Parsortix systems is over 290 with cumulative
samples processed of 210,000 as at 31 December 2023.
Continued investment in studies to
develop and validate the clinical application and commercial use of
the Parsortix system as well as the ongoing growth of the
commercial team and infrastructure was partly offset by carefully
controlling operating costs and the expected cost savings from the
closure of the Canadian operations in late 2022, resulting in
reduced operating costs of £23.3 million (2022: £24.8 million). The
loss for the year reduced to £20.1 million (2022: loss £21.7
million). The Company has identified cost reductions expected to
result in cash savings of c. £8 million in the period to 31
December 2024, as the US clinical laboratory was closed, and
non-critical R&D and other activities are deferred or
reduced.
Cash and cash equivalents were £16.2
million at 31 December 2023 (2022: £31.9 million) with R&D Tax
Credits due at 31 December 2023 of £1.5 million (2022: £2.9
million).
Outlook
The Company has made strong progress
year-to-date with two new large pharma customers and the Company
will look to continue this commercial momentum in the year ahead,
backed by the Fundraising which alongside delivery of market
expectations is anticipated by the Company to secure cashflow
breakeven on a monthly basis by the end of 2025.
Revenue for H1 2024 is expected to
be between £1.0 million and £1.3 million with a total of c.40% of
FY24 market expectations for revenue[1]
already contracted year to date. The Company has a strong current
pipeline of opportunities that has more than doubled year to date,
with significant potential growth opportunities across a variety of
end customers, including large pharma. As such, the management
remains confident in delivering strong growth in 2024 in line with
current market expectations.
Further details are contained within
the FY23 results RNS released on 5 June 2024. The Company expects
to publish its audited final results for FY23 no later than 17 June
2024.
[1] Current
consensus revenue is £6.45m for FY24. (Source:
Bloomberg)
Use of
proceeds
The gross proceeds from the Placing
and Subscription will be used to support the Company's
commercialisation plan and for general working capital
requirements. The proceeds are expected to be deployed as
follows:
· £2.8
million for staff and next generation sequencing resources to
develop molecular assay content providing data and new downstream
applications for the Parsortix system;
· £2.2
million for commercial business development through salesforce and
distributor expansion, further distributor onboarding, product
launches, conferences and marketing;
· £1.5
million towards developing the clinical laboratory capability and
capacity including molecular capital expenditure and protocol
validation, staffing and expansion of service offering
· £2m
shall be used by the Company to strengthen the balance sheet,
enhance the working capital position and cover the expenses
associated with the Fundraise; and
· Proceeds raised via the Open Offer will be committed to
strengthening the balance sheet
The Placing and the
Subscription
The Placing is being effected by way
of a cashbox placing of new Ordinary Shares for non-cash
consideration. The cashbox structure is expected to have the effect
of providing the Company with the ability to realise distributable
reserves approximately equal to the net proceeds of the Placing
less the nominal value of the Placing Shares issued by the
Company.
Berenberg will, pursuant to the
Subscription and Transfer Agreement, subscribe for redeemable
preference shares in Project Major Limited a new
Jersey-incorporated subsidiary of the Company ("JerseyCo") in an amount equal to the
gross proceeds of the Placing. Monies received from Placees taking
up Placing Shares will be applied by Berenberg to subscribe for
redeemable preference shares in JerseyCo.
The Company will allot and issue the
Placing Shares on a non-pre-emptive basis to Placees who have
participated in the Placing in consideration for the transfer,
pursuant to the terms of the Subscription and Transfer Agreements,
of the redeemable preference shares in JerseyCo that will be issued
to Berenberg. Accordingly, at the conclusion of the cashbox placing
process, JerseyCo will be a wholly owned subsidiary of the Company
and its principal assets will be cash reserves approximately equal
to the gross proceeds of the Placing. Shareholder approval is not
required to effect the Placing.
Instead of receiving cash as
consideration for the issue of the Placing Shares, following
completion of the Placing, the Company will own the entire issued
share capital of JerseyCo, whose only asset will be its cash
reserves as noted above. The Company will then be able to access
those funds by redeeming the redeemable preference shares it holds
in JerseyCo.
Accordingly, by subscribing for the
Placing Shares under the Placing and submitting a valid payment in
respect thereof, each Placee instructs Berenberg to hold such
payment on their respective behalves and: (i) to the extent of a
successful application under the Placing, to apply such payment
solely to permit Berenberg to subscribe (as principal) for
redeemable preference shares in JerseyCo; and (ii) to the extent of
an unsuccessful application under the Placing, to return the
relevant payment without interest to the Placee.
The Placing and Open Offer
Agreement
Pursuant to the terms of the Placing
and Open Offer Agreement, the Joint Bookrunners have agreed to use
their respective reasonable endeavours to procure Placees for the
Placing Shares at the Issue Price.
The Placing is conditional upon
(amongst other things) the satisfaction of the following
conditions:
(a)
the Placing and Open Offer Agreement becoming unconditional in all
respects in relation to the Placing (save for First Admission) and
not having been terminated in accordance with its terms;
(b)
(i) the Subscription Letters remaining in full force and effect,
not having lapsed or been terminated or amended in accordance with
their terms prior to First Admission; (ii) no condition to which
the Subscription Letters are subject having become incapable of
satisfaction and not having been waived prior to First Admission;
and (iii) no event having arisen prior to First Admission which
gives a party thereto a right to terminate their Subscription
Letter;
(c)
(i) each of the Subscription and Transfer Agreements remaining in
full force and effect, not having lapsed or been terminated or
amended in accordance with its terms prior to First Admission; (ii)
no condition to which the Subscription and Transfer Agreements are
subject having become incapable of satisfaction and not having been
waived prior to First Admission (save for the condition in each
agreement relating to Admission); and (iii) no event having arisen
prior to First Admission which gives a party thereto a right to
terminate the Subscription and Transfer Agreements; and
(d)
First Admission becoming effective by not later than 8.00 a.m. on
11 June 2024 (or such later time and date as the Company and
Berenberg may agree, being not later than 8.00 a.m. on 25 June
2024).
The Placing and Open Offer Agreement
contains certain customary warranties from the Company in favour of
the Joint Bookrunners in relation to, inter alia, the accuracy of the
information contained in the documents relating to the Placing and
certain other matters relating to the Company and its business. In
addition, the Company has given certain undertakings to the Joint
Bookrunners and has agreed to indemnify the Joint Bookrunners in
relation to certain customary liabilities that they may incur in
respect of the Fundraising. Berenberg has the right to terminate
the Placing and Open Offer Agreement in certain circumstances prior
to First Admission including, inter alia: (i) for certain force
majeure events or other events involving certain material adverse
changes or prospective material adverse changes relating to the
Company; (ii) in the event of a breach of the warranties or other
obligations of the Company set out in the Placing and Open Offer
Agreement; or (iii) in the event of a breach of the Subscription
Letters. Once the First Admission has occurred, neither Berenberg
and/or Beech Hill will have the right to terminate any of its
obligations under the Placing and Open Offer Agreement with regard
to the Placing.
Under the Placing and Open Offer
Agreement, the Company has agreed to pay certain fees and
commissions to the Joint Bookrunners and certain other costs and
expenses in connection with the Fundraising and
Admission.
The Subscription and Transfer
Agreements
In connection with the Placing, (a)
the Company, Berenberg and JerseyCo have entered into a
subscription and transfer agreement and (b) the Company and
Berenberg have entered into a put and call option agreement
(together the "Subscription and
Transfer Agreements"), each agreement being dated on or
around the date of the Placing and Open Offer Agreement, in
relation to the subscription and transfer of the redeemable
preference shares in JerseyCo to the Company.
Under the terms of the Subscription
and Transfer Agreements:
(a)
the Company and Berenberg will acquire ordinary shares in
JerseyCo;
(b)
the Company and Berenberg have entered into certain put and call
options in respect of the ordinary shares in JerseyCo subscribed
for by Berenberg that are exercisable if the Placing does not
complete ("Option
Agreement");
(c)
Berenberg will apply monies received from Placees under the
Placing, to subscribe for redeemable preference shares in JerseyCo
to an aggregate value equal to such monies; and
(d)
the Company will allot and issue the Placing Shares to those
persons entitled to them in consideration of Berenberg transferring
its holding of redeemable preference shares and ordinary shares in
JerseyCo to the Company.
Accordingly, instead of receiving
cash as consideration for the issue of the Placing Shares, at the
conclusion of the Placing, the Company will own the entire issued
share capital of JerseyCo whose only assets will be its cash
reserves, which will represent an amount approximately equal to the
gross proceeds of the Placing. Placees and Qualifying Shareholders
are not party to these arrangements and so will not acquire any
direct right against Berenberg pursuant to these agreements. The
Company will be responsible for enforcing the obligations of
Berenberg under these arrangements.
The
Subscription
The Subscription is a private
subscription by the Subscribers for Subscription Shares at the
Issue Price pursuant to the terms of the Subscription Letters and
will raise a total of £3.75 million (before expenses). The
Subscription Shares will be issued at the First Admission under the
Company's existing allotment authorities obtained at the Company's
annual general meeting held on 28 June 2023.
The Open
Offer
Once the Open Offer has been
launched, Qualifying Shareholders (other than Overseas
Shareholders) will have the opportunity under the Open Offer to
apply for Open Offer Shares at the Issue Price, payable in full on
application and free of expenses, pro rata to their existing
shareholders. Shareholders subscribing for their full Basic
Entitlement under the Open Offer may also request additional Open
Offer Shares as an Excess Open Offer Entitlement, up to the total
number of Open Offer Shares available to Qualifying Shareholders
under the Open Offer.
Qualifying Shareholders will be
invited, subject to the terms and conditions of the Open Offer, to
apply for their Basic Entitlement of Open Offer Shares at the Issue
Price. Each Qualifying Shareholder's Basic Entitlement has been
calculated on the following basis:
1
Open Offer Shares for every 19 Existing Ordinary
Shares
held by them and registered in their
names on the Record Date, rounded down to the nearest whole number
of Open Offer Shares.
Qualifying Shareholders will also be
invited to apply for additional Open Offer Shares (up to the total
number of Open Offer Shares available to Qualifying Shareholders
under the Open Offer) as an Excess Open Offer Entitlement. Any Open
Offer Shares not issued to a Qualifying Shareholder pursuant to
their Basic Entitlement will be apportioned between those
Qualifying Shareholders who have applied for an Excess Open Offer
Entitlement at the sole and absolute discretion of the Board,
provided that no Qualifying Shareholder shall be required to
subscribe for more Open Offer Shares than he or she has specified
on the Application Form or through CREST.
The
Open Offer is not a rights issue. Qualifying CREST Shareholders
should note that although the Open Offer Entitlements will be
admitted to CREST and be enabled for settlement, they will not be
tradeable and applications in respect of the Open Offer
Entitlements may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a
bona fide market claim
raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST
Shareholders should note that the Application Form is not a
negotiable document and cannot be traded. Qualifying Shareholders
who do not apply to take up their Open Offer Entitlements will have
no rights under the Open Offer or receive any proceeds from it.
Qualifying Shareholders should be aware that under the Open Offer,
unlike in a rights issue, any Open Offer Shares not applied for
will not be sold in the market or placed for the benefit of
Qualifying Shareholders.
Qualifying CREST Shareholders
and Qualifying Non-CREST Shareholders
Application has been made for the
Open Offer Entitlements in respect of Qualifying CREST Shareholders
(other than Overseas Shareholders) to be admitted to CREST. It is
expected that such Open Offer Entitlements will be admitted to
CREST on 7 June 2024 and Qualifying CREST Shareholders will receive
a credit to their appropriate stock accounts in CREST in respect of
their Open Offer Entitlements. Applications through the means of
the CREST system may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a
bona fide market
claim.
Qualifying Shareholders (other than
Overseas Shareholders) may apply for any whole number of Open Offer
Shares up to their Open Offer Entitlement.
Qualifying Non-CREST Shareholders
will receive an Application Form with the Circular which sets out
their Basic Entitlement as shown by the number of Open Offer
Entitlements allocated to them.
If valid applications are made for
less than all of the Open Offer Shares available, then the lower
number of Open Offer Shares will be issued and any outstanding Open
Offer Entitlements will immediately lapse.
Further details of the Open Offer
and the terms and conditions on which it is being made, including
the procedure for application and payment, will be contained in the
Circular and, for Qualifying Non-CREST Shareholders, on the
accompanying Application Form. To be valid, Applications Forms or
CREST instructions (duly completed) and payment in full for the
Open Offer Shares applied for must be received by the Receiving
Agent by no later than 11.00 a.m.
on 20 June 2024. Application Forms should be returned to
Link Group, Corporate Actions, Central Square, 29 Wellington
Street, Leeds LS1 4DL by such time.
The Open Offer is conditional upon
First Admission becoming effective by not later than 8.00 a.m. on
11 June 2024.
If Second Admission does not occur
on or before 8.00 a.m. on 24 June 2024 (or such later time and date
as the Company and Berenberg may agree, being not later than 8.00
a.m. on 8 July 2024), the Open Offer will not become unconditional
and application monies will be returned to applicants, without
interest and at their risk, as soon as practicable
thereafter.
Overseas
shareholders
The attention of Qualifying
Shareholders who have registered addresses outside the United
Kingdom, or who are located and/or resident in or are citizens of,
in each case, a country other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons
(including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to
forward the Circular or the Application Form to such persons, is
drawn to the information which will appear in Part 3 of the
Circular.
Persons who have a registered
address in or who are located and/or resident in or are citizens
of, in each case, a country other than the United Kingdom should
consult their professional advisers as to whether they require any
governmental or other consents or need to observe any other
formalities to enable them to acquire or subscribe for any Open
Offer Shares. Any Overseas Shareholder who are located in the
United States or are located in and/or resident in or are citizens
of a Restricted Jurisdiction who obtains a copy of the Circular or
an Application Form is required to disregard them, except with the
consent of the Company.
The Circular and any accompanying
documents are not being made available to Overseas Shareholders and
may not be treated as an invitation to subscribe for any Open Offer
Shares by any person located in and/or resident in the United
States or any person located in and/or resident in, or are citizens
of a Restricted Jurisdiction.
The Open Offer Shares and the Open
Offer Entitlements have not been, and will not be, registered under
the applicable securities laws of the United States or any
Restricted Jurisdiction. Accordingly, the Open Offer Shares and the
Open Offer Entitlements may not be offered, sold, delivered or
transferred, directly or indirectly, in or into the United States
or any Restricted Jurisdiction to or for the account or benefit of
any national, resident or citizen of any Restricted
Jurisdiction.
About ANGLE plc
ANGLE is a world-leading liquid
biopsy company with innovative circulating tumour cell (CTC)
solutions for use in research, drug development and clinical
oncology using a simple blood sample. ANGLE's FDA cleared and
patent protected circulating tumour cell (CTC) harvesting
technology known as the Parsortix® PC1 System enables complete
downstream analysis of the sample including whole cell imaging and
proteomic analysis and full genomic and transcriptomic molecular
analysis.
ANGLE's commercial businesses are
focusing on diagnostic products and clinical services. Diagnostic
products include the Parsortix® system, associated consumables and
assays. The clinical services business is offered through ANGLE's
GCLP-compliant laboratories. Services include custom made
assay development and clinical trial testing for pharma.
Over 90 peer-reviewed publications
have demonstrated the performance of the Parsortix system. For more
information, visit https://angleplc.com/.
IMPORTANT
NOTICES
This Announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This Announcement is not an offer of
securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the US
Securities Act of 1933, as amended, 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.
This Announcement or any part of it
does not constitute or form part of any offer to issue or sell, or
the solicitation of an offer to acquire, purchase or subscribe for,
any securities in, Canada, Australia, Japan or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the New Ordinary Shares is being
made in any such jurisdiction.
No action has been taken by the
Company, the Joint Bookrunners or any of their respective
affiliates, or any person acting on its or their behalf that would
permit an offer of the New Ordinary Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions.
No prospectus, offering memorandum,
offering document or admission document has been or will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU
Prospectus Regulation as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax
advice.
This Announcement has not been
approved by the London Stock Exchange, nor is it intended that it
will be so approved.
Members of the public are not
eligible to take part in the Placing. This Announcement is directed
at and is only being distributed to: (a) if in a member state of
the European Economic Area, qualified investors within the meaning
of Article 2(e) of the EU Prospectus Regulation; (b) if in the
United Kingdom, qualified investors within the meaning of Article
2(e) of the UK Prospectus Regulation who are also (i) persons
having professional experience in matters relating to investments
who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2)(a) to
(d) of the Order; or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being
"Relevant Persons"). 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.
The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares and the New
Ordinary Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the New Ordinary Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction in which such activities
would be unlawful.
By participating in the Bookbuilding
Process and the Placing, each person who is invited to and who
chooses to participate in the Placing (each a "Placee") by making an oral or written
and legally binding offer to acquire Placing Shares will be deemed
to have read and understood this Announcement in its entirety, to
be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained in Appendix 4 to this
Announcement and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in
Appendix 4 to this Announcement.
Certain statements contained in this
Announcement constitute "forward-looking statements" with respect
to the financial condition, results of operations and businesses
and plans of the Company and its subsidiaries (the "Group"). Words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or
conditional expressions, are intended to identify forward-looking
statements but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors
that could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking
statements and forecasts. As a result, the Group's actual financial
condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or
implied by these forward-looking statements. No representation or
warranty is made as to the achievement or reasonableness of, and no
reliance should be placed on, such forward-looking statements. The
forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company, its
directors, the Joint Bookrunners, their respective affiliates and
any person acting on its or their behalf each expressly disclaim
any obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation or the London Stock Exchange.
Berenberg is authorised and
regulated by the German Federal Financial Supervisory Authority
subject to limited regulation by the Financial Conduct Authority
(the "FCA") in the United
Kingdom. Beech Hill is authorised and regulated in the United
States by the Financial Industry Regulatory Authority. Each Joint
Bookrunner is acting exclusively for the Company and no one else in
connection with the Placing, the contents of this Announcement or
any other matters described in this Announcement. No Joint
Bookrunner will regard any other person as its client in relation
to the Placing, the content of this Announcement or any other
matters described in this Announcement and will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing
advice to any other person in relation to the Placing, the content
of this Announcement or any other matters referred to in this
Announcement.
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 any Joint Bookrunner or by any of its affiliates or any
person acting on its or their behalf 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.
In connection with the Placing, each
Joint Bookrunner and any of its affiliates may, acting as investors
for their own account, take up a portion of the shares of the
Company in the Placing as a principal position and in that capacity
may retain, purchase or sell for its own account such shares and
other securities of the Company or related investments and may
offer or sell such shares, securities or other investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to Placing Shares being issued, offered or
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, each Joint
Bookrunner or any of its affiliates acting in such capacity. In
addition, each Joint Bookrunner or any of its affiliates may enter
into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which any Joint
Bookrunner or any of its affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares. No Joint Bookrunner, nor any of its affiliates,
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
This Announcement does not
constitute a recommendation concerning any investor's investment
decision with respect to the Placing. Any indication in this
Announcement of the price at which ordinary shares have been bought
or sold in the past cannot be relied upon as a guide to future
performance. The price of shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. 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. The contents of this Announcement are not to be construed
as legal, business, financial or tax advice. Each investor or
prospective investor should consult their or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
No statement in this Announcement is
intended to be a profit forecast or profit estimate for any period,
and no statement in this Announcement should be interpreted to mean
that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company for the current or
future financial years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
All offers of the New Ordinary
Shares will be made pursuant to an exemption under the UK
Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person.
The New Ordinary Shares to be issued
or sold pursuant to the Fundraising will not be admitted to trading
on any stock exchange other than the London Stock
Exchange.
Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action.
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.
This Announcement has been prepared
for the purposes of complying with applicable law and regulation in
the United Kingdom and the information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK
Product Governance Requirements
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the
"UK Product Governance
Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such 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 the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution
channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) 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 Chapters 9A or
10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action
whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1 - RISK FACTORS
An
investment in the Ordinary Shares involves a high degree of risk.
Accordingly, prospective investors and Shareholders should
carefully consider the risks set out below before making a decision
to invest in the Company. The investment to be offered in the
Circular may not be suitable for all of its recipients. Potential
investors and Shareholders are accordingly advised to consult a
professional adviser authorised under FSMA, if you are in the
United Kingdom, or, if not, from another appropriately authorised
independent financial adviser, who specialises in advising on the
acquisition of shares and other securities, before making any
investment decision. A prospective investor and Shareholders should
consider carefully whether an investment in the Company is suitable
in the light of his or her personal circumstances and the financial
resources available to him or her.
This Appendix contains what the Directors believe to be the
principal risk factors associated with an investment in the
Company. However, the risks listed do not purport to be an
exhaustive summary of the risks affecting the Group and are not set
out in any particular order of priority. Additional risks and
uncertainties not currently known to the Directors or which the
Directors currently deem immaterial may also have an adverse effect
on the Group. In particular, the Company's performance may be
affected by changes in market or economic conditions and in legal,
regulatory and tax requirements.
If
any of the following risks were to materialise, the Company's
business, financial condition, results or future operations could
be materially adversely affected. In such cases, the market price
of the Ordinary Shares could decline and an investor may lose part
or all of his or her investment.
The
Circular will contain forward-looking statements that involve risks
and uncertainties. The Company's actual results could differ
materially from those anticipated in the forward-looking statements
as a result of many factors, including the risks faced by the
Company which are described below and elsewhere in the Circular.
Prospective investors and Shareholders should carefully consider
the other information in the Circular.
There can be no certainty that the Company will be able to
successfully implement its strategy. Additional risks and
uncertainties not currently known to the Directors or which the
Directors currently deem immaterial may also have an adverse effect
on the Company.
1. RISKS
RELATING TO THE COMPANY AND ITS BUSINESS
Ability of the Group to
maintain a competitive position
There are numerous competitive
groups seeking to develop alternative cancer diagnostic products in
direct competition (other CTC technologies) and indirect
competition (other liquid biopsy methods, for example, ctDNA
analysis). It is possible at any time that a competing technology
which out-performs Parsortix may enter the market. Some competitors
have greater financial, technical and marketing resources which may
allow them to deploy commercial tactics, such as price
undercutting, which may restrict the Group and impede its ability
to commercialise the Group's product and services.
The future success of the Group
depends, in part, on its ability to maintain a competitive
position, including an ability to further progress through the
necessary preclinical and clinical trials to support
commercialisation, marketing authorisation where necessary, and
coverage and reimbursement. Other companies may succeed in
commercialising products and services earlier than the Group or in
developing products and delivering services that are more effective
than those which may be offered or delivered by the Group. Whilst
the Group will seek to develop its capabilities and keep the costs
associated with its technologies low in order to remain
competitive, there can be no assurance that research and
development by others will not render the Group's products obsolete
or uncompetitive, which may have a material adverse effect on the
Group's business, financial condition, results or future
operations.
Financial condition of the
Group
The Group continues to invest in
R&D, clinical studies, product development, clinical
laboratories and product marketing and consequently is loss making
and utilising cash reserves to support operational activities. The
commencement of material revenues is difficult to predict as 1) the
Group is launching new products and services in an emerging market
and suitable clinical applications need to be identified, have
successful clinical studies completed, achieve regulatory approvals
and achieve market acceptance, and 2) the impact of the Group's FDA
clearance to boost research use sales and in particular to be
employed in clinical trials is still in the early stages. Operating
losses are anticipated to continue for a period while revenues
build and this may have a material adverse effect on the Group's
business, financial condition, results or future
operations.
The availability of future
funding
In the event that new funds are
required there can be no guarantee that further equity capital or
other funding will be available on acceptable terms, at the quantum
required, or at all. If required funds are not available, this
could affect the Group's ability to commercialise its technology
and may require operations to be scaled back, delayed or even
affect the ability to continue as a going concern which may have a
material adverse effect on the Group's business, financial
condition, results or future operations.
Foreign currency
risk
The Group has critical European and
US suppliers and incurs costs in Euros and US Dollars and is
exposed to Euro and US Dollar exchange rates which it is unable to
control. As a result, the Group is subject to foreign
currency risk due to exchange rate fluctuations which will affect
the Group's transaction costs and the translation of its results
and which may have a material adverse effect on the Group's
business, financial condition, results or future
operations.
The ability to secure and
maintain intellectual property
The Group's success depends in part
on its ability to secure and maintain its intellectual property
(IP) such as patent protection for products and devices in order
that it can stop others from exploiting its inventions and preserve
the confidentiality of its know-how. There is a risk that patent
pending applications will not be issued, and there is a risk that
the scope of any patent protection obtained may not be sufficient
to exclude competitors or provide competitive advantage to the
Group. It is possible that competitors may infringe this IP or
otherwise challenge its validity including by claiming rights,
ownership of the patents or other proprietary rights held by the
Group. This could lead to long and protracted litigation to protect
the Group's position which may divert resources away from the
purposes of the Group, which include nurturing companies through
research and development and creating value in IP. Any adverse
judgment against the Group could lead to substantial litigation
costs, fines and the inability of the Group to manufacture, market
or sell any infringing products. Subsequently, this may lead to
loss of earnings, which may have a material adverse effect on the
Group's business, financial condition, results or future
operations.
Reliance on key single source
suppliers
It is extremely important that
manufacturing of precision equipment is of a consistent and
extremely high quality to ensure that instruments and cassettes
operate as specified and produce consistent results and meet the
necessary manufacturing tolerances specified. Product lead times
need to be appropriate for timely delivery of the Group's products
whilst also ensuring the required product quality. As a result, the
Group is heavily dependent on three key single source suppliers and
outsources certain aspects of product development, regulatory
advice and manufacturing to specialist organisations that can
manufacture the separate cassettes at the required tolerances, can
assemble instruments and have capacity for scale up of production.
Problems at outsourced manufacturers and their suppliers such as
insolvency, disruption to production levels or product lead times
or termination of the Group's contracts with such suppliers could
lead to disruption in supplies, delays, product inconsistency and
product failure, which may have a material adverse effect on the
Group's business, financial condition, results or future
operations.
Manufacturing capability
and/or supply chain issues
Certain products are manufactured
internally and manufacturing problems including insufficient
capacity could lead to these products not being available when
required for use in R&D or for customers as elements of planned
product kits. The Group has established a flexible, small volume
pilot manufacturing facility in the UK to support the roll out of
sample-to-answer imaging and molecular assays to the Group clinical
service laboratories and early adopter customers. This provides
high levels of operational flexibility whilst maintaining quality
system standards.
Despite its in-house manufacturing
capabilities, the Group is still exposed to global supply chain
issues in relation to highly application specific reagents and
materials. Whilst the Group holds a higher level of inventory,
reagents and consumables than it normally would, certain reagents
either cannot be ordered until their precise make-up is known
and/or have a short shelf-life. Ongoing EU trading and human
resource issues may further impact the Group's operations. With the
UK status as a "Third Country", the movement of goods between the
Group and European customers and within the Group's European supply
chain may be adversely affected. Any issues with the Group's
manufacturing capability and/or supply lines may have a material
adverse effect on the Group's business, financial condition,
results or future operations.
Market acceptance, clinical
recognition and adoption of products
The Group's success depends on both
clinical and health economic acceptance of its products. Studies
are required to demonstrate the utility of clinical applications
and there is a risk that the data may be weak, inconclusive, or
negative for the reasons outlined in the risk factor headed
"Development and commercialisation of clinical applications". The
medical diagnostics market is conservative by nature; CTC systems
are an emerging technology and customers may be slow to adopt new
products, vested interests may impede market penetration and
products may not achieve commercial success.
The Group may not be able to sell
its products profitably and/or commercial uptake of the application
may be limited if reimbursement by third-party payers is limited or
unavailable. The Group may be subject to price limits on
reimbursement of products which are outside its control, negatively
impacting revenues.
Either of the above factors may have
a material adverse effect on the Group's business, financial
condition, results or future operations.
Operational
disruptions
In order for the Group to operate
effectively its infrastructure needs to be robust, efficient and
scalable. Unexpected events (such as COVID-19) could disrupt the
business by affecting a key facility or critical equipment or donor
or patient enrolment which could lead to an inability to undertake
development work (e.g. clinical studies with partners). Moreover,
the Group may not be able to source required facilities, partners,
equipment or supplies at financially viable prices or at a
sufficient rate to sustain clinical trials or the production of the
Group's products. This may hinder the commercialisation of the
Group's products and services and may impact the ability of the
Group to develop financially viable products, particularly if
competitors are able to leverage greater economies of scale to
develop similar products in competition with the Group. This, in
turn, may have a material adverse effect on the Group's business,
financial condition, results or future operations.
Susceptibility to
cyber-crime
Cyber-crime is increasing in
sophistication, consequences and incidence, with risks including
virus and malware infection, unauthorised access and fraud. The
Group collects and stores sensitive personal information and
patient data as part of the clinical studies and development of its
products and as a result may be at risk from cyber-attacks.
Cyber-attacks can result from deliberate attacks or unintentional
events and may include (but are not limited to) malicious third
parties gaining unauthorised access to the Group's software for the
purpose of misappropriating financial assets, intellectual property
or sensitive information (such as patient data), corrupting data,
or causing operational disruption. Whilst the Directors consider
that the Group has taken appropriate steps to protect its systems,
there can be no assurance that its efforts will prevent service
interruptions or security breaches in its systems or the
unauthorised or inadvertent wrongful access or disclosure of
confidential information that could have an adverse impact on the
Group's business, prospects, results of operations and financial
condition or result in the loss, dissemination, or misuse of
critical or sensitive information. If the Group suffers from a
cyber-attack, whether by a third party or insider, it may incur
significant costs (including liability for stolen assets or
information) and repairing any damage caused to the Group's network
infrastructure and systems. The Group may also suffer reputational
damage and loss of investor confidence. If the Group suffers a
cyber-attack, this could expose the Group to potential financial
and reputational harm which will have a material adverse effect on
the Group's business, financial condition, results or future
operations.
Adherence to regulation and
quality assurance standards
The Group operates in a highly
regulated industry and needs to meet recognised quality assurance
standards that are subject to third-party audit. The Group must
comply with a broad range of regulations relating to the
development, approval, manufacturing and marketing of its products
and is subject to regulatory inspection. There is a risk that a
regulatory audit will find problems that could have severe
consequences on the Group's ability to sell products in the
relevant country, lead to a loss of marketing authorisation, a loss
of reputation, a loss of customers, recall or remediation costs as
well as enforcement action and sanctions from a
regulator.
Major success with the cancer
diagnostic product (and other products) will require regulatory
authorisation for clinical use from various regulatory authorities
which will require data from studies relating to the efficacy,
safety and effectiveness of the product. Regulatory regimes and
requirements are complex and still evolving and it is difficult to
predict their exact requirements. As such, there can be no
assurance that authorisations will be obtained in the time expected
or at all. Authorisations may be delayed or not obtained at all and
alterations to relevant regulations may result in delays to the
development and commercialisation of the Group's products.
Furthermore, there is no assurance that future legislation will not
impose further government regulation. If it proves difficult to
obtain or maintain authorisations, major revenues may be delayed
or, without authorisation, may not be achievable, and the Group may
lose customers, reputation and may face enforcement or remediation
costs, all of which may have a material adverse effect on the
Group's business, financial condition, results or future
operations.
In-house research and
development capabilities
The Group undertakes significant
in-house research and development activity with the aim of
launching improved and new products and services, but there remain
considerable technical risks, which may result in delays, increased
costs or ultimately failure. The Group will continue to be involved
in complex clinical development processes and industry experience
indicates that there may be a high incidence of delay or failure to
produce the desired results and the Group may not be able to
develop new products or sufficiently adapt products to specific
market needs, which may have a material adverse effect on the
Group's business, financial condition, results or future
operations.
Dependency on key personnel
and clinical study partners
The Group's ability to develop its
products is dependent upon the services and performance of its
management team and key members of staff. With complex and critical
development projects, the alignment of business and project
objectives, good project planning and clear staff focus are
required. In addition, the Group's business operations may require
additional expertise in specific industries and areas applicable to
products identified and developed by the Group. These activities
may require additional new personnel, including management and
technical personnel and the development of additional experience by
existing employees.
The Group is also heavily dependent
on its clinical study partners who are responsible for patient and
subject enrolment and on occasion core laboratory work. The Group's
inability to recruit or retain key personnel or consultants and/or
the loss of any of its clinical study partners may impede the
progress of the Company's research and development objectives as
well as the commercialisation of its lead and other products,
which, in turn, may have a material adverse effect on the Group's
business, financial condition, results or future
operations.
Development and
commercialisation of clinical applications
In addition to its pharma services
business and its products business, the Group is developing a
clinical application for the triage of women presenting with an
abnormal pelvic mass. This is dependent on both a successful
harvest of CTCs by the Parsortix system and identifying a set of
RNA markers that can discriminate between malignant ovarian cancer
and other benign conditions.
The development and
commercialisation of clinical applications such as the above is a
time-consuming, expensive and uncertain process and delay or
failure can occur at any stage. Failure to obtain regulatory
approval will prevent the Group or its partners from
commercialising or marketing products and services. The successful
development of clinical applications is subject to a variety of
risks, including the following:
·
clinical studies in process may suffer delays,
temporary pauses or the Group may be unable to carry out such
studies due to factors outside of its control, including (but not
limited to) lack of sufficient financial resources, delay or
failure to obtain the required authorisations or approvals from
regulators to conduct the trial, failure to recruit or withdrawal
of clinical trial sites, slow or insufficient suitable patient
enrolment, inability to obtain sufficient materials necessary for
the conduct of the Group's studies, clinical sites deviating from
protocol or failing to conduct the trial in accordance with
regulatory requirements including good manufacturing practices or
otherwise breaching contractual duties or changes in governmental
regulations or administrative actions;
·
the data produced from clinical studies (carried
out by the Group or by others) may not be sufficient to support the
roll out of the clinical application and there can be no guarantee
that clinical applications will be developed into commercially
viable laboratory tests or regulated devices;
·
appropriate third-party payer reimbursement codes
may be delayed or may not be obtained thereby limiting commercial
uptake of the application; and
·
vested and competing interests may impede market
acceptance for either a laboratory developed test or a regulated
device.
Many of these factors will be beyond
the control of the Group. If there are delays in the completion of,
or termination of, any ongoing or future clinical trial of the
Group's product candidates, the commercial prospects of those
product candidates will be harmed, and the ability to generate
product revenues from any of these product candidates will be
delayed. In addition, any delays in completing clinical trials may
slow down product candidate development and approval process and
jeopardise the ability to commence product sales and generate
revenues. Any of these occurrences may have a material adverse
effect on the Group's business, financial condition, results or
future operations.
2. RISKS
ASSOCIATED WITH THE FUNDRAISING AND GENERAL INVESTMENT
RISKS
Dilution
Regardless of whether a Qualifying
Shareholder takes up their entitlements under the Open Offer, the
effect of the Fundraising will be a reduction of their
proportionate ownership and voting interests in the Company (unless
a Shareholder participates in the Placing and/or applies for, and
obtains, Excess Shares under the Open Offer).
For those Qualifying Shareholders
who do not participate in the Open Offer, their proportionate
ownership and voting interest in the Company will be reduced
further as a consequence of the Open Offer and the percentage that
their shareholdings represent of the ordinary share capital of the
Company will, following Admission, be reduced
accordingly.
Overseas Shareholders will not be
able to participate in the Open Offer and/or may otherwise need to
observe applicable legal requirements or other formalities to
enable them to apply for Open Offer Shares.
Valuation of
shares
The Issue Price has been determined
by the Company and may not relate to the Company's net asset value,
net worth or any established criteria or value. There can be no
guarantee that the Ordinary Shares will be able to achieve higher
valuations or, if they do so, that such higher valuations can be
maintained.
Volatility of share
price
The trading price of the Ordinary
Shares may be subject to wide fluctuations in response to a number
of events and factors, such as variations in operating results,
announcements of innovations or new services by the Group or its
competitors, changes in financial estimates and recommendations by
securities analysts, the share price performance of other companies
that investors may deem comparable to the Group, news reports
relating to trends in the Group's markets, large purchases or sales
of Ordinary Shares, liquidity (or absence of liquidity) in the
Ordinary Shares, currency fluctuations, legislative or regulatory
changes and general economic conditions. These fluctuations may
adversely affect the trading price of the Ordinary Shares
regardless of the Group's performance.
In addition, if the stock market in
general experiences loss of investor confidence, the trading price
of the Ordinary Shares could decline for reasons unrelated to the
Group's business, financial condition, operating results or
prospects. The trading price of the Ordinary Shares might also
decline in reaction to events that affect other companies in the
industry, even if such events do not directly affect the Group.
Each of these factors, among others, could harm the value of the
Ordinary Shares.
Market
perception
Market perception of the Company may
change, potentially affecting the value of investors' holdings and
the ability of the Company to raise further funds by the issue of
further Ordinary Shares or otherwise.
Investment risk and
AIM
The Existing Ordinary Shares are,
and the New Ordinary Shares will be, admitted to trading on AIM
rather than the Official List. The rules of AIM are less demanding
than those of the Official List and an investment in shares quoted
on AIM may carry a higher risk than an investment in shares on the
Official List. AIM has been in existence since June 1995, but its
future success and liquidity in the market for the Company's
securities cannot be guaranteed. Investors should be aware that the
value of the Existing Ordinary Shares and the New Ordinary Shares
may be volatile and may go down as well as up and investors may
therefore not recover their original investment. The market price
of the Existing Ordinary Shares and the New Ordinary Shares may not
reflect the underlying value of the Company's net assets. The price
at which investors may dispose of their shares in the Company may
be influenced by a number of factors, some of which may pertain to
the Company, and others of which are extraneous. On any disposal,
investors may realise less than the original amount
invested.
Legislation and
tax
The Circular has been prepared on
the basis of current legislation, rules and practice and the
advisers' interpretation thereof. Such interpretation may not be
correct and it is always possible that legislation, rules and
practice may change. Any changes in legislation, and, in
particular, any changes to the basis of taxation, tax relief and
rates of tax, may affect the availability of the relief.
Investors should consider carefully whether an investment in
the Company is suitable for them in light of the risk factors
outlined above, their personal circumstances and the financial
resources available to them.
This list should not be considered an exhaustive statement of
all potential risks and uncertainties.
APPENDIX 2
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
|
|
2024
|
|
Record Date for entitlements under
the Open Offer
|
6.00 p.m.
on 4 June
|
|
Announcement of the
Fundraising
|
5
June
|
|
Announcement of the result of the
Placing and Subscription
|
5
June
|
|
Publication and posting of the
Circular and, to Qualifying Non-CREST Shareholders only, the
Application Form
|
6
June
|
|
Ex-entitlement date for the Open
Offer
|
8.00 a.m.
on 6 June
|
|
Open Offer Entitlements credited to
stock accounts of Qualifying CREST Shareholders
|
as soon as
possible after 8.00 a.m. on 7
June
|
|
First Admission and commencement of
dealings in the Placing Shares and the Subscription Shares on
AIM
|
11
June
|
|
CREST Members' accounts expected to
be credited in respect of Placing Shares and Subscription Shares in
uncertificated form
|
as soon as
possible after 8.00 a.m. on 11
June
|
|
Recommended latest time for
requesting withdrawal of Basic Entitlements and Excess CREST Open
Offer Entitlements from CREST
|
4.30 p.m.
on 14 June
|
|
Latest time and date for depositing
Basic Entitlements and Excess CREST Open Offer Entitlements into
CREST
|
3.00 p.m.
on 17 June
|
|
Latest time and date for splitting of
Application Forms (to satisfy bona fide market claims
only)
|
3.00 p.m.
on 18 June
|
|
Latest time and date for receipt of completed Application
Forms from Qualifying Non-CREST Shareholders and payment in full
under the Open Offer and settlement of relevant CREST instructions
(as appropriate)
|
11.00 a.m. on 20 June
|
|
Announcement of the result of the
Open Offer
|
21
June
|
|
Second Admission and commencement of
dealings in the Open Offer Shares on AIM
|
8.00 a.m.
on 24 June
|
|
CREST Members' accounts expected to
be credited in respect of Open Offer Shares in uncertificated
form
|
as soon as
possible after 8.00 a.m. on 24
June
|
|
Expected despatch of definitive share
certificates for the New Ordinary Shares in certificated
form
|
within 10
Business Days of Second Admission
|
APPENDIX 3
Definitions
The following definitions apply
throughout this Announcement unless the context otherwise
requires:
|
"Act"
|
the
Companies Act 2006 (as amended from time to time)
|
|
"Admission"
|
First
Admission and/or Second Admission (as the context
requires)
|
|
"AIM"
|
the market
of that name operated by London Stock Exchange
|
|
"AIM Rules"
|
the AIM
Rules for Companies published by London Stock Exchange from time to
time
|
|
"Application Form"
|
the
personalised application form accompanying on which Qualifying
Non-CREST Shareholders may apply for Open Offer Shares
|
|
"Basic Entitlement"
|
the Open
Offer Shares for which a Qualifying Shareholder is entitled to
subscribe under the Open Offer calculated on the basis of 1 Open
Offer Shares for every 19 Existing Ordinary Shares held by that
Qualifying Shareholder as at the Record Date
|
|
"Beech Hill Securities" or "Beech Hill"
|
Beech Hill
Securities, Inc., Joint Bookrunner
|
|
"Berenberg"
|
Joh.
Berenberg, Gossler & Co. KG, London Branch, Nominated Adviser,
Corporate Broker, Sole Global Co-Ordinator and Joint
Bookrunner
|
|
"Bookbuild" or "Bookbuilding"
|
the
offering of Placing Shares to Placees by way of an accelerated
bookbuild by the Joint Bookrunners as agents for the
Company
|
|
"Business Day"
|
a day not
being a Saturday or a Sunday or a bank or public holiday in England
on which clearing banks are open for business in the City of
London
|
|
"Circular"
|
the
Circular in relation to the Fundraising
|
|
"Closing Price"
|
the
closing middle market quotation of an Ordinary Share as derived
from the Daily Official List of the London Stock
Exchange
|
|
"Company" or "ANGLE"
|
ANGLE plc,
a company incorporated in England and Wales under the Companies Act
1985 with registered number 04985171
|
|
"CREST"
|
the
Relevant System (as defined by the CREST Regulations) for the
paperless settlement of share transfers and the holding of shares
in uncertificated form in respect of which Euroclear is the
Operator (as defined by the CREST Regulations)
|
|
"CREST Courier and Sorting
Service"
|
the CREST
Courier and Sorting Service which manages the movement of share
certificates and other documents between CREST counters and
registrars where shares are being deposited into or withdrawn from
CREST
|
|
"CREST Manual"
|
the rules
governing the operation of CREST, as published by
Euroclear
|
|
"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, as system-participant (as defined in
the CREST Regulations)
|
|
"CREST payment"
|
shall have
the meaning in the CREST Manual
|
|
"CREST Regulations"
|
the
Uncertificated Securities Regulations 2001 (SI 2001/3755) (as
amended)
|
|
"CREST Sponsor"
|
a CREST
participant admitted to CREST as a CREST sponsor
|
|
"CREST Sponsored Member"
|
a CREST
Member admitted to CREST as a sponsored member
|
|
"Directors" or "Board"
|
the
directors of the Company, or any duly authorised committee
thereof
|
|
"Enlarged Share Capital"
|
the total
number of issued Ordinary Shares on completion of the Fundraising
following the issue of the New Ordinary Shares, and assuming that
all of the New Ordinary Shares are issued
|
|
"Euroclear"
|
Euroclear
UK & International Limited, the operator of CREST
|
|
"Excess Applications"
|
applications pursuant to the Excess Application
Facility
|
|
"Excess Application Facility"
|
the
mechanism whereby a Qualifying Shareholder, who has taken up his or
her Basic Entitlement in full, can apply for Excess Shares up to an
amount equal to the total number of Open Offer Shares available
under the Open Offer less an amount equal to a Qualifying
Shareholder's Basic Entitlement, as more fully set out in the
Circular
|
|
"Excess CREST Open Offer
Entitlements"
|
in respect
of each Qualifying CREST Shareholder who has taken up his or her
Basic Entitlement in full, the entitlement to apply for Open Offer
Shares in addition to his or her Basic Entitlement credited to his
or her stock account in CREST, pursuant to the Excess Application
Facility, which may be subject to scaling back in accordance with
the provisions of the Circular
|
|
"Excess Open Offer
Entitlements"
|
in respect
of each Qualifying Shareholder, the entitlement (in addition to his
or her Open Offer Entitlement) to apply for Open Offer Shares
pursuant to the Excess Application Facility, which is conditional
on him or her taking up his or her Open Offer Entitlement in full
and which may be subject to scaling back in accordance with the
provisions of the Circular
|
|
"Excess Shares"
|
Open Offer
Shares which are not taken up by Qualifying Shareholders pursuant
to their Basic Entitlement and which are offered to Qualifying
Shareholders under the Excess Application Facility
|
|
"Existing Ordinary Shares"
|
the issued
share capital of the Company as at the Latest Practicable Date,
being 260,580,547 Ordinary Shares
|
|
"FCA"
|
the
Financial Conduct Authority
|
|
"First Admission"
|
admission
of the Placing Shares and the Subscription Shares to trading on AIM
becoming effective in accordance with Rule 6 of the AIM Rules which
is expected to take place at 8.00 a.m. on 11 June 2024
|
|
"FSMA"
|
the
Financial Services and Markets Act 2000, as amended
|
|
"Fundraising"
|
the
Placing, the Subscription and the Open Offer
|
|
"FY23"
|
the
Company's financial year ended 31 December 2023
|
|
"FY24"
|
the
Company's financial year ended 31 December 2024
|
|
"Group"
|
the
Company, its subsidiaries and its subsidiary
undertakings
|
|
"Issue Price"
|
15 pence
per New Ordinary Share
|
|
"JerseyCo"
|
Project
Major Limited, a new Jersey-incorporated subsidiary of the Company
which has its registered office at 22 Grenville Street, St Helier,
JE4 8PX and registered company number is 154531
|
|
"JerseyCo Subscriber"
|
Berenberg
|
|
"JerseyCo Subscriber Shares"
|
11
ordinary shares of no par value in the capital of JerseyCo and 100
fixed rate redeemable preference shares of no par value in the
capital of JerseyCo
|
|
"Joint Bookrunners"
|
Berenberg
and Beech Hill
|
|
"Latest Practicable Date"
|
4 June
2024
|
|
"London Stock Exchange"
|
London
Stock Exchange plc
|
|
"Material Adverse Change"
|
a material
adverse change in or affecting, or any development reasonably
likely to result in a material adverse change in or affecting, the
condition (financial, operational, legal, or otherwise) or the
earnings, management, results of operations, business affairs,
solvency, credit rating or prospects 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 the Placing and Open
Offer Agreement
|
|
"New Ordinary Shares"
|
the
Placing Shares, the Subscription Shares and the Open Offer
Shares
|
|
"Open Offer"
|
the
invitation to Qualifying Shareholders to subscribe for the Open
Offer Shares at the Issue Price on the terms and subject to the
conditions set out in the Circular and, in the case of Qualifying
Non-CREST Shareholders only, the Application Form
|
|
"Open Offer Entitlement(s)"
|
the
pro rata entitlement of
Qualifying Shareholders to subscribe for Open Offer Shares, on and
subject to the terms of the Open Offer (and, for the avoidance of
doubt, references to "Open Offer
Entitlements" include Basic Entitlements and Excess Open
Offer Entitlements)
|
|
"Open Offer Shares"
|
up to
13,714,641 new Ordinary Shares for which Qualifying Shareholders
are being invited to apply, to be issued pursuant to the terms of
the Open Offer
|
|
"Ordinary Shares"
|
the
ordinary shares of 10 pence each in the capital of the Company
and "Ordinary Share" shall be construed
accordingly
|
|
"Overseas Shareholders"
|
Shareholders with a registered address in or who are located
or resident in the United States or who have a registered address
in or who are located and/or resident in or are a citizen of a
Restricted Jurisdiction
|
|
"Participant ID"
|
the
identification code or membership number used in CREST to identify
a particular CREST Member or other CREST Participant
|
|
"Placees"
|
persons to
be procured by the Joint Bookrunners to subscribe for Placing
Shares pursuant to the Placing and Open Offer Agreement
|
|
"Placing"
|
the
placing of the Placing Shares by the Joint Bookrunners pursuant to
the Placing and Open Offer Agreement
|
|
"Placing and Open Offer
Agreement"
|
the
placing and open offer agreement dated 5 June 2024 entered into
between the Company, Berenberg and Beech Hill relating to the
Fundraising
|
|
"Placing Shares"
|
the new
Ordinary Shares proposed to be issued by the Company pursuant to
the Placing
|
|
"Pricing Announcement"
|
the
announcement in the agreed form giving details of the Issue Price
and the number of Placing Shares and Subscription Shares
|
|
"QIB"
|
a
"qualified institutional buyer" as defined in Rule 144A of the
Securities Act
|
|
"Qualifying CREST
Shareholders"
|
Qualifying
Shareholders holding Ordinary Shares in uncertificated form in
CREST at the Record Date
|
|
"Qualifying Non-CREST
Shareholders"
|
Qualifying
Shareholders holding Ordinary Shares in certificated form at the
Record Date
|
|
"Qualifying Shareholders"
|
holders of
Existing Ordinary Shares on the register of members of the Company
at the Record Date and who are eligible to be offered Open Offer
Shares under the Open Offer in accordance with the terms and
conditions set out in the Circular
|
|
"Record Date"
|
6.00 p.m.
on 4 June 2024
|
|
"Registrars" or "Receiving
Agent"
|
Link
Group, Central Square, 29 Wellington Street, Leeds LS1
4DL
|
|
"Regulation S"
|
Regulation
S promulgated under the Securities Act
|
|
"Regulatory Information
Service"
|
a
Regulatory Information Service within the meaning given in the AIM
Rules
|
|
"Restricted Jurisdiction"
|
each and
any of Australia, Canada, Japan and the Republic of South
Africa
|
|
"Second Admission"
|
admission
of the Open Offer Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules which is expected to take
place at 8.00 a.m. on 24 June 2024
|
|
"Securities Act"
|
the US
Securities Act of 1933, as amended
|
|
"Settlement Bank"
|
Berenberg
|
|
"Shareholders"
|
holders of
Ordinary Shares
|
|
"Specified Event"
|
an event
occurring or matter arising on or after the date of the Placing and
Open Offer Agreement and before First Admission or Second Admission
(as relevant) which, if it had occurred or arisen at the time the
Warranties were given on the date of the Placing and Open Offer
Agreement would have rendered any of the Warranties untrue,
inaccurate or misleading
|
|
"Subscribers"
|
certain
existing Shareholders
|
|
"Subscription and Transfer
Agreements"
|
(i) the
subscription and transfer agreements dated 5 June 2024 between the Company, JerseyCo and
the JerseyCo Subscriber in respect of the JerseyCo Shares and (ii)
the put and call option agreement dated 5 June 2024 between the JerseyCo Subscriber, the Company and
JerseyCo in respect of the JerseyCo Subscriber
Shares
|
|
"Subscriptions"
|
the
proposed subscriptions for the Subscription Shares by Subscribers
at the Issue Price pursuant to the Subscription Letters
|
|
"Subscription Letters"
|
the letter
agreements dated 4 June 2024 between the Company and each of the
Subscribers relating to the Subscription Shares
|
|
"Subscription Shares"
|
the
25,000,002 new Ordinary Shares to be issued pursuant to the
Subscriptions
|
|
"subsidiaries" and "subsidiary
undertakings"
|
have the
meaning set out in section 1162 of the Act
|
|
"UK" or "United Kingdom"
|
the United
Kingdom of Great Britain and Northern Ireland
|
|
"US Investor Representation
Letter"
|
an
investor representation letter to be executed by invited Placees
that are QIBs
|
|
"Terms of Placing"
|
the terms
of placing to be executed by the Company and the Joint Bookrunners
at the time of pricing of the Placing substantially in the form set
out in the Placing and Open Offer Agreement
|
|
"U.S."
|
the United
States of America, its territories and possessions, any state of
the United States and the District of Columbia
|
|
"Warranties"
|
the
representations and warranties given pursuant to, and contained in,
the Placing and Open Offer Agreement
|
|
"£" and "p"
|
pounds and
pence sterling, respectively, the lawful currency of the United
Kingdom
|
APPENDIX 4
TERMS AND CONDITIONS OF THE
PLACING
IMPORTANT INFORMATION ON THE
PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING
THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE
"ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION
(EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C)
PERSONS TO WHOM THEY 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. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN ANGLE PLC (THE "COMPANY").
EACH PLACEE SHOULD CONSULT WITH ITS
OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED
ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
The New Ordinary Shares have not
been and will not be registered under the US Securities Act of
1933, as amended (the "Securities
Act") and may not be offered or sold in or into the United
States except pursuant to an exemption from the registration
requirements of the Securities Act. Accordingly, the New Ordinary
Shares will be offered and sold only (i) outside of the United
States in "offshore transactions" (as such term is defined in
Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation
S and otherwise in accordance with applicable laws; and (ii) in the
case of the Placing Shares only, in the United States to persons
that are "qualified institutional buyers" (as defined in Rule 144A
under the Securities Act) ("QIB") and that have executed and
delivered to the Company and the Joint Bookrunners a US Investor
Representation Letter substantially in the form provided to it, in
each case, pursuant to an exemption from registration under the
Securities Act. No public offering of the New Ordinary Shares will
be made in the United States or elsewhere.
This Announcement, and the
information contained herein, is not for release, publication or
distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or South Africa or any
jurisdiction in which such release, publication or distribution is
unlawful (each a "Restricted
Jurisdiction"). The distribution of this Announcement, the
Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or by Joh. Berenberg, Gossler & Co. KG, London
Branch ("Berenberg" or the
"Global Co-ordinator") and
Beech Hill Securities, Inc. ("Beech Hill" and together with
Berenberg, the "Joint
Bookrunners") or any of
their respective Affiliates or any of its or their respective
agents, directors, officers or employees (collectively
"Representatives") which
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, any such restrictions.
This Announcement does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or acquire securities referred to
herein in any Restricted Jurisdiction or any jurisdiction where
such offer or solicitation is unlawful.
All offers of the Placing Shares
will be made pursuant to an exemption under the EU Prospectus
Regulation or the UK Prospectus Regulation, as applicable, from the
requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person.
Subject to certain exceptions, the
securities referred to in this Announcement may not be offered or
sold in any Restricted Jurisdiction or to, or for the account or
benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a
Restricted Jurisdiction .
None of the Company, the Joint
Bookrunners or any of their respective Affiliates or its or their
respective Representatives makes any representation or warranty,
express or implied to any Placees regarding any investment in the
securities referred to in this Announcement under the laws
applicable to such Placees.
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 any Joint Bookrunner or any of its Affiliates
or its or their respective Representatives as to or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any party or its advisers, and any liability therefore is
expressly disclaimed.
The Joint Bookrunners are acting
exclusively for the Company and no-one else in connection with the
Placing and are not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
Persons who are invited to and who
choose to participate in the Placing (and any person acting on such
person's behalf) by making an oral or written offer to acquire
Placing Shares, including any individuals, funds or others on whose
behalf a commitment to acquire Placing Shares is given (the
"Placees") will be deemed
(i) to have read and understood this Announcement, including this
Appendix, in its entirety; (ii) to be participating and making such
offer on the terms and conditions contained in this Appendix; and
(iii) to be providing (and shall only be permitted to participate
in the Placing on the basis that they have provided) the
representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this
Appendix.
In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges
that:
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;
if it is in
a member state of the EEA, it is a Qualified Investor;
if it is in
the United Kingdom, it is a UK Qualified Investor;
it is
acquiring Placing Shares for its own account or is acquiring
Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in this
Announcement;
if it is a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable), (i) the 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 a member state of the EEA other than Qualified
Investors, or persons in the United Kingdom other than UK Qualified
Investors or in circumstances in which the prior consent of
the Joint Bookrunners has been given to each proposed offer or resale;
or (ii) where the Placing Shares have been acquired by it on behalf
of persons in a member state of the EEA other than Qualified
Investors, or in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable) as having been made to such persons; and
the Company
and the Joint Bookrunners will rely upon the truth and accuracy of, and
compliance with, the foregoing representations, undertakings,
warranties, agreements and acknowledgements. Each Placee hereby
agrees with the Joint Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued. A Placee shall, without limitation, become
so bound if any Joint Bookrunner confirms to such Placee its allocation of Placing
Shares.
IMPORTANT INFORMATION FOR PLACEES
ONLY REGARDING THE PLACING
Bookbuilding Process
Following this Announcement, the
Joint Bookrunners will today commence the bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuilding Process"). No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Joint Bookrunners and the
Company shall be entitled to effect the Placing by such alternative
method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Details of the Placing and Open
Offer Agreement and of the Placing Shares
Berenberg is acting as global
coordinator and Berenberg and Beech Hill are acting as joint
bookrunners in connection with the Placing. Berenberg is acting as
the Settlement Bank. The Joint Bookrunners are not acting for the
Company with respect to the Open Offer or the
Subscription.
The Joint Bookrunners have today
entered into an agreement with the Company (the "Placing Agreement") under which,
subject to the conditions set out therein, each Joint Bookrunner
has agreed, as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares in
such number to be determined following completion of the
Bookbuilding Process and as set out in the Placing Agreement. The
final number of Placing Shares will be determined by the Company
and the Global Co-ordinator at the close of the Bookbuilding
Process and will be set out in the executed Terms of Placing. The
timing of the closing of the book and allocations will be agreed
between the Global Co-ordinator and the Company (to the extent
permitted by applicable law and subject to the agreed principles of
allocation). Details of the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuilding Process.
Subject to the execution of the
Terms of Placing, each Joint Bookrunner has severally (and not
jointly nor jointly and severally) agreed with the Company, to the
extent that Placees fail to take up Placing Shares which they have
agreed to acquire, to take up such Placing Shares itself at the
Issue Price on the Closing Date in its agreed
proportion.
The New Ordinary Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the Closing Date. The
New Ordinary Shares will be issued free of any encumbrances, liens
or other security interests.
The Placing will be effected by way
of a placing of new Ordinary Shares in the Company for non-cash
consideration. The JerseyCo Subscriber will subscribe for ordinary
shares and redeemable preference shares in JerseyCo, a Jersey
incorporated wholly owned subsidiary of the Company, for an amount
approximately equal to the net proceeds of the Placing. The Company
will allot and issue the Placing Shares on a non-pre-emptive basis
to Placees in consideration for the transfer of the ordinary shares
and redeemable preference shares in JerseyCo that will be issued to
the JerseyCo Subscriber.
Applications for admission to
trading
Application will be made to London
Stock Exchange plc (the "London
Stock Exchange") for admission of the Placing Shares and
Subscription Shares to trading on AIM ("First Admission"). It is expected that
First Admission will become effective at 8.00 a.m. (London time) on
11 June 2024 or such later time and date (being not later than 8.00
a.m. (London time) on 25 June 2024) as the Global Co-ordinator and
the Company may agree.
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 agents of the Company.
2.
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by a Joint
Bookrunner. Each Joint Bookrunner and its Affiliates are entitled to enter bids in
the Bookbuilding Process as principal.
3. The
Bookbuilding Process, if successful, will establish the
aggregate proceeds to be raised through the Placing as agreed
between the Global Co-ordinator and the Company. The number of
Placing Shares will be announced on a Regulatory Information
Service following the completion of the Bookbuilding Process (the
"Pricing
Announcement").
4. To bid in
the Bookbuilding Process, prospective Placees should communicate
their bid by telephone or in writing to their usual sales contact
at one of the Joint Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire at the Issue
Price. Bids may be scaled down by the Global Coordinators on the
basis referred to in paragraph 8 below.
5. A bid in
the Bookbuilding Process will be made on the terms and subject to
the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent
of the relevant Joint Bookrunner, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee's obligations
will be owed to the Company and each Joint Bookrunner. Each Placee will
also have an immediate, separate, irrevocable and binding
obligation, owed to each Joint
Bookrunner, to pay to the Joint Bookrunners (or as the
Joint Bookrunners may
direct) as agents for the Company in cleared funds an amount equal
to the product of the Issue Price and the number of Placing Shares
that such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee.
6. The
Bookbuilding Process is expected to close no later than 5.00 p.m.
(London time) on 5 June 2024, but may be closed earlier or later at
the discretion of the Global Co-ordinator. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the
Bookbuilding Process has closed.
7. Each
Placee's allocation will be agreed between the Global Co-ordinator
and the Company (to the extent permitted by applicable law and
subject to the agreed principles of allocation) and will be
confirmed to Placees orally or in writing by the relevant
Joint Bookrunner following
the close of the Bookbuilding Process and a trade confirmation will
be dispatched as soon as possible thereafter. That oral or written
confirmation (at the Joint
Bookrunner's discretion) to such Placee will
constitute 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, under which such Placee agrees to
acquire the number of Placing Shares allocated to it and to pay the
Issue Price for each such Placing Share on the terms and conditions
set out in this Appendix and in accordance with the Company's
constitutional documents.
8. The
Global Co-ordinator will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares. Subject to paragraphs 4 and 5 above, the Global
Co-ordinator may choose to accept bids, either in whole or in part,
on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis
as they may determine. The Global Co-ordinator may, notwithstanding
paragraphs 4 and 5 above, and subject to the prior consent of the
Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuilding Process has closed
to any person submitting a bid after that time. The acceptance of
bids shall be at the absolute discretion of the Global
Co-ordinator. The Company reserves the right (upon agreement with
the Global Co-ordinator) to reduce or seek to increase the amount
to be raised pursuant to the Placing.
9. The
allocation of Placing Shares to Placees located in the United
States shall be conditional on the delivery by each Placee of a US
Investor Representation Letter substantially in the form provided
to it.
10. Except as required by law
or regulation, no press release or other announcement will be made
by any Joint Bookrunner or the Company using the name of any Placee (or its
agent), in its capacity as Placee (or agent), other than with such
Placee's prior written consent.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
All
obligations under the Bookbuilding Process and Placing will be
subject to fulfilment or (where applicable) waiver 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 "Termination of the Placing Agreement".
By
participating in the Bookbuilding Process, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Joint
Bookrunner.
To the
fullest extent permissible by law, no Joint Bookrunner nor any of its
Affiliates nor any of its or their respective Representatives shall
have any responsibility or liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, none of the Company, the Joint Bookrunners nor any of their
respective Affiliates nor any of their respective Representatives
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 Bookbuilding Process or of such
alternative method of effecting the Placing as the
Joint Bookrunners and
their respective Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the
Placing and Open Offer Agreement becoming unconditional and not
having been terminated in accordance with its terms. The
obligations of the Joint Bookrunners under the Placing and Open
Offer Agreement are conditional on certain conditions including,
amongst other things:
(a) the Terms of Placing having been executed and
delivered by the Company and the Joint Bookrunners by no later than
7.00 a.m. (London time) on the Business Day immediately following
the date of this Announcement (or such later time and date as the
Company and the Global Co-ordinator may agree in
writing);
(b) the publication by the Company of the Pricing
Announcement through a Regulatory Information Service as soon as
reasonably practicable following the execution of the Terms of
Placing;
(c) neither the Company nor JerseyCo being in
breach of any of their respective obligations and undertakings
under the Placing Agreement or the Subscription and Transfer
Agreements which fall to be performed or satisfied prior to First
Admission;
(d) each of the Warranties being true, accurate
and not misleading: (i) as at the date of the Placing Agreement;
(ii) as at the time of the execution of the Terms of Placing; and
(iii) as at and on First Admission, in each case, as though they
had been given and made at such times and on such dates by
reference to the facts and circumstances from time to time
subsisting;
(e) in the opinion of the Global Co-ordinator
(acting in good faith), no Specified Event having
occurred;
(f) no matter having arisen in respect of
which indemnification or contribution may be sought from the
Company by any indemnified person under the Placing and Open Offer
Agreement;
(g) in the opinion of the Global Co-ordinator
(acting good faith), there not having been any Material Adverse
Change at any time prior to First Admission (whether or not
foreseeable at the date of the Placing and Open Offer
Agreement);
(h) certain documents referred to in the Placing
and Open Offer Agreement having been delivered in accordance with
and at the times specified in accordance with the Placing and Open
Offer Agreement;
(i) the Company having allotted, subject
only to First Admission, the Placing Shares and Subscription Shares
in accordance with the Placing and Open Offer Agreement;
(j) (i) each Subscription Letter remaining
in full force and effect, not having lapsed or been terminated or
amended in accordance with its terms prior to First Admission; (ii)
no condition to which any Subscription Letter is subject having
become incapable of satisfaction and not having been waived prior
to First Admission; and (iii) no event having arisen prior to First
Admission which gives a party thereto a right to terminate any
Subscription Letter, save, in each case, in circumstances where the
parties agree in the Terms of Placing that no Subscription Shares
will be issued;
(k) (i) each of the Subscription and Transfer
Agreements remaining in full force and effect, not having lapsed or
been terminated or amended in accordance with its terms prior to
First Admission; (ii) no condition to which the either agreement is
subject having become incapable of satisfaction and not having been
waived prior to First Admission (save for the condition in each
agreement relating to First Admission); and (iii) no event having
arisen prior to First Admission which gives a party thereto a right
to terminate either agreement;
(l) First Admission occurring no later than
8.00am on the Closing Date (or such later time and/or date as the
Global Co-ordinator and the Company may agree in writing, being not
later than 8.00 a.m. on 25 June 2024),
(all conditions to the obligations
of the Joint Bookrunners included in the Placing and Open Offer Agreement
being together, the "Conditions").
If: (i) any of the Conditions are
not fulfilled or, where permitted, waived or extended by the Global
Co-ordinator in accordance with the Placing and Open Offer
Agreement; or (ii) the Placing and Open Offer 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 or on behalf of the
Placee (or any person on whose behalf the Placing is acting) in
respect thereof.
No Joint Bookrunner nor any of its
Affiliates or its or their respective Representatives shall have
any liability or responsibility to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it or another person may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any Condition nor for any decision it 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
Global Co-ordinator. Placees will have no rights against the Joint
Bookrunners, the Company or any of their respective Affiliates
under the Placing and Open Offer Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999, as amended or
otherwise.
By participating in the Bookbuilding
Process, each Placee agrees that its rights and obligations
hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be
capable of rescission or termination by the Placee.
Termination of the Placing
Agreement
The Global Co-ordinator may, after
consultation with the Company to the extent reasonably practicable,
in its absolute discretion, terminate the Placing and Open Offer
Agreement in accordance with its terms in certain circumstances,
including, amongst other things if at any time prior to First
Admission:
(a) any statement in any document or announcement
issued or published by or on behalf of the Company in connection
with the Placing or Open Offer is or has become untrue or
inaccurate in any material respect or misleading in any respect, or
any matter has arisen which would, if such document or announcement
had been issued at that time, constitute a material inaccuracy or
omission from such document or announcement;
(b) there has been a breach by the Company any of
its obligations under the Placing Agreement or the Subscription and
Transfer Agreements save for any breach which is, in the opinion of
the Global Co-ordinator (acting in good faith), not
material;
(c) there has been a breach by the Company of any
of Warranties or any of such Warranties is not, or has ceased to
be, true, accurate and not misleading;
(d) in the opinion of the Global Co-ordinator
(acting in good faith) a Specified Event has occurred;
(e) there has been a breach by JerseyCo of any of
its obligations under the Subscription and Transfer Agreements save
for any breach which is, in the opinion of the Global Co-ordinator
(acting in good faith), not material;
(f) there has been a breach of any provision
of any Subscription Letter, the Circular or the Application Form or
a waiver of any condition thereto, in each case, by the Company
save for any breach which is, in the opinion of the Global
Co-ordinator (acting in good faith), not material;
(g) in the opinion of the Global Co-ordinator
(acting in good faith), there has been a Material Adverse
Change;
(h) there has occurred, or in the opinion of the
Global Co-ordinator (acting in good faith) it is reasonably likely
that there will occur:
(1) any material adverse
change in the financial markets in the United Kingdom, any member
state of the EEA, the United States or the international financial
markets, any outbreak or escalation of hostilities or war, act of
terrorism, declaration of emergency or martial law or other
calamity or crisis or event or any change or development involving
a prospective change in national or international political,
financial, economic, monetary or market conditions or currency
exchange rates or controls;
(2) a suspension of, or
occurrence of material limitations to, trading in any securities of
the Company by the London Stock Exchange or any other exchange or
over-the-counter market, or of trading generally on the London
Stock Exchange, the New York Stock Exchange, the NASDAQ National
Market or any over-the-counter market, or minimum or maximum prices
for trading having been fixed, or maximum ranges for prices of
securities having been required, by any of such exchanges or by
such system or by order of the FCA, the London Stock Exchange, the
SEC, the Financial Industry Regulatory Authority, Inc. or any other
Agency, or a material disruption in commercial banking or
securities settlement or clearance services in the United Kingdom,
any member state of the EEA or the United States;
(3) a declaration of a
banking moratorium by the United Kingdom, any member state of the
EEA, the United States or New York authorities; or
(4) any actual or
prospective adverse change or development in United Kingdom, United
States or Jersey taxation materially affecting any Group company,
the New Ordinary Shares or the JerseyCo Subscriber Shares, or the
transfer thereof,
where the effect, in each case, is
such that (either singly or together with any other event referred
to in this paragraph (h)), in the opinion of the Global
Co-ordinator (acting in good faith), it is inadvisable or
impracticable to market the New Ordinary Shares or to enforce
contracts for the sale of the New Ordinary Shares; or
(i) the Company's application for First
Admission is withdrawn or refused by the London Stock Exchange or,
in the opinion of the Global Co-ordinator (acting in good faith),
will not be granted.
If the Placing and Open Offer
Agreement is terminated in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as
described in this Announcement shall cease and terminate at such
time and no claim may be made by any Placee in respect
thereof.
By participating in the Placing,
each Placee agrees with the Company and the Joint Bookrunners that
the exercise or non-exercise by the Global Co-ordinator of any
right of termination or other right or other discretion under the
Placing and Open Offer Agreement shall be within the absolute
discretion of the Global Co-ordinator or for agreement between the
Company and the Global Co-ordinator (as the case may be) and that
neither the Company nor the Global Co-ordinator need make any
reference to, or consult with, Placees and that none of the
Company, the Joint Bookrunners nor any of their respective
Affiliates or its or their respective Representatives shall have
any liability to Placees whatsoever in connection with any such
exercise or failure to so exercise or otherwise.
No prospectus
No prospectus, offering memorandum,
offering document or admission document has been or will be
prepared or submitted to be approved by the FCA or the London Stock
Exchange (or any other authority) in relation to the Placing or
First Admission and no such prospectus is required (in accordance
with the UK Prospectus Regulation or otherwise) to be published in
the United Kingdom or any equivalent jurisdiction.
Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and any Exchange Information (as defined below) and
subject to the further terms set forth in the electronic trade
confirmation to be provided to individual prospective
Placees.
Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement and the publicly available information previously and
simultaneously released by or on behalf of the Company is
exclusively the responsibility of the Company and has not been
independently verified by the Joint Bookrunners. Each Placee, by
accepting a participation in the Placing, further confirms to the
Company and each Joint Bookrunner that it has neither received nor
relied on any other information, representation, warranty or
statement made by or on behalf of the Company (other than publicly
available information) or any Joint Bookrunner or its Affiliates or
any other person and none of the Company, the Joint Bookrunners nor
any of their respective Affiliates or its or their respective
Representatives 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 (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, 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 or limit the
liability of any person for fraudulent misrepresentation by that
person.
Lock-up
The Company has undertaken to the
Joint Bookrunners that, between the date of the Placing and Open
Offer Agreement and the date which is 120 calendar days after
Second Admission, it will not, without the prior written consent of
the Global Co-ordinator, enter into certain transactions involving
or relating to the Ordinary Shares, subject to certain customary
carve-outs agreed between the Global Co-ordinator and the
Company.
By participating in the Placing,
Placees agree that the exercise by the Global Co-ordinator of any
power to grant consent to waive the aforementioned undertaking by
the Company shall be within the absolute discretion of the Global
Co-ordinator and that they need not make any reference to, or
consult with, Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and
settlement
Settlement of transactions in the
Placing Shares (ISIN: GB0034330679) following First Admission will
take place within the CREST system, subject to certain exceptions.
The Company and the Joint Bookrunners reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by
such other means that they deem necessary, including in
certificated form, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
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 that it has in place with the relevant
Joint Bookrunner or as otherwise as such Joint Bookrunner may
direct.
The Company will deliver the Placing
Shares to a CREST account operated by the Settlement Bank as agent
for and on behalf of the Company and the Settlement Bank will enter
its delivery (DEL) instruction into the CREST system. The
Settlement Bank will hold any Placing Shares delivered to this
account as nominee for the Placees. 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 11 June 2024 on a T+2 basis and on a delivery versus payment
basis in accordance with the instructions given to the Joint
Bookrunners.
Interest is chargeable daily on
payments not received from Placees on the due date in accordance
with the arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of two percentage points above
LIBOR as determined by the Joint Bookrunners.
Each Placee agrees that, if it does
not comply with these obligations, the relevant Placee shall be
deemed hereby to have irrevocably and unconditionally appointed the
Joint Bookrunners, or any nominee of any Joint Bookrunner as its
agent to use its reasonable endeavours to sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds an amount equal to the aggregate amount
owed by the Placee plus any interest due thereon. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and shall be required to bear any stamp
duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty
or tax (together with any interest, fines or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
each Joint Bookrunner all such authorities and powers necessary to
carry out any such transaction and agrees to ratify and confirm all
actions which each Joint Bookrunner lawfully takes on such Placee's
behalf. Each Placee agrees that each Joint Bookrunners' rights and
benefits under this paragraph may be assigned in that Joint
Bookrunner's discretion.
If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure
that, upon receipt, the electronic 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 UK
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), no Joint Bookrunner nor the
Company shall be responsible for the payment thereof.
Representations and
warranties
By participating in the Placing,
each Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (before itself and for any person on behalf of
which it is acting) with each Joint Bookrunner (in their capacity
as joint bookrunner and as placing agent of the Company in respect
of the Placing) and the Company, in each case as a fundamental term
of its application for Placing Shares, that:
1. it has read and understood this
Announcement, including this Appendix, in its entirety and that its
participation in the Bookbuilding Process and the Placing and its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with First
Admission, the Bookbuilding Process, the Placing, the Company, the
Placing Shares or otherwise;
2. no
offering document, prospectus, offering memorandum or admission
document has been or will be prepared in connection with the
Placing or is required under the EU Prospectus Regulation or the UK
Prospectus Regulation and it has not received and will not receive
a prospectus, offering memorandum, admission document or other
offering document in connection with the Bookbuilding Process, the
Placing, First Admission or the Placing Shares;
3. (i) it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on this Announcement (including this
Appendix) and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Ordinary Shares are
admitted to trading on AIM and that the Company is therefore
required to publish certain business and financial information in
accordance with the UK Market Abuse Regulation and rules and
regulations of the London Stock Exchange (including the AIM Rules)
(collectively and together with the information referred to in (i)
above, the "Exchange Information") which includes a description of
the Company's business and the Company's most recent balance sheet
and profit and loss account, and similar statements for preceding
financial years, and that it has reviewed such Exchange Information
and that it is able to obtain or access such information, or
comparable information concerning any other publicly traded
company, in each case without undue difficulty; and (iii) it has
had access to such financial and other information concerning the
Company, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire
any of the Placing Shares and has satisfied itself that the
information is still current and has relied on that investigation
for the purposes of its decision to participate in the
Placing;
4. none of
the Company nor any of the Joint Bookrunners nor any of their
respective Affiliates or its or their respective Representatives
nor any person acting on behalf of any of them has provided, and
none of them will provide, it with any material or information
regarding the Placing Shares, the Bookbuilding Process, the Placing
or the Company or any other person other than this Announcement,
nor has it requested the Company, any Joint Bookrunner, any of
their respective Affiliates or its or their respective
Representatives or any person acting on behalf of any of them to
provide it with any such material or information;
5. unless
otherwise specifically agreed with the Joint Bookrunners, it and
any person on behalf of which it is participating is not, and at
the time the Placing Shares are acquired, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a
Restricted Jurisdiction or any other jurisdiction in which it is
unlawful to make or accept an offer to acquire the Placing
Shares;
6. the
content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that no Joint
Bookrunner nor any of its Affiliates or its or their respective
Representatives nor any person acting on behalf of any of them have
made any representations to it, express or implied, with respect to
the Company, the Bookbuilding Process, the Placing and the Placing
Shares or the truth, accuracy, completeness or adequacy of this
Announcement or the Exchange Information, nor has or shall have any
responsibility or liability for any information, representation or
statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the
Company, including, without limitation, any Exchange Information,
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement or any information previously or
simultaneously published by or on behalf of the Company or
otherwise. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
7. the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, that it has received and reviewed all information that
it believes is necessary or appropriate to make an investment
decision in respect of the Placing Shares, and that it has neither
received nor relied on any other information given or
investigations, representations, warranties or statements made by
the Company, any Joint Bookrunner or any of their respective
Affiliates or its or their respective Representatives or any person
acting on behalf of any of them and neither the Company, any Joint
Bookrunner nor any of their respective Affiliates or its or their
respective Representatives 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;
8. it has
relied on its own investigation, examination and due diligence of
the business, financial or other position of the Company in
deciding to participate in the Placing;
9. it has
not relied on any information relating to the Company contained in
any research reports prepared by any Joint Bookrunner, any of its
Affiliates or any person acting on its or their behalf and
understands that (i) no Joint Bookrunner nor any of its Affiliates
nor any person acting on its or their behalf has or shall have any
responsibility or liability for (x) public information or any
representation; or (y) 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
(ii) no Joint Bookrunner nor any of its Affiliates nor any person
acting on its or 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;
10. (i) 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 liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services); (ii) it is
not participating in the Placing as nominee or agent for any person
to whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability; and (iii) 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;
11. that no action has been or
will be taken by the Company, any Joint Bookrunner or any person
acting on behalf of the Company or any Joint Bookrunner that would,
or is intended to, permit a public offer of the Placing Shares in
the United States or in any country or jurisdiction where any such
action for that purpose is required;
12. (i) 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;
(ii) it has paid or will pay any issue, transfer or other taxes due
in connection with its participation in any territory; (iii) 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; (iv) it has not taken any action or omitted to take
any action which will or may result in the Company, any Joint
Bookrunner or any of their respective Affiliates or its or their
respective Representatives acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing; and (v) the acquisition of the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
13. it (and any person acting
on its behalf) has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
14. it has complied with its
obligations under the Criminal Justice Act 1993, the UK Market
Abuse Regulation, any delegating acts, implementing acts, technical
standards and guidelines, and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017
and the Money Laundering Sourcebook of the FCA and any related or
similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (together the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations. If within a reasonable time
after a request for verification of identity, the relevant Joint
Bookrunner has not received such satisfactory evidence, such Joint
Bookrunner may, in its absolute discretion, terminate the Placee's
Placing participation in which event all funds delivered by the
Placee to such Joint Bookrunner will be returned without interest
to the account of the drawee bank or CREST account from which they
were originally debited;
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, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable
to each Joint Bookrunner and the Company 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). Each Placee
agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom
it is acting;
16. it is a Relevant Person
and undertakes that it will (as principal or agent) acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
17. it understands that 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, and further understands that this
Announcement must not be acted on or relied on by persons who are
not Relevant Persons;
18. if it is in a member state
of the EEA, it is a Qualified Investor;
19. if it is in the United
Kingdom, it is a UK Qualified Investor;
20. in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable), (i) the 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 a member state
of the EEA other than Qualified Investors, or persons in the United
Kingdom other than UK Qualified Investors or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
each such proposed offer or resale; or (ii) where the Placing
Shares have been acquired by it on behalf of persons in any member
state of the EEA other than Qualified Investors, or in the United
Kingdom other than UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) as
having been made to such persons;
21. it and the prospective
beneficial owner of the Placing Shares is, and at the time the
Placing Shares are acquired will be either: (i) located outside the
United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S under the Securities Act or (ii) a QIB;
22. the Placing Shares have
not been offered to it by means of any "directed selling efforts"
as defined in Regulation S;
23. it is acquiring the
Placing Shares for investment purposes and is not acquiring the
Placing Shares with a view to, or for offer and sale in connection
with, any distribution thereof (within the meaning of the
Securities Act);
24. it will not distribute,
forward, transfer or otherwise transmit this Announcement or any
part of it, or any other presentation or other materials concerning
the Placing (including electronic copies thereof), in or into the
United States or any Restricted Jurisdiction to any person and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
25. where it is acquiring the
Placing Shares for one or more managed accounts, it is authorised
in writing by each managed account to acquire the Placing Shares
for each managed account and it has full power to make, and does
make, the acknowledgements, representations and agreements herein
on behalf of each such account;
26. if it is a pension fund or
investment company, its acquisition of Placing Shares is in full
compliance with applicable laws and regulations;
27. it has not offered or sold
and, prior to the expiry of a period of six months from Admission,
will not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its 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;
28. any offer of Placing
Shares may only be directed at persons in member states of the EEA
who are Qualified Investors and that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
29. 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;
30. it has complied and will
comply with all applicable laws (including, in the United Kingdom,
all relevant provisions of the FSMA and the Financial Services Act
2012) with respect to anything done by it in relation to the
Placing Shares;
31. if it has received any
"inside information" as defined in the UK Market Abuse Regulation
about the Company in advance of the Placing, it has not: (i) dealt
in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the
UK Market Abuse Regulation, prior to the information being made
publicly available;
32. (i) it (and any person
acting on its behalf) has the funds available to pay for the
Placing Shares it has agreed to acquire and it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein against delivery of such Placing
Shares to it, failing which the relevant Placing Shares may be
placed with other persons or sold as any Joint Bookrunner (or its
assignee) may in its discretion determine and without liability to
such Placee. It will, however, 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, fines 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;
33. its allocation (if any) of
Placing Shares will represent a maximum number of Placing Shares to
which it will be entitled, and required, to acquire, and that the
Joint Bookrunners or the Company may call upon it to acquire a
lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
34. no Joint Bookrunner nor
any of its Affiliates or its or their respective Representatives
nor any person acting on behalf of any of them, is making any
recommendations to it or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and participation in the Placing is on the basis that it is
not and will not be a client of any Joint Bookrunner and no Joint
Bookrunner has any duties or responsibilities 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 and Open Offer Agreement nor for the exercise or
performance of any of any Joint Bookrunner's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
35. the exercise by any Joint
Bookrunner of any right or discretion under the Placing and Open
Offer Agreement shall be within the absolute discretion of the
Joint Bookrunners and the relevant Joint Bookrunner or the Joint
Bookrunners (acting jointly) (as the case may be) need not have any
reference to any Placee and shall have no liability to any Placee
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against the Joint Bookrunners, the Company or any of their
respective Affiliates under the Placing and Open Offer Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise;
36. 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. No Joint
Bookrunner, the Company nor any of their respective Affiliates will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest, fines or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify the Company, each Joint Bookrunner
and their respective Affiliates and its and their respective
Representatives in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of the Settlement Bank who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
37. these terms and conditions
and any agreements entered into by it pursuant to these terms and
conditions (including 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 English
courts as regards 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 any Joint
Bookrunner or the Company 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;
38. each of the Company, the
Joint Bookrunners and their respective Affiliates, its and their
respective Representatives and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each Joint Bookrunner on its own behalf and on behalf of
the Company and are irrevocable and it irrevocably authorises each
Joint Bookrunner and the Company 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;
39. it will indemnify on an
after-tax-basis and hold the Company, each Joint Bookrunner and
their respective Affiliates and its and their respective
Representatives and any person acting on behalf of any of them
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or
indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
40. it irrevocably appoints
any director or authorised signatory of the Joint Bookrunners 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;
41. its commitment to acquire
Placing Shares on the terms set out herein and in any
electric trade confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of
the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the
Placing;
42. in making any decision to
acquire the Placing Shares: (i) it has sufficient knowledge,
sophistication and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates and
is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a
complete loss in connection with, the Placing and has no need for
liquidity with respect to its investment in the Placing Shares;
(iii) it has relied solely on its own investigation, examination,
due diligence and analysis of the Company and its Affiliates taken
as a whole, including the markets in which the Group operates, 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 any Joint Bookrunner; (iv) it has had sufficient time and
access to information to consider and conduct its own investigation
with respect to the offer and purchase of the Placing Shares,
including the legal, regulatory, tax, business, currency and other
economic and financial considerations relevant to such investment
and has so conducted its own investigation to the extent it deems
necessary to enable it to make an informed and intelligent decision
with respect to making an investment in the Placing Shares; (v) it
is aware and understands that an investment in the Placing Share
involves a considerable degree of risk; and (vi) it will not look
to the Company, any Joint Bookrunner, any of its Affiliates or
their respective Representatives or any person acting on behalf of
any of them for all or part of any such loss or losses it or they
may suffer;
43. neither the Company nor
any Joint Bookrunner owes any fiduciary or other duties to it or
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing and Open Offer Agreement
or these terms and conditions;
44. in connection with the
Placing, a Joint Bookrunner and any of its Affiliates acting as an
investor for its own account may take up shares in the Company and
in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to a
Joint Bookrunner or any of its Affiliates acting in such capacity.
In addition, a Joint Bookrunner or any of its Affiliates may enter
into financing arrangements and swaps with investors in connection
with which such Joint Bookrunner or any of its Affiliates may from
time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. No Joint Bookrunner nor any
of its Affiliates intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so; and
45. a communication that the
Placing or the book is "covered" (i.e. indicated demand from
investors in the book equals or exceeds the amount of the
securities being offered) is not any indication or assurance that
the book will remain covered or that the Placing and securities
will be fully distributed by the Joint Bookrunners. Each Joint
Bookrunner reserves the right to take up a portion of the
securities in the Placing as a principal position at any stage at
its sole discretion, among other things, to take account of the
Company's objectives, UK MiFID II requirements and/or its
allocation policies.
The foregoing acknowledgements,
agreements, undertakings, representations, warranties and
confirmations are given for the benefit of each of the Company and
each Joint Bookrunner (for their own benefit and, where relevant,
the benefit of their respective Affiliates and any person acting on
their behalf) and are irrevocable.
Miscellaneous
The agreement to allot and issue
Placing Shares to Placees (or the persons for whom Placees are
contracting as nominee or agent) free of UK stamp duty and UK 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. Neither the
Company nor any Joint Bookrunner will be responsible for any UK
stamp duty or UK stamp duty reserve tax (including any interest,
fines and penalties relating thereto) arising in relation to the
Placing Shares in any other circumstances.
Such agreement is subject to the
representations, warranties and further terms above and also
assumes, and is based on a warranty from each Placee, 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. Neither the Company
nor any Joint Bookrunner are liable to bear any stamp duty or stamp
duty reserve tax or any other similar duties or taxes (including,
without limitation, other stamp, issue, securities, transfer,
registration, capital, or documentary duties or taxes)
("transfer taxes") that
arise (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of
Placing Shares) or (ii) on a sale of Placing Shares, or (iii)
otherwise than under the laws of the United Kingdom. Each Placee to
whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold each Joint Bookrunner and/or the Company and their respective
Affiliates (as the case may be) harmless from any such transfer
taxes, and all interest, fines or penalties in relation to such
transfer taxes. Each Placee should, therefore, take its own advice
as to whether any such transfer tax liability arises.
In this Announcement, "after-tax
basis" means in relation to any payment made to the Company, any
Joint Bookrunner or their respective Affiliates or its or their
respective Representatives pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis
such that the amount so payable shall be increased so as to ensure
that after taking into account any tax chargeable (or which would
be chargeable but for the availability of any relief unrelated to
the loss, damage, cost, charge, expense or liability against which
the indemnity is given on such amount (including on the increased
amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee, and any person acting
on behalf of each Placee, acknowledges and agrees that each Joint
Bookrunner and/or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of
the Placing Shares. Each Placee acknowledges and is aware that each
Joint Bookrunner is receiving a fee in connection with its role in
respect of the Placing as detailed in the Placing
Agreement.
When a Placee or person acting on
behalf of the Placee is dealing with any 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 the relevant Joint Bookrunner's money in accordance
with the client money rules and will be used by the relevant Joint
Bookrunner in the course of its own business; and the Placee will
rank only as a general creditor of that Joint
Bookrunner.
Time is of the essence as regards
each Placee's obligations under this Appendix.
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 any Joint
Bookrunner.
The rights and remedies of each
Joint Bookrunner and the Company under the terms and conditions set
out in this Appendix 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.
Each Placee may be asked to
disclose, in writing or orally to each Joint Bookrunner: (a) if
they are an individual, their nationality; or (b) if they are a
discretionary fund manager, the jurisdiction in which the funds are
managed or owned.
The price of shares and any income
expected from them may go down as well as up and investors may not
get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance and persons needing
advice should consult an independent financial adviser.
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.