TIDMGELN
RNS Number : 9245S
Gelion PLC
09 November 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS
OF THE FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW SHARES OF
GELION PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN
IN THE SECTION ENTITLED "DEFINITIONS" OF THIS ANNOUNCEMENT.
9 November 2023
Gelion plc
("Gelion" or the "Company" or the "Group")
Proposed Acquisition,
Proposed Placing via Accelerated Bookbuild, Subscription and
Retail Offer
and
General Meeting
Gelion (AIM: GELN) the Anglo-Australian battery innovator, has
conditionally agreed to acquire the entire issued share capital of
OXLiD for an aggregate consideration of up to approximately GBP4.2
million. OXLiD is a UK based lithium-sulfur (LiS) battery
technology developer, dedicated to the development and
commercialisation of LiS batteries for electrified transportation
and sustainable energy storage in the electric aviation (drones and
eVTOL) and electric vehicle markets.
In addition, the Company announces a proposed equity Fundraising
of up to approximately GBP4.5 million (before expenses) by way of
the issue of up to 18,601,789 New Shares. The proposed Fundraising
comprises a conditional Placing of up to 7,774,719 Placing Shares,
a conditional Subscription of 8,952,070 Subscription Shares and the
Retail Offer, as detailed below, each at an Issue Price of 24 pence
per New Share.
The Company also intends to offer Retail Shareholders the
opportunity to participate in the Fundraising through the Retail
Offer. In the UK, the Retail Offer is being conducted via the
Bookbuild Platform and in Australia, the Company will liaise
directly with qualifying shareholders. The Retail Offer will raise
a maximum of GBP450,000 (assuming full take up of the Retail Offer)
through the issue of up to 1,875,000 new Ordinary Shares at the
Issue Price. A separate announcement will be made shortly regarding
the Retail Offer and its terms. The Placing and Subscription are
not conditional upon the Retail Offer. For the avoidance of doubt,
the Retail Offer forms no part of the Placing or Subscription.
Cavendish is acting as nominated adviser, sole broker and sole
bookrunner in connection with the Placing. The Placing will be
conducted by way of an accelerated bookbuild, which will be
launched immediately following this Announcement, in accordance
with the terms and conditions set out in the Appendix to this
Announcement.
The Acquisition and Fundraising both require Resolutions to be
passed by the Company's Shareholders.
Highlights of the Acquisition
-- People - The OXLiD team consists of five highly experienced
scientists with significant battery research experience including
doctorate degrees from top UK universities. OXLiD has plans to
expand the team further in the coming months to further accelerate
progress.
-- Technology/IP - Five patent applications, an exclusive
licence and an exclusive option over a further licence.
-- Facilities - Entrenched relationships with blue chip academic
institutions (Oxford, Nottingham, UCL, Southampton) and access to
the UK's LiSTAR and Faraday Institutions supported technological
research network. The Faraday Institution is the UK's premier
research institute aiming to advance battery science and technology
and is running a Lithium Sulfur Technology Accelerator (LiSTAR)
program specifically focused on LiS battery technology.
-- Products - Capability to accelerate development and rate of
testing and production of prototypes for research and commercial
demonstrations utilising established relationships with partners
such as Fraunhofer IWS in Germany.
-- Revenue - OXLiD has undrawn approved grant funding of
approximately GBP0.8 million which will be available to the Company
post-Acquisition as well as a relationship with Sanyo Trading, from
which revenue was generated in FY22, which Gelion wishes to explore
further.
-- UK/EEA LiS - The Acquisition will enable Gelion to establish
a UK research and development hub providing closer proximity to
potential European customers and strategic partners, with improved
access to a wider pool of leading LiS focused universities and
research institutions.
Highlights of the Fundraising
-- Placing and Subscription with new and existing institutional
and other investors to raise gross proceeds of GBP 4.0 million plus
a Retail Offer to raise up to an additional GBP450,000.
-- The Placing is being conducted in two tranches; firstly, a
placing of the EIS/VCT Placing Shares with those investors seeking
to claim EIS relief in relation to their subscriptions and with
VCTs; and a Placing of the General Placing Shares with those
investors who are neither seeking EIS relief nor are VCTs.
-- The Subscription is being conducted in two tranches; a
Subscription for the EIS/VCT Subscription Shares with those
investors seeking to claim EIS relief in relation to their
Subscriptions and, secondly, Subscription of the General
Subscription Shares with those investors who are not seeking EIS
relief.
-- Each of the following Directors, namely Steve Mahon, Thomas
Maschmeyer, Joycelyn Morton, Michael Davie, John Wood and Amit
Gupta have entered into Subscription Agreements to participate in
the Fundraising and to subscribe for, in aggregate, 1,666,665
General Subscription Shares.
-- The Issue Price represents a discount of approximately 3.0
per cent. to the closing mid-market price of an Ordinary Share of
24.75 pence on 8 November 2023 (being the latest practicable
date).
-- The net proceeds of the Fundraising will be used alongside
the Company's existing cash resources, to part fund the
Acquisition, general capex and opex, expansion of the LiS
technology team, the feasibility assessment of a new zinc cathode
and additional working capital.
-- EIS/VCT Admission is expected to take place on or around 28 November 2023.
-- General Admission is expected to take place on or around 29 November 2023.
John Wood, CEO of Gelion, commented:
"The acquisition of OXLiD will significantly accelerate the
development of Gelion's LiS technology. Adrien Amigues and his team
bring experience, progress and IP in many areas but importantly
leap us forward in two very specific areas of our focus, namely
advanced sulfur cathode material formulation and anode protection.
This development will directly support us in our efforts to advance
key partnership objectives and we are thrilled to welcome them into
team Gelion.
"Having a UK footprint also gives us direct reach into the UK
and European markets, directly expanding our available paths to
commercialisation and towards developing value for our
shareholders. This transaction comes at an exciting time for Gelion
as the need to make global transport, energy consumption and
storage more sustainable is more prevalent than ever. LiS
technology, once mastered and commercialised, has the potential to
make a significant contribution with its high energy density,
relative safety, low cost, and the abundance of sulfur. We believe
the expanded Gelion/OXLiD technology portfolio and capabilities
will resonate very strongly with our potential strategic partners
providing excitement about the Group's future as we develop the
technology toward creating and establishing our target product set
and supply chain positioning.
"OXLiD's entrenched relationships with blue chip academic
institutions across the UK evidences the quality of the business
and people behind it, and we are confident that this acquisition
provides strong enhancement of the path to market for Gelion's LiS
technology."
Dr Adrien Amigues , Founder and CEO of OXLiD, said:
"By joining Gelion, we will be capable of developing and
commericalising LiS battery technology for the mass markets at a
faster rate than previously possible. Together, we will develop a
set of products that are more energy dense, cheaper to produce,
made with less resource-intensive raw materials and are safer to
operate than standard Lithium-ion cells."
"We are very excited about joining the Company and look forward
to benefiting from Gelion's expertise and strong IP as the Group
continues to develop at a rapid pace."
Circular and General Meeting
A Circular to Shareholders in respect of the Acquisition and
Fundraising is expected to be posted to shareholders on 10 November
2023 giving notice of a General Meeting of the Company. The General
Meeting will be held on 27 November 2023 at 10:00 a.m. at the
offices of Cavendish at 1 Bartholomew Close, London EC1A 7BL.
Following posting, a copy of the Circular will be available on the
Company's website: www.gelion.com .
In proposing the terms of the Fundraising, the Board understands
the implications of dilution for Shareholders and has given
Shareholders in the UK and qualifying shareholders in Australia who
have not participated in the Placing or Subscription the
opportunity to participate in the Fundraising through the Retail
Offer.
Shareholders should be aware that if the Resolutions are not
approved at the General Meeting, the Acquisition and Fundraising
will not occur, and the net proceeds will not be received by the
Company.
The Directors believe that the Resolutions to be proposed at the
General Meeting are in the best interests of the Company and
Shareholders as a whole and unanimously recommend that Shareholders
vote in favour of the Resolutions. The Directors intend to vote in
favour of all the Resolutions in respect of, in aggregate,
19,298,377 Existing Ordinary Shares, representing approximately
17.8 per cent. of the Company's Existing Ordinary Shares.
Accelerated Bookbuild
The timing for the close of the accelerated bookbuild and
allocation of the Placing Shares shall be at the absolute
discretion of Cavendish, in consultation with the Company. The
final number of Placing Shares to be issued pursuant to the Placing
will be agreed by Cavendish and the Company at the close of the
accelerated bookbuild. The result of the Placing will be announced
as soon as practicable thereafter. The Placing is not underwritten.
The Placing Shares are not subject to clawback and are not part of
the Retail Offer.
Further information on the Fundraising, including the expected
timetable of principal events, is set out below. This announcement
should be read in its entirety.
CONTACTS
Gelion plc via Alma
John Wood, CEO
Amit Gupta, CFO
Thomas Maschmeyer, Founder and Principal Technology
Advisor
Cavendish Capital Markets Limited (Nominated
Adviser, Broker and UK Retail Offer Coordinator) +44 207 220 0500
Corporate Finance
Neil McDonald
Seamus Fricker
Fergus Sullivan
ECM/Sales
Leif Powis
Graham Hall
Barney Hayward
Alma (Financial PR Adviser) +44 20 3405 0205
Justine James gelion@almastrategic.co.uk
Hannah Campbell
Will Ellis Hancock
The following text has been taken from the Circular to be sent
to Shareholders.
LETTER FROM THE CHAIR
Introduction
It was announced on 9 November 2023 that the Company had
conditionally agreed to acquire the entire issued share capital of
OXLiD for an aggregate consideration of up to approximately GBP4.2
million and that it had conditionally raised approximately GBP4.0
million (before expenses) through the Placing and Subscription at a
price of 24 pence per share.
The Board recognises and is grateful for the continued support
received from Shareholders and is pleased to offer Retail
Shareholders the opportunity to participate in the Fundraising
through the Retail Offer. In the UK the Retail Offer is being
conducted via BookBuild Platform and in Australia the Company will
liaise directly with qualifying 'sophisticated investor'
shareholders (the criteria of which are defined in the terms of the
Fundraising later in this announcement). The Retail Offer will
raise a maximum of GBP450,000 (assuming full take up of the Retail
Offer) through the issue of up to 1,875,000 new Ordinary Shares at
the Issue Price.
Under the terms of the Acquisition, the Company will pay
consideration of approximately GBP3,772,060 on Completion, of which
GBP1,250,000 will be paid in cash and the balance will be satisfied
by the issue of the Consideration Shares, issued at the Issue
Price, which will be locked-in for a period of 18 months from
Admission. Up to a further GBP400,000 of deferred consideration may
be paid by the Company over the period of 24 months following
Completion. Further details regarding the terms of the Acquisition
are set out in the section headed 'Terms of the Acquisition'
below.
The New Shares represent approximately 26.9 per cent. of the
Existing Ordinary Shares, and approximately 21.2 per cent. of the
Enlarged Share Capital (assuming in each case that the Retail
Shares are subscribed for in full). The Issue Price represents a
3.0 per cent. discount to the closing mid-market price of 24.75
pence per Ordinary Share on 8 November 2023, being the latest
practicable business day prior to the announcement of the
Fundraising and the Acquisition.
The Company will require further share authorities to allot the
New Shares. Accordingly, the Placing, Subscription, Retail Offer
and the Acquisition are each conditional, inter alia, upon
Shareholders approving the Resolutions at the General Meeting,
notice of which is set out at the end of this document. Subject to
the passing of the Resolutions, Admission of the EIS/VCT Shares is
expected to occur at 8.00 a.m. on 28 November 2023 (or such later
time and/or date as Cavendish and the Company may agree, not being
later than the Longstop Date), and Admission of the Non-Eligible
Shares is expected to occur at 8.00 a.m. on 29 November 2023 (or
such later time and/or date as Cavendish and the Company may agree,
not being later than the Longstop Date). Assuming the Resolutions
are passed by Shareholders at the General Meeting, each of the
EIS/VCT Shares and the Non-Eligible Shares will, on EIS/VCT
Admission and General Admission (respectively), rank pari passu in
all respects with the Existing Ordinary Shares and will rank in
full for all dividends and other distributions declared, made or
paid on the new Ordinary Shares after the relevant Admission.
The Fundraising consists of the Placing, the Subscription and
the Retail Offer and will raise approximately GBP4.5 million in
aggregate, assuming full take up of the Retail Offer.
The Placing is being conducted in two tranches; firstly, the
placing of the EIS/VCT Placing Shares which is intended to qualify
for the purpose of EIS or VCT investment and secondly, the placing
of General Placing Shares which is not intended to qualify for the
purpose of EIS or VCT investment.
The Subscription is also being conducted in two tranches;
firstly, the Subscription for the EIS/VCT Subscription Shares which
is intended to qualify for the purpose of EIS or VCT investment and
secondly, the Subscription for the General Subscription Shares
which is not intended to qualify for the purpose of EIS or VCT
investment.
The Fundraising is conditional upon, inter alia, Shareholders
approving the Resolutions at the General Meeting, compliance by the
Company in all material respects with its obligations under the
Placing Agreement and the occurrence of Admission.
The purpose of this document is to: (i) provide further details
on the Acquisition and the Fundraising and to explain the
background to and reasons for them; (ii) explain why the Directors
consider the Acquisition and the Fundraising to be in the best
interests of the Company and Shareholders as a whole and why the
Directors unanimously recommend that Shareholders vote in favour of
the Resolutions; and (iii) to convene the General Meeting to obtain
Shareholder approval for the Resolutions.
A notice convening the General Meeting to approve the
Resolutions is set out at the end of this document.
Background to OXLiD and reasons for the Acquisition
Rationale for the Acquisition
Gelion set out its revitalised strategy in the announcement on 6
July 2023, as a battery technology innovator commercialising two
globally important next generation technologies: Lithium-Sulfur
(LiS) and zinc based (Zn) hybrid cells to electrify mobile and
stationary applications respectively. This followed the earlier
announcement in March 2023, on the strategic acquisition of Johnson
Matthey's LiS IP portfolio (which was primarily developed by Oxis
Energy) to significantly advance the Group's objective to establish
a position of LiS technology leadership. Gelion's effort is
directed at the potential for the LiS chemistry to deliver double
the gravimetric energy density of standard Lithium-ion chemistries
whilst at the same time reducing cost and increasing safety.
It is the Board's objective to become a global leader in the
energy storage industry by leveraging both technologies - LiS and
Zinc that have been developed by Gelion in partnership with
University of Sydney (USyd) and the recently acquired LiS IP
portfolios from Johnson Matthey. Gelion aims to progress
methodically through the stages of technology and manufacturing
readiness toward development of commercial energy storage systems,
batteries, and battery materials, that deliver high energy density,
low cost, improved safety, and that are suitable for a variety of
applications.
With a continued drive to make global transport, and energy
consumption and storage more sustainable, the pace of development
in the Company's target markets remains rapid and it is crucial
that Gelion remains at the forefront of innovation. To facilitate
this, the Company needs to expand its team, continue to strengthen
its already significant portfolio of industry specific IP and to
broaden its global footprint. This will allow the Company to more
readily evaluate and execute strategic opportunities and
partnerships, add complementary insight to its existing knowledge
base and, ultimately, expedite the path to commercialisation and
deliver value to shareholders.
The Board believes the Acquisition of OXLiD will build on the
recent strategic progress the Group has made and act as a further
catalyst to establish the foundations for strategic partnerships
with major supply chain and industry participants (upstream and
downstream), providing a commercially attractive route to market
for Gelion's technology.
The Board views the key value drivers of OXLiD as being:
1. People - The OXLiD team consists of five highly experienced
scientists with significant battery research experience including
doctorate degrees from top UK universities. OXLiD has plans to
expand the team further in the coming months to further accelerate
progress.
2. Technology/IP - Five patent applications, an exclusive option
for a licence agreement with the University of Nottingham and an
exclusive development licence with the University of Oxford.
3. Facilities - Entrenched relationships with blue chip academic
institutions (Oxford, Nottingham, UCL, Southampton) and access to
the UK's LiSTAR and Faraday Institutions supported technological
research network. The Faraday Institution is the UK's premier
research institute aiming to advance battery science and technology
and is running a Lithium Sulfur Technology Accelerator (LiSTAR)
program specifically focused on LiS battery technology.
4. Products - Capability to accelerate development and rate of
testing and production of prototypes for research and commercial
demonstrations utilising established relationships with partners
such as Fraunhofer IWS in Germany.
5. Revenue - OXLiD has undrawn approved grant funding of
approximately GBP0.8 million which will be available to the Company
post-acquisition as well as a relationship with Sanyo Trading, from
which revenue was generated in FY22, which Gelion wishes to explore
further.
6. UK/EEA LiS - This acquisition will enable Gelion to establish
a UK research and development hub providing closer proximity to
potential European customers and strategic partners and improved
access to a wider pool of leading LiS focussed universities and
research institutions.
Information on OXLiD
OXLiD is a UK based LiS battery technology developer, dedicated
to the development and commercialisation of LiS batteries for
electrified transportation and sustainable energy storage in the
aerospace, maritime and electric vehicle markets. Founded in May
2021 by Dr Adrien Amigues, CEO, the team of five are situated in
Oxford and Nottingham and are led by Dr Amigues and Dr Gareth
Hartley (Principal Scientist). Dr Amigues was previously Head of IP
at Oxis Energy and played a significant role in securing the
patents that Gelion subsequently acquired from Johnson Matthey.
OXLiD's share capital is held between three shareholders consisting
of: (i) Dr Adrien Amigues, founder and CEO, who holds approximately
76.5%; (ii) with two further investors holding 11.765% each
following a capital raise that OXLiD completed at a valuation of
approximately GBP1.0 million in September 2022. In the year ended
May 2023, based on unaudited results, OXLiD achieved a profit
before tax of GBP80,000.
The addition of the team at OXLiD to the Company's existing
development team will provide additional expertise as the Company
continues to develop at a rapid pace. The Company has already more
than tripled the capacity in test cells by exploiting the
information in the acquired technology package from Johnson Matthey
and with the Acquisition it aims to continue this momentum.
The Acquisition provides Gelion with a research and development
hub in the UK and expands the Company's IP portfolio, in addition
to adding the expertise necessary to more rapidly develop a set of
products that are more energy dense, cheaper to produce, made with
less resource-intensive raw materials and are safer to operate than
traditional Lithium-ion cells. In addition, the Acquisition
provides Gelion with improved access to a research network across
the UK through OXLiD's network of existing relationships with UK
academic institutions. OXLiD is therefore a complementary
acquisition to Gelion, providing synergies across both companies'
research programs and team.
The Company is currently pursuing two sulfur-based battery
technologies, lithium-sulfur and silicon-sulfur in order to unlock
all mobile applications. For both technologies, the Board believes
this Acquisition will accelerate Gelion's cathode development by
enabling partner sampling and product development. Particularly,
the acquisition accelerates lithium-sulfur development by
increasing the stability of the lithium metal anode, considered a
key enabling technology (see figure). By leveraging this
development Gelion will aim to bringing ultra-high energy density
batteries to technological maturity and meet specifications to
service the mass markets (EV, ESS). This will complement the
Company's local effort to commercialise silicon-sulfur.
As part of the GBP1.9 million Faraday Battery Challenge project
which it is currently leading, OXLiD recently demonstrated a new
cathode material for semi solid-state Li-S technology with highly
competitive discharge capacities above 1,500 mAh/g (compared with
200 mAh/g typical for lithium-ion) and good cyclability. Since
then, OXLiD has been focusing to increase the scale of production
of the cathode material with the aim to test and demonstrate high
energy pouch cell (industry standard cell format) prototypes early
next year. OXLiD has also began work on developing a unique coating
technology to increase the performance of lithium metal anodes.
Further, the Acquisition of OXLiD includes an IP portfolio (five
patent applications) which the Board believe will increase the
Group's ability to exploit the Johnson Matthey and Oxis Energy IP
portfolio accelerating the path to product validation and
commercialisation in the rapidly emerging LiS market. OXLiD has
filed five patent families in the last 24 months, to protect
advancements in technology developments. In addition, OXLiD also
has an exclusive option for a licence agreement with the University
of Nottingham for the use of catalysts to increase charge/discharge
rates and has been granted an exclusive development licence by the
University of Oxford for the purpose of developing cutting edge
research around increasing cycle life in lithium metal
batteries.
The Board believes the Acquisition will establish Gelion in the
UK and global LiS markets. The Group will achieve a UK presence by
establishing a lab at a top UK university and build on OXLiD's
relationships with LiSTAR (Lithium Sulfur Technology Accelerator)
participants, which is one of the ten Faraday Institution projects
aiming to place the UK at the forefront of battery development.
OXLiD has already secured over GBP1.4 million in grant funding
through the Faraday Battery Challenge and other programs and will
further benefit from additional funding and knowledge sharing
within the UK ecosystem.
The areas of technology that OXLiD has been developing
complements the work that Gelion has been doing. The Company is
progressing electrolytes that can support multiple anode
chemistries and additives to control polysulphide shuttle (the main
failure mechanism in traditional lithium-sulfur batteries), with
lithium anode technology, catalysts, and improved cell designs
coming from the Acquisition. The Group will leverage the
partnership OXLiD has with a European cell manufacturer to continue
to demonstrate the technology in the commercially relevant pouch
cell formats throughout 2024.
The combination of these technologies and IP places Gelion in a
strong position. The Group is protected by a solid IP moat
underpinned by leading research conducted by sector leading
scientists, as the Company strives toward its goal of achieving
performance leadership in LiS coupled with cost effective
chemistry, the completion of the Acquisition of OXLiD further seeks
to enhance this position.
Commercialisation milestones and progress
The Company is currently in the final selection phase for
government funding support in Australia, which if secured, would
assist with the establishment of an advanced commercial prototyping
centre which the directors believe will allow Gelion to make the
shift from sample generation to commercial production of cells for
test and validation by potential partners. To date, while the
Company has received positive feedback on proposals submitted to
the Australian government, however no support is guaranteed at this
stage.
Further to the above, the Company's silicon-sulfur technology,
which the Board is confident the Company can bring to market
through a pilot programme in 2026, provides a path to a high
gravimetric energy density in a comparatively safe chemistry with
the potential for long cycle life. Comparatively, the Company's LiS
technology which utilises a Lithium Metal anode also leads to cells
with ultra-high energy density. The Board believes that the
acquisition of OXLiD will support progression against these key
battery performance metrics against which the commercial viability
of any battery technology is evaluated. Gelion also completed the
expansion of its Sydney research facility in October 2023.
Use of proceeds
The expected application of funds raised in the Fundraising is
summarised as follows:
Source of Funds GBPM Use of Funds GBPM
Gross Proceeds from OXLiD Acquisition(1)
the Placing 1.87 - cash on completion 1.25
Gross Proceeds from OXLiD Acquisition(1)
the Subscription 2.15 - Deferred consideration 0.40
Gross Proceeds from
the Retail Offer(2) 0.45 Additional Capex & Opex 1.35
Expansion of Li-S technology
team 0.21
Zinc technology: new
cathode feasibility
assessment 0.21
Additional Working Capital(2) 0.45
Transaction costs (capital
raise and acquisition
related) 0.60
Total use of funds
Total sources 4.47 available 4.47
(1) None of the proceeds of the EIS/VCT Shares will be utilised
for the Acquisition.
(2) Assuming full take up of the Retail Offer. The Gross
Proceeds from the Retail Offer will provide additional Working
Capital to the Company.
Current trading and prospects
Based on its unaudited management accounts, the Company expects
revenue (R&D tax incentives) for the year ended 30 June 2023 to
be GBP2.1 million, ahead of current market expectations (GBP1.7
million), with an Adjusted EBITDA loss(1) of approximately GBP5.9
million, again ahead of market expectations (Adjusted EBITDA loss
of GBP6.4 million). Net cash at 30 June 2023 was marginally higher
than expected at GBP7.3 million. Since March 2023, the Company has
also had a focus on cost management and has successfully taken
steps to reduce cash consumption by approximately GBP1.0 million on
an annualised basis. These cost savings, designed to optimise the
Company's cost base going forwards, were realised in non-core areas
of expenditure, including contractors, marketing and
non-replacement of employees in certain functions.
The current financial year has started strongly, with the
Company making good progress made on the LiS cathode and
electrolyte technology development. The Company is also negotiating
a joint development agreement with a targeted silicon-based anode
supplier. Subject to final agreement being achieved and executed,
the Company and the anticipated anode partner will then commence
the joint development of a high-performance lithium-silicon-sulfur
cell to target the global electric vehicle (EV), electric
vertical-takeoff-and-landing (eVTOL), drone markets, and
subsequently, the stationary energy storage market (ESS).
In August 2023, the Company also signed agreements with The
University of Sydney and Professor Yuan Chen for Gelion's Advanced
Cathode Project, both of which aid progression towards a
commercially viable Zinc-based Energy Storage Solution. The Company
expects to provide an update encompassing the feasibility analysis
of its Gen5 Zinc Hybrid cell development in Q1 2024.
(1) Excludes non-recurring expenses such as net loss on sales of
fixed assets, transaction costs, listing and other associated costs
and share based payments.
Terms of the Acquisition
The Company has entered into the Acquisition Agreement with the
Sellers pursuant to which it has conditionally agreed to acquire
the entire issued share capital of OXLiD for a consideration of up
to approximately GBP4.2 million. The Consideration will be
satisfied by a cash payment of GBP1,250,000 on Completion and the
issue of the Consideration Shares, with deferred payments of up to
GBP400,000 potentially payable by the Company over the period of 24
months following Completion, subject to the Founder remaining
employed by the Group (subject to certain good leaver
provisions).
The Acquisition Agreement is conditional upon, inter alia, the
Placing Agreement becoming unconditional in all respects (save for
any conditions relating to completion of the Acquisition or
Admission becoming effective). The Acquisition Agreement includes
customary fundamental warranties relating to title, capacity and
insolvency matters given to the Company by the Sellers subject to a
cap on their liability, save in the case of fraud, equal to the
value of the consideration received. The Acquisition Agreement also
includes customary warranties in relation to OXLiD's business,
assets and trading ("General Warranties") given to the Company by
the Founder, subject to a cap on his liability, save in the case of
fraud, of GBP1. The Company has obtained warranty and indemnity
insurance in respect of the General Warranties with a maximum sum
insured of GBP4,000,000.
Pursuant to the Acquisition Agreement, the Founder has agreed to
provide non-compete covenants for a period of two years following
Completion to protect the goodwill of OXLiD.
The Sellers have agreed that they will not dispose of any
Consideration Shares for a period of 18 months from Admission and
that any permitted disposal will be effected through the Company's
Nominated Adviser and Broker, Cavendish, and in such manner as it
shall direct to ensure an orderly market in the Company's
shares.
The terms of the Fundraising
The Placing
The Company has conditionally raised approximately GBP1.9
million (before expenses) by way of a placing of 7,774,719 new
Ordinary Shares at a price of 24 pence per share pursuant to the
Placing Agreement. The Placing Shares have been conditionally
placed with institutional investors and certain existing
shareholders of the Company. The Placing is not being underwritten.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM.
The Issue Price was determined having regard to market
conditions at the time the Placing Agreement was entered into. The
closing mid-market price on AIM on the trading day prior to the
announcement of the Placing was 24.75 pence and the Issue Price
represents a 3.0 per cent. discount. The Directors believe that the
Issue Price is fair and reasonable insofar as Shareholders are
concerned.
The Company will require further share authorities to allot the
Placing Shares. Accordingly, the Placing is conditional, inter
alia, upon the passing of the Resolutions by Shareholders at the
General Meeting. The Resolutions are contained in the Notice of
General Meeting at the end of this document.
The Placing is conditional, inter alia, on the following:
-- the Resolutions being passed at the General Meeting;
-- the Placing Agreement not having been terminated prior to
Admission and becoming unconditional in all respects;
-- the Acquisition Agreement not having been terminated prior to
Admission and becoming unconditional in all respects; and
-- Admission having become effective.
The Placing Agreement contains customary indemnities and
warranties from the Company in favour of Cavendish together with
provisions which enable Cavendish to terminate the Placing
Agreement in certain circumstances, including circumstances where
any of the warranties are found to be untrue or inaccurate in any
material respect.
The Placing of the Placing Shares will be conducted in separate
tranches to assist relevant investors in the Placing to claim
certain tax reliefs available to EIS investors and VCTs.
The EIS/VCT Placing Shares will be offered to those investors
seeking to claim EIS Relief in relation to their subscription and
to VCTs. General Placing Shares will be offered to those investors
who are neither seeking EIS Relief nor are VCTs.
EIS and VCT investors should note that completion of the issue
of the EIS/VCT Placing Shares is not conditional upon General
Admission and the issue of the Non-Eligible Shares. EIS/VCT
Admission is expected to occur at 8.00 a.m. on 28 November 2023 (or
such later time and/or date as Cavendish and the Company may agree,
not being later than the Longstop Date). General Admission is
expected to occur at 8.00 a.m. on 29 November 2023 (or such later
time and/or date as Cavendish and the Company may agree, not being
later than the Longstop Date).
The Placing Shares will be allotted and 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 on or after the date on which
they are issued.
The Subscription
Under the Subscription, the Company has conditionally raised
approximately GBP2.1 million (before expenses) by way of the
subscription of 8,952,070 new Ordinary Shares at the Issue
Price.
Each of the following Directors, namely Steve Mahon, Thomas
Maschmeyer, Joycelyn Morton, Michael Davie, John Wood and Amit
Gupta have entered into Subscription Agreements to participate in
the Fundraising and subscribe for in aggregate 1,666,665 General
Subscription Shares. Further details of the Directors'
participation are set out below.
The Subscription will be conducted in separate tranches to
assist relevant investors in the Subscription to claim certain tax
reliefs available to EIS investors and VCTs.
The EIS/VCT Subscription Shares will be issued to those
investors seeking to claim EIS Relief in relation to their
Subscription. General Subscription Shares will be issued to those
investors who are neither seeking EIS Relief nor are VCTs.
EIS and VCT investors should note that completion of the issue
of the EIS/VCT Subscription Shares is not conditional upon General
Admission and the issue of the Non-Eligible Shares. EIS/VCT
Admission is expected to occur at 8.00 a.m. on 28 November 2023 (or
such later time and/or date as Cavendish and the Company may agree,
not being later than the Longstop Date). General Admission is
expected to occur at 8.00 a.m. on 29 November 2023 (or such later
time and/or date as Cavendish and the Company may agree, not being
later than the Longstop Date).
Retail Offer
The Company values its Retail Shareholder base and believes that
it is appropriate to provide eligible Retail Investors in the
United Kingdom and Australia with the opportunity to participate in
the Retail Offer.
The Company is therefore making the UK Retail Offer available in
the United Kingdom through the financial intermediaries which will
be listed, subject to certain access restrictions, on the following
website:
https://www.bookbuild.live/deals/6D70PQ/authorised-intermediaries .
Cavendish will be acting as UK retail offer coordinator in relation
to this UK Retail Offer (the "UK Retail Offer Coordinator").
Existing UK Retail Shareholders can contact their broker or
wealth manager ("intermediary") to participate in the UK Retail
Offer. In order to participate in the UK Retail Offer, each
intermediary must be on-boarded onto the Bookbuild Platform, been
approved by the UK Retail Offer Coordinator as an intermediary in
respect of the UK Retail Offer, and agree to the final terms and
terms and conditions of the UK Retail Offer, which regulate the
conduct of the Retail Offer on market standard terms and provide
for the payment of commission to any intermediary that elects to
receive a commission and/or fee (to the extent permitted by the FCA
Handbook Rules) from the UK Retail Offer Coordinator (on behalf of
the Company).
Any expenses incurred by any intermediary are for its own
account. Investors should confirm separately with any intermediary
whether there are any commissions, fees or expenses that will be
applied by such intermediary in connection with any application
made through that intermediary pursuant to the UK Retail Offer.
The UK Retail Offer will be open to eligible investors in the
United Kingdom at 8:00 a.m. on 9 November 2023. The UK Retail Offer
is expected to close at 4:30 p.m. on 22 November 2023. Investors
should note that financial intermediaries may have earlier closing
times. The UK Retail Offer may close early if it is
oversubscribed.
The UK Retail Offer will, at all times, only be made to,
directed at and may only be acted upon by those persons who are,
Shareholders. To be eligible to participate in the UK Retail Offer,
applicants must meet the following criteria before they can submit
an order for Retail Shares: (i) be a customer of one of the
participating intermediaries listed on the above website; (ii) be
resident in the United Kingdom and (iii) be a Shareholder in the
Company (which may include individuals aged 18 years or over,
companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations and includes
persons who hold their Ordinary Shares directly or indirectly
through a participating intermediary). For the avoidance of doubt,
persons who only hold CFDs, Spreadbets and/or similar derivative
instruments in relation to Ordinary Shares are not eligible to
participate in the UK Retail Offer.
It is vital to note that once an application for Retail Shares
has been made and accepted via an intermediary, it cannot be
withdrawn.
The UK Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (as amended from time to time). The
aggregate total consideration for the UK Retail Offer does not
exceed GBP300,000 (or the equivalent in Euros) and therefore the
exemption from the requirement to publish a prospectus, set out in
section 86(1) FSMA, will apply.
As set out above, a separate announcement has been made by the
Company regarding the UK Retail Offer and its terms.
The Australian Retail Offer will be open to eligible Retail
Shareholders in Australia at 7 p.m. (AEDT) on 9 November 2023 and
is expected to close at 3:30 a.m. (AEDT) on 23 November 2023.
The Australian Retail Offer will, at all times, only be made to,
directed at and may only be acted upon by those persons who are,
qualifying 'sophisticated investor' Shareholders. To be eligible to
participate in the Australian Retail Offer, applicants must meet
the following criteria: (i) be resident in Australia; (ii) be a
Shareholder on the Record Date (which may include individuals aged
18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their Ordinary Shares
directly or indirectly through a participating intermediary); and
(iii) be a 'sophisticated investor' within the meaning of section
708(8) of the Corporations Act 2001 (Cth) (the "Corporations Act")
or a 'professional investor' within the meaning of section 708(11)
of the Corporations Act, or are otherwise a person who is able to
be offered the Retail Shares without disclosure under Chapter 6D of
the Corporations Act or contravention of any provision of the
Corporations Act, and will, on the request of the Company, promptly
provide written evidence of same.
The Company reserves the right to scale back any order under the
Retail Offer at its discretion. The Company reserves the right to
reject any application for subscription under the Retail Offer
without giving any reason for such rejection.
Conditional on the Placing being completed and General
Admission, up to 1,875,000 Retail Offer Shares will be issued
pursuant to the Retail Offer at the Issue Price to raise proceeds
of up to GBP450,000 (before expenses). The Retail Shares, when
issued and fully paid, will rank pari passu in all respects with
the Existing Ordinary Shares.
Participation of the Directors in the Fundraising
As outlined above, the Directors have agreed to subscribe for
new Ordinary Shares pursuant to the General Subscription. The
number of new Ordinary Shares to be subscribed for by each Director
or existing substantial shareholder and their resulting
shareholdings upon General Admission are set out below:
Total number Percentage
Number of Percentage Number of Ordinary of Enlarged
Existing of existing of New Shares Shares held Share Capital
Ordinary issued share subscribed on General on General
Name Shares capital for Admission Admission*
Thomas Maschmeyer 16,775,948 15.47% 562,500 17,338,448 12.61%
Steve Mahon 1,513,615 1.40% 312,500 1,826,115 1.33%
Michael Davie 824,242 0.76% 208,333 1,032,575 0.75%
John Wood 48,000 0.04% 291,666 339,666 0.25%
Joycelyn Morton 121,572 0.11% 208,333 329,905 0.24%
Amit Gupta 15,000 0.01% 83,333 98,333 0.07%
*Assuming the Retail Offer is subscribed in full
Related party transactions
The issue of new Ordinary Shares to each of the Directors
constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules by virtue of their status as Directors of the
Company.
On the basis that all the Directors of the Company are
participating in the Subscription, the Company's nominated adviser,
Cavendish Capital Markets Limited, has considered the terms of the
Directors' Participation and has deemed that the terms of the
subscription are fair and reasonable insofar as the Shareholders
are concerned.
General Meeting
You will find at the end of this document a notice convening the
General Meeting to be held at 10.00 a.m. on 27 November 2023 at the
offices of Cavendish at 1 Bartholomew Close, London EC1A 7BL to
consider and, if thought appropriate, pass resolutions to permit
the directors of the Company to (i) allot the Consideration Shares
in connection with the Acquisition; and (ii) allot Ordinary Shares
up to an aggregate nominal amount of GBP18,603 for cash on a
non-pre-emptive basis in connection with the Fundraising.
Resolution 1 will be proposed as an ordinary resolution. For an
ordinary resolution to be passed, a simple majority of the votes
cast must be in favour of the resolution. The authority conferred
by Resolution 1 will expire at the conclusion of the next annual
general meeting of the Company.
Resolution 2 will be proposed as a special resolution. For a
special resolution to be passed, at least three quarters of the
votes cast must be in favour of the resolution. The authority
conferred by Resolution 2 will expire at the conclusion of the next
annual general meeting of the Company.
Action to be taken in respect of the General Meeting
You will not be able to vote during the meeting electronically.
If you cannot attend the meeting in person, please return a form of
proxy in accordance with the instructions set out herein to ensure
your vote is counted.
A Form of Proxy for use in connection with the General Meeting
is enclosed with this document. Completion of a Form of Proxy will
not preclude Shareholders from attending the General Meeting and
voting in person if they so choose . Proxies may be appointed by
either completing and returning the enclosed Form of Proxy, or
by:
-- logging on to the share portal: www.signalshares.com and following the instructions; or
-- using the LinkVote+app - Link Group, the company's registrar,
has launched a shareholder app: LinkVote+, please refer to the
procedures set out in the notice; or
-- in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out in the notice; or
-- if you are an institutional investor, you may be able to
appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and approved by the
Registrar, in accordance with the procedures set out in the notice;
or
-- sending a hard copy form of proxy directly to the Company's
Registrars, Link Group, at Link Group, Central Square, 29
Wellington Street, Leeds, LS1 4DL or to the Company at Gelion plc,
PO Box 575, Alexandria 2015 NSW, Australia.
The attention of shareholders is drawn to the voting intentions
of the Directors set out below.
Recommendation
The Directors believe that the Fundraising and the Acquisition
will promote the success of the Company for the benefit of its
Shareholders as a whole. Accordingly they unanimously recommend you
to vote in favour of the Resolutions to be proposed at the General
Meeting, as they intend to do in respect of their own beneficial
holdings, amounting to (in aggregate) 19,298,377 Ordinary Shares,
representing 17.8 per cent. of the share capital of the Company at
the date of this document.
Shareholders are reminded that the Acquisition and the
Fundraising are each conditional, amongst other things, on the
passing of the Resolutions to be proposed at the General Meeting.
Should the Resolutions not be passed, the Acquisition and the
Fundraising will not proceed.
Yours sincerely
Steve Mahon
Non-Executive Chair
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Announcement of the Fundraising and the 9 November
Acquisition
Announcement of the results of the Placing 9 November
Publication of the Circular 10 November
Announcement of the results of the Retail 22 November
Offer
Latest time and date for receipt of Forms 11.00 a.m. on 23 November
of Proxy and CREST proxy instructions
General Meeting 10.00 a.m. on 27 November
Announcement of the result of General 27 November
Meeting
Admission of the EIS/VCT Shares to trading 8.00 a.m. on 28 November
on AIM and commencement of dealings
CREST accounts to be credited for EIS/VCT 28 November
Shares to be held in uncertificated form
Admission of the Non-Eligible Shares 8.00 a.m. on 29 November
to trading on AIM and commencement of
dealings
CREST accounts to be credited for Non-Eligible 29 November
Shares to be held in uncertificated form
Dispatch of definitive share certificates within 10 working days
for New Shares to be held in certificated of applicable Admission
form
The Company and Cavendish reserve the right to alter the dates
and times referred to above. If any of the dates and times referred
to above are altered by the Company, the revised dates and times
will be announced through a Regulatory Information Service without
delay.
All references to time in this document are to London time,
unless otherwise stated.
All events listed in the above timetable following the General
Meeting are conditional on the passing of the Resolutions at the
General Meeting.
FUNDRAISING AND ACQUISITION STATISTICS
Issue Price 24 pence
Number of Ordinary Shares in issue at the date of this
announcement 108,407,750
Number of Placing Shares 7,774,719
Number of Subscription Shares 8,952,070
Number of Retail Shares Up to 1,875,000
Number of Consideration Shares 10,508,582
Number of New Shares(i)(ii) 29,110,371
Number of Ordinary Shares in issue immediately following
General Admission(i)(ii) 137,518,121
Percentage of the Enlarged Share Capital represented 21.2 per cent.
by the New Shares(i)(ii)
Percentage of the Enlarged Share Capital represented 7.6 per cent.
by the Consideration Shares(i)(ii)
Gross Proceeds of the Placing GBP1.9 million
Gross Proceeds of the Subscription GBP2.1 million
Gross Proceeds of the Retail Offer(ii) GBP450,000
Estimated cash proceeds of the Fundraising receivable GBP3.9 million
by the Company (net of expenses)(ii)
(i) Assumes that all of the Placing Shares are issued and that
(save for the New Shares) no other Ordinary Shares are issued
following the date of this document prior to Admission.
(ii) Assuming full take up of the Retail Offer and Transaction costs of approximately GBP0.6m.
DEFINITIONS
The following definitions apply throughout this document, unless
the context otherwise requires:
"Acquisition" the proposed acquisition by the Company
of the entire issued share capital
of OXLiD pursuant to the Acquisition
Agreement
"Acquisition Agreement" the conditional agreement dated 8 November
2023 between the Company and the Sellers
relating to the Acquisition
"Admission" EIS/VCT Admission and/or General Admission
(as the case may be)
"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
"Australian Retail Investors" qualifying Shareholders at the Record
or "Australian Retail Date who are resident in Australia
Shareholders"
"Australian Retail Offer" the conditional offer of Retail Shares
at the Issue Price to be made by the
Company to Australian Retail Shareholders
"Board" the board of directors of the Company
"Bookbuild" or "Bookbuild the online platform through which the
Platform" UK Retail Offer is being conducted
"Cavendish" Cavendish Capital Markets Limited,
Nominated Adviser and Broker to the
Company
"certificated" or "in refers to an Ordinary Share which is
certificated form" not in uncertificated form (that is,
not in CREST)
"Companies Act" the Companies Act 2006, as amended
"Company" or "Gelion" Gelion plc (incorporated and registered
in England and Wales with registered
number 09796512) whose registered office
is C/O Armstrong, Level 4 Ldn:W, 3
Noble Street, London EC2V 7EE
"Completion" completion of the Acquisition pursuant
to the terms of the Acquisition Agreement
"Consideration Shares" the 10,508,582 Ordinary Shares proposed
to be issued to the Sellers pursuant
to the terms of the Acquisition Agreement
as part consideration for the Acquisition
"CREST" the computerised settlement system
operated by Euroclear which facilitates
the transferring of title to shares
in uncertificated form
"Directors" the directors of the Company being:
Steve Mahon, Thomas Maschmeyer, John
Wood, Joycelyn Morton, Amit Gupta and
Michael Davie
"EIS/VCT Admission" admission of the EIS/VCT Shares to
trading on AIM becoming effective in
accordance with the AIM Rules
"EIS/VCT Placing" the placing by Cavendish on behalf
of the Company of the EIS/VCT Placing
Shares at the Issue Price pursuant
to the terms of the Placing Agreement
"EIS/VCT Placing Shares" the 1,399,719 new Ordinary Shares to
be issued pursuant to the EIS/VCT Placing
"EIS/VCT Shares" together, the EIS/VCT Placing Shares
and the EIS/VCT Subscription Shares
"EIS/VCT Subscription" the conditional subscriptions by the
Subscribers for the EIS/VCT Subscription
Shares at the Issue Price made on the
terms and subject to the conditions
set out in the Subscription Agreements
"EIS/VCT Subscription the 6,347,905 new Ordinary Shares to
Shares" be issued pursuant to the EIS/VCT Subscription
"Enlarged Share Capital" the 137,518,121 Ordinary Shares in
issue immediately following General
Admission (assuming full take up of
the Retail Offer)
"Enterprise Investment the Enterprise Investment Scheme whose
Scheme" or "EIS" rules are contained in Part 5 of the
Income Tax Act 2007 (income tax) and
sections 150A to 150C of, and Schedule
5B to, the Taxation and Chargeable
Gains Act 1992 (capital gains tax)
"Euroclear" Euroclear UK & International Limited
"Existing Ordinary Shares" the 108,407,750 issued Ordinary Shares
of the Company as at the date of this
document
"FCA" Financial Conduct Authority
"Form of Proxy" the form of proxy for use at the General
Meeting and enclosed with this document
"Founder" Dr. Adrien Amigues
" FSMA " the Financial Services and Markets
Act 2000, as amended
"Fundraising" together, the Placing, the Subscription
and the Retail Offer
"General Admission" admission of the Non-Eligible Shares,
to trading on AIM becoming effective
in accordance with the AIM Rules
"General Meeting" the general meeting of the Company
to be held at 10.00 a.m. on 27 November
2023 at the offices of Cavendish at
1 Bartholomew Close, London EC1A 7BL,
notice of which is set out at the end
of this document
"General Placing" the placing by Cavendish on behalf
of the Company of the General Placing
Shares at the Issue Price pursuant
to the terms of the Placing Agreement
"General Placing Shares" the 6,375,000 Ordinary S hares to be
issued pursuant to the Placing (excluding
the EIS/VCT Placing Shares)
"General Subscription" the conditional subscriptions by the
Subscribers for the General Subscription
Shares at the Issue Price made on the
terms and subject to the conditions
set out in the Subscription Agreements
"General Subscription the 2,604,166 Ordinary S hares to be
Shares" issued pursuant to the Subscription
(excluding the EIS/VCT Subscription
Shares)
"Group" the Company and its subsidiary undertakings
(as defined in the Companies Act) as
at the date of this document
"Issue Price" 24 pence per New Share
"LiSTAR" Lithium Sulfur Technology Accelerator
"London Stock Exchange" London Stock Exchange plc
"Longstop Date" 8.00 a.m. on 31 December 2023
" MAR " the Market Abuse Regulation (EU/596/2014)
as it forms part of the domestic law
of England and Wales by virtue of the
European Union (Withdrawal) Act 2018
(as amended from time to time)
"New Shares" together, the Placing Shares, Subscription
Shares, Retail Shares and the Consideration
Shares
"Non-Eligible Shares" the General Placing Shares, the General
Subscription Shares, the Retail Shares
and the Consideration Shares
"Notice of General Meeting" the notice convening the General Meeting
set out at the end of this document
"Official List" the official list of the FCA
"Ordinary Shares" the ordinary shares of GBP0.001 each
in the capital of the Company
"OXLiD" OXLiD Ltd, (incorporated and registered
in England and Wales with registered
number 13388699) whose registered office
is 2 Edith Road, Oxford, England OX1
4QA
"PDMR" person discharging managerial responsibility
for the purposes of MAR
"Placing" the EIS/VCT Placing and/or the General
Placing (as the case may be)
"Placing Agreement" the conditional agreement dated 9 November
2023 between the Company and Cavendish
relating to the Placing and the Retail
Offer
" Placing Shares " the EIS/VCT Placing Shares and the
General Placing Shares;
"Record Date" 6.00 p.m. on 8 November 2023 (or such
other time and date as the Directors
may determine)
"Registrars" or "Share Link Group of Central Square, 29 Wellington
Registrars" Street, Leeds LS1 4DL
"Regulatory Information has the meaning given to it in the
Service" AIM Rules
"Resolutions" the resolutions to be proposed at the
General Meeting as set out in the Notice
of General Meeting
"Retail Investors" or Australian Retail Investors and UK
"Retail Shareholders" Retail Investors
"Retail Offer" the Australian Retail Offer and the
UK Retail Offer
"Retail Offer Intermediaries the Retail Offer terms and conditions
Agreements" and the final terms which together
set out the terms and conditions upon
which each intermediary agrees to make
the UK Retail Offer available to UK
Retail Investors
"Retail Shares" the up to 1,875,000 Ordinary Shares
to be issued pursuant to the Retail
Offer
"Sellers" the Founder, Electric Revolution Ventures
1 LLP and Oxford Science Enterprises
plc
"Shareholders" registered holders of Ordinary Shares
" SOLBAT " The Faraday Institute's solid state
metal anode batteries research project,
www.solbat-faraday.org
"Subscribers" those persons who have agreed to subscribe
for the Subscription Shares at the
Issue Price pursuant to the Subscription
Agreements
"Subscription" the EIS/VCT Subscription and/or the
General Subscription (as the case may
be)
"Subscription Agreements" the conditional agreements each dated
on or about 8 November 2023 entered
into between the Company and each of
the Subscribers, relating to the Subscription
"Subscription Shares" the EIS/VCT Subscription Shares and
the General Subscription Shares
"UK Retail Offer" the conditional offer of Retail Shares
at the Issue Price to UK Retail Investors
through intermediaries via the Bookbuild
Platform pursuant to the Retail Offer
Intermediaries Agreements
"UK Retail Investors" existing Shareholders who are resident
or "UK Retail Shareholders" in the United Kingdom and are a customer
of an intermediary who agrees to conditionally
subscribe for Retail Shares in the
UK Retail Offer
"uncertificated" or "in recorded on a register of securities
uncertificated form" maintained by Euroclear in accordance
with the CREST Regulations as being
in uncertificated form in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by
means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America, its territories,
or possessions, and any state of the
United States of America, the District
of Columbia and all areas subject to
its jurisdiction, or any political
subdivision thereof
"VCT" or "Venture Capital a company which is, or which is seeking
Trust" to become, approved as a venture capital
trust under the provisions of Part
6 of the ITA
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY
PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY,
THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, South Africa, Japan or
any other jurisdiction in which such release, publication or
distribution would be unlawful.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"US Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities
laws of Australia, Canada, South Africa, Japan, or any state,
province or territory thereof or any other jurisdiction outside the
United Kingdom, except pursuant to an applicable exemption from the
registration requirements and in compliance with any applicable
securities laws of any state, province or other jurisdiction of
Australia, Canada, South Africa or Japan (as the case may be).
No public offering of the Placing Shares is being made in
Australia, Canada, South Africa or Japan or elsewhere.
No action has been taken by the Company or Cavendish or any of
their respective affiliates, or any of its or their respective
directors, officers, partners, employees, advisers and/or agents
(collectively, "Representatives") that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
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. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required to be published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward -- looking statements. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect",
"may", "plan", "project" or words or terms of similar meaning or
the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are
a number of factors including, but not limited to, commercial,
operational, economic and financial factors, that could cause
actual results, financial condition, performance or achievements to
differ materially from those expressed or implied by these forward
-- looking statements. Many of these risks and uncertainties relate
to factors that are beyond the Company's ability to control or
estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of
other market participants, the actions of governments or
governmental regulators, or other risk factors, such as changes in
the political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company and
Cavendish expressly disclaims any obligation or undertaking to
update or revise 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.
Cavendish Capital Markets Limited, which is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom, is acting as nominated adviser, sole broker and sole
bookrunner exclusively for the Company and no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing and will not be responsible to anyone other
than the Company in connection with the Placing or for providing
the protections afforded to their clients or for giving advice in
relation to the Placing or any other matter referred to in this
Announcement. The responsibilities of Cavendish, as nominated
adviser, are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director or any other person and
accordingly no duty of care is accepted in relation to them. No
representation or warranty, express or implied, is made by
Cavendish as to, and no liability whatsoever is accepted by
Cavendish in respect of, any of the contents of this Announcement
(without limiting the statutory rights of any person to whom this
Announcement is issued).
This Announcement is being 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 or on
behalf of Cavendish (apart from the responsibilities or liabilities
that may be imposed by the Financial Services and Markets Act 2000,
as amended ("FSMA") or the regulatory regime established
thereunder) and/or by any of its affiliates and/or any of its
Representatives as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or their respective advisers or any other
statement made or purported to be made by or on behalf of Cavendish
and/or any of its affiliates and/or by any of its Representatives
in connection with the Company, the Placing Shares or the Placing
and any responsibility and liability whether arising in tort,
contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by
Cavendish and/or any of its affiliates and/or any of its
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral
information made available to or publicly available to any
interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. 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 price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial 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 periods 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 Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation from the requirement
to produce a prospectus. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
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.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND
CONDITIONS") ARE FOR INFORMATION ONLY AND ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION,
WHO (A) FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA, "QUALIFIED
INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THE TERMS AND CONDITIONS DO NOT
THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS DOCUMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Terms and Conditions and/or the Placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Cavendish or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of the Terms and Conditions or
any other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession these Terms and Conditions
come are required by the Company and Cavendish to inform themselves
about and to observe any such restrictions.
The Terms and Conditions or any part of them are for information
purposes only and do not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including
its territories and possessions, any state of the United States and
the District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being
directed solely at persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended) (the
"FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of these Terms
and Conditions, the Announcement or the Circular. Any
representation to the contrary is a criminal offence in the United
States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, the Republic of South Africa or Japan.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which such offer, sale, re-sale or delivery would
be unlawful.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
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 the Placing Shares are:
(i) compatible with an end target market of: (A) retail investors;
(B) investors who meet the criteria of professional clients; and
(C) eligible counterparties (each as defined in MiFID II (as
defined below)); and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Cavendish
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the UK Target Market Assessment does not constitute an assessment
of suitability or appropriateness for the purposes of Chapter 9A or
10A respectively of the FCA Handbook Conduct of Business
Sourcebook, or 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); Articles 9 and 10
of Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process
which has determined that the Placing Shares are: (i) compatible
with an end target market of: (A) retail investors; (B) investors
who meet the criteria of professional clients; and (C) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The EU
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the offer. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, Cavendish will
only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the EU Target Market Assessment does not constitute an assessment
of suitability or appropriateness for the purposes of MiFID II, or
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.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of the Terms and Conditions (or any part of them) should
seek appropriate advice before taking any action.
The Terms and Conditions should be read in their entirety.
Introduction
These Terms and Conditions apply to persons making an offer to
acquire Placing Shares under the Placing. Each Placee which
confirms its agreement to Cavendish to subscribe for Placing Shares
under the Placing hereby agrees with Cavendish and the Company that
it will be bound by these Terms and Conditions and will be deemed
to have accepted them.
The Company and Cavendish may require any Placee to agree to
such further terms and/or conditions and/or give such additional
warranties and/or representations as they (in their absolute
discretion) see fit and/or may require any such Placee to execute a
separate placing letter.
By participating in the Placing (such participation to be
confirmed in and evidenced by either (i) a recorded telephone
conversation or (ii) email correspondence, in either case between
representatives of Cavendish and the relevant Placee (a "Recorded
Commitment")), each Placee will be deemed to have read and
understood these Terms and Conditions in their entirety, to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in these Terms and
Conditions, and to be irrevocably offering to participate and
acquire Placing Shares on these Terms and Conditions. Such offer
shall be deemed to be accepted, and a Placee shall become bound to
acquire Placing Shares, when Cavendish confirms to such Placee its
allocation of Placing Shares. Upon being notified of its allocation
of Placing Shares, a Placee shall be contractually committed to
acquire the number of Placing Shares allocated to it at the Issue
Price.
Each Placee irrevocably represents, warrants, undertakes, agrees
and acknowledges (amongst other things) to the Company and
Cavendish that:
1. it is a Relevant Person and that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in these
Terms and Conditions;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and
agrees to comply with the resale and transfer restrictions set out
in these Terms and Conditions; and
4. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 2 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by (i) the Financial Conduct
Authority ("FCA") or (ii) any competent authority of any Relevant
Member State, in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any information
publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on
behalf of the Company on or prior to the date of these Terms and
Conditions (the "Publicly Available Information") and subject to
any further terms set forth in writing in any contract note sent to
an individual Placee.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
Cavendish or the Company or any other person and none of Cavendish,
the Company nor any other person acting on such person's behalf nor
any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee
should consider any information in this Announcement or these Terms
and Conditions to be legal, tax, business or other advice. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cavendish has entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, Cavendish, as agent for and on behalf
of the Company, has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares at the Issue Price. The
Placing is not being underwritten by Cavendish.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company and credited
as fully paid and will rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application(s) will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that First Admission will take place on the First
Admission Date and that dealings in the EIS/VCT Placing Shares on
AIM will commence at the same time.
It is expected that Second Admission will take place on the
Second Admission Date and that dealings in the Non-Eligible Placing
Shares on AIM will commence at the same time.
Principal terms of the Placing
1. Cavendish is acting as nominated adviser, broker and
bookrunner to the Placing, as agent for and on behalf of the
Company.
2. Participation in the Placing is by invitation only and will
only be available to persons who may lawfully be, and are, invited
by Cavendish to participate. Cavendish and any of its affiliates
are entitled to participate in the Placing as principal.
3. Each Placee's allocation will be confirmed to Placees orally,
or in writing (which can include email), by Cavendish and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. Cavendish's oral or written confirmation will
give rise to an irrevocable, legally binding commitment by that
Placee, in favour of Cavendish and the Company, under which it
agrees to acquire by subscription the number of Placing Shares
allocated to it at the Issue Price and otherwise on these Terms and
Conditions. Except with the consent of Cavendish, such commitment
will not be capable of variation or revocation.
4. The Issue Price is payable to Cavendish (as agent for the Company) by all Placees.
5. Each Placee's allocation and whether such Placee participates
in the Placing will be determined by Cavendish in its reasonable
discretion following consultation with the Company and will be
confirmed by Cavendish.
6. Each Placee's commitment will be confirmed in and evidenced
by a Recorded Commitment. These Terms and Conditions will be deemed
incorporated into the contract which is entered into by way of a
Recorded Commitment and will be legally binding on the relevant
Placee(s) on behalf of whom the commitment is made with effect from
the end of the Recorded Commitment and, except with Cavendish's
prior written consent, will not be capable of variation or
revocation after such time. Without prejudice to the foregoing, a
contract note recording each Placee's commitment will be sent to
them following the Recorded Commitment. These Terms and Conditions
shall be deemed incorporated into any such contract note.
7. Each Placee will confirm the maximum number of Placing Shares
it is willing to acquire in a Recorded Commitment. Once they have
made a Recorded Commitment, each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Cavendish (as
agent for the Company), to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares such Placee has agreed to acquire.
8. Cavendish reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. Cavendish also reserves the right not to
accept offers to subscribe for Placing Shares or to accept such
offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of Cavendish.
9. Any Placees who are existing shareholders of the Company
undertake that they shall vote in favour of each of the Resolutions
to be proposed at the General Meeting.
10. Except as required by law or regulation, no press release or
other announcement will be made by Cavendish 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.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
EIS/VCT Placing Shares to be acquired pursuant to the Placing will
be required to be made at the same time and settlement for all
Non-Eligible Placing Shares to be acquired pursuant to the Placing
will be required to be made at the same time, in each case on the
basis explained below under "Registration and settlement".
12. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
13. By participating in the Placing, 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.
14. To the fullest extent permissible by law and applicable FCA rules, neither:
(a) Cavendish;
(b) any of its affiliates, agents, advisers, directors,
officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with Cavendish as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of
Cavendish),
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither Cavendish nor any of its affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of Cavendish's conduct of the Placing
or of such alternative method of effecting the Placing as Cavendish
and the Company may agree.
Registration and settlement
By participating in the Placing, each Placee will be deemed to
agree that it will do all things necessary to ensure that delivery
and payment is completed as directed by Cavendish in accordance
with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.
Settlement of transactions in the EIS/VCT Placing Shares
following First Admission will take place within the CREST system,
subject to certain exceptions. Settlement through CREST will be on
a delivery versus payment basis ("DVP") unless otherwise notified
by Cavendish and is expected to occur on the First Admission
Settlement Date.
Settlement of transactions in the Non-Eligible Placing Shares
following Second Admission will take place within the CREST system,
subject to certain exceptions. Settlement through CREST will be on
a DVP basis unless otherwise notified by Cavendish and is expected
to occur on the Second Settlement Date.
However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and Cavendish may agree that
the Placing Shares (or any of them) should be issued in
certificated form. Cavendish reserves the right to require
settlement for any of the Placing Shares, and to deliver any of the
Placing Shares to any Placees, by such other means as they deem
necessary if delivery or settlement to any Placee is not
practicable within the CREST system or would not be consistent with
regulatory requirements in the jurisdiction in which a Placee is
located.
Interest is chargeable daily on payments not received from
Placees on or before the due date in accordance with the
arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of 3 percentage points above
prevailing base rate of Barclays Bank plc as determined by
Cavendish.
Each Placee is deemed to agree that if it does not comply with
these obligations, Cavendish may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for
Cavendish's own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the Issue Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon
the sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, any
relevant contract note is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares
are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Cavendish under the Placing Agreement are,
and the Placing of the EIS/VCT Placing Shares is, conditional upon,
inter alia:
(a) the Resolutions being passed at the General Meeting;
(b) the warranties and undertakings contained in the Placing
Agreement ("Warranties") being, in all material respects, true,
accurate and not misleading when made on the date of the Placing
Agreement and at First Admission by reference to the facts and
circumstances subsisting at that time;
(c) Cavendish not having exercised its right to terminate the Placing Agreement; and
(d) First Admission having become effective on the First Admission Date.
Once First Admission has occurred, no party to the Placing
Agreement shall be able to terminate any part of the Placing
Agreement which relates to First Admission and/or the placing,
allotment or issue of the EIS/VCT Placing Shares.
The obligations of Cavendish under the Placing Agreement are,
and the Placing of the Non-Eligible Placing Shares is, conditional
upon, inter alia:
(a) First Admission having become effective on the First Admission Date;
(b) the Warranties being true, accurate and not misleading, in
all material respects, when made on the date of the Placing
Agreement and at Second Admission by reference to the facts and
circumstances subsisting at that time;
(c) Cavendish not having exercised its right to terminate the Placing Agreement; and
(d) Second Admission having become effective on the Second Admission Date.
All conditions to the obligations of Cavendish included in the
Placing Agreement are together referred to in these Terms and
Conditions as the "conditions".
If any of the conditions is not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and
Cavendish may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing (or such part of it as may
then remain to be completed) will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Cavendish may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of all or any of the conditions in
the Placing Agreement which are capable of waiver, in whole or in
part, or extend the time provided for fulfilment of one or more
conditions, save that certain conditions (including as regards the
EIS/VCT Placing Shares, the condition relating to First Admission
referred to in paragraph (d) above, and as regards the Non-Eligible
Placing Shares, the condition relating to Second Admission referred
to in paragraph (d) above) may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in these
Terms and Conditions.
Cavendish may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither of Cavendish nor any of its affiliates, agents,
advisers, directors, officers or employees nor the Company shall
have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision any of them may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition
to the Placing (or any part thereof) nor for any decision any of
them may make as to the satisfaction of any condition or in respect
of the Placing generally (or any part thereof) and by participating
in the Placing each Placee agrees that any such decision is within
the absolute discretion of Cavendish.
Termination of the Placing
Cavendish may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to Second
Admission if, inter alia:
(a) any statement contained in the Announcement, the investor
presentation relating to the Fundraising or the Circular (the
"Placing Documents") has become untrue, incorrect or misleading in
any material respect or any matter has arisen which would, if the
Placing Documents were issued at that time, constitute a material
omission from the Placing Documents or any of them;
(b) any of the Warranties was untrue, inaccurate or misleading
in any material respect when made and/or that any of the Warranties
has ceased to be true or accurate or has become misleading in any
material respect at any time prior to Second Admission, in each
case by reference to the facts and circumstances subsisting at that
time;
(c) any matter has arisen giving an entitlement on the part of
any indemnified person to make a claim under the indemnity
contained in the Placing Agreement;
(d) the Company has not complied or cannot comply with any of
its obligations under the Placing Agreement or otherwise relating
to the Placing and Admission (to the extent that such obligations
fall to be complied with prior to Second Admission); or
(e) there has been a force majeure event which in the opinion of
Cavendish, is, will or may be materially prejudicial to the Company
or to the successful outcome of the Placing.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in these Terms and Conditions shall cease and
terminate at such time and no claim can be made by any Placee in
respect thereof.
Notwithstanding any other provision of the Placing Agreement,
once First Admission has occurred no party to the Placing Agreement
shall be able to terminate any part of the Placing Agreement which
relates to First Admission and/or the placing, allotment or issue
of the EIS/VCT Placing Shares.
By participating in the Placing, each Placee agrees with the
Company and Cavendish that the exercise by the Company or Cavendish
of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or Cavendish or for agreement between the Company
and Cavendish (as the case may be) and that neither the Company nor
Cavendish need make any reference to such Placee and that none of
the Company, Cavendish nor any of their respective affiliates,
agents, advisers, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By agreeing with Cavendish as agent of the Company to subscribe
for Placing Shares under the Placing, a Placee (and any person
acting on a Placee's behalf) will irrevocably acknowledge and
confirm and warrant and undertake to, and agree with, each of the
Company and Cavendish, in each case as a fundamental term of such
Placee's application for Placing Shares and of the Company's
obligation to allot and/or issue any Placing Shares to it or at its
direction, that its rights and obligations in respect of the
Placing (or any part of it) will terminate only in the
circumstances described above and under the "Conditions of the
Placing" section above and will not be capable of rescission or
termination by it in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges,
undertakes, confirms and agrees (for itself and for any such
prospective Placee) that (save where Cavendish expressly agrees in
writing to the contrary):
1. it has read and understood these Terms and Conditions in
their entirety and that its acquisition of the Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than
the information contained in this Announcement and the Publicly
Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document:
(a) is required under any applicable law; and
(b) has been or will be prepared in connection with the Placing,
and, in particular, that the Subscription and Retail Offer
referred to in the Announcement and the Circular relating thereto
are separate from the Placing and do not form part of any offer or
agreement concerning the Placing and/or any Placing Shares;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the
Market Abuse Regulation (EU Regulation No. 596/2014) as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "MAR")), which includes a description of
the nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
4. it has made its own assessment of the Placing Shares and the
terms of the Placing and has relied on its own investigation of the
business, financial position and other aspects of the Company in
accepting a participation in the Placing and neither Cavendish nor
the Company nor any of their respective affiliates, agents,
advisers, directors, officers or employees nor any person acting on
behalf of any of them has provided, and will not provide, it with
any material regarding the Placing Shares or the Company or any
other person other than the information in the Announcement and
these Terms and Conditions or the Publicly Available Information;
nor has it requested Cavendish, the Company, any of their
respective affiliates, agents, advisers, directors, employees or
officers or any person acting on behalf of any of them to provide
it with any such information;
5. neither Cavendish nor any person acting on behalf of it nor
any of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in the Terms and Conditions excludes
the liability of any person for any fraudulent misrepresentation
made by that person;
6.
(a) the only information which it is entitled to rely on and on
which it has relied in committing to acquire the Placing Shares is
contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on this Announcement and the
Publicly Available Information;
(b) neither Cavendish nor any of its affiliates, agents,
directors, officers or employees have made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Placing Documents or the Publicly Available
Information;
(c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Cavendish or any
person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
7. the content of the Announcement and the other Publicly
Available Information as well as any information made available (in
written or oral form) in presentations or as part of roadshow
discussions with investors relating to the Company (the
"Information") has been prepared by and is exclusively the
responsibility of the Company and that neither Cavendish nor any
persons acting on its behalf is responsible for or has or shall
have any liability for any such Information, representation,
warranty or statement relating to the Company contained therein nor
will they be liable for any Placee's decision to participate in the
Placing based on any Information or any representation, warranty or
statement contained therein or otherwise. Nothing in these Terms
and Conditions shall exclude any liability of any person for
fraudulent misrepresentation;
8. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with these
Terms and Conditions by the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as Cavendish determines;
9. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in these Terms and Conditions)
under those laws or otherwise and complied with all necessary
formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment
company it is aware of and acknowledges it is required to comply
with all applicable laws and regulations with respect to its
acquisition of Placing Shares;
10. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the Prospectus Regulation and Regulation 5(1) of the UK Prospectus
Regulation:
(a) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale in circumstances where either the
Prospectus Regulation or the UK Prospectus Regulation applies to,
persons in any Relevant Member State or in the UK other than
Qualified Investors (as defined under the Prospectus Regulation or
the UK Prospectus Regulation respectively) in circumstances in
which the prior consent of Cavendish has not been given to the
offer or resale; or
(b) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or in the UK other than EU
or UK Qualified Investors (as defined under the Prospectus
Regulation or the UK Prospectus Regulation respectively), the offer
of those Placing Shares to it is not treated under the Prospectus
Regulation or the EU Prospectus Regulation as having been made to
such persons;
11. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or have an address in, or be subject to the laws of,
Australia, Canada, the Republic of South Africa or Japan, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, the Republic of South Africa or
Japan and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
12. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
14. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
15. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and all other applicable
jurisdictions;
16. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
17. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company and Cavendish:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE
SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY
RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE
OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS";
18. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those
terms are defined in the Securities Act) or any "directed selling
efforts" (as such term is defined in Regulation S under the
Securities Act);
19. it will not distribute, forward, transfer or otherwise
transmit these Terms and Conditions and/or the Announcement or any
part of them, or any other presentational or other materials
concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
20. none of Cavendish, its affiliates or any person acting on
behalf of any of them is making any recommendations to it or
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be a client
of Cavendish and that Cavendish has no duties or responsibilities
to it for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
21. it will make payment to Cavendish for the Placing Shares
allocated to it in accordance with these Terms and Conditions on or
by the specified time (being the First Admission Settlement Date in
respect of any EIS/VCT Placing Shares and the Second Admission
Settlement Date as regards any Non-Eligible Placing Shares),
failing which the relevant Placing Shares may be placed with others
on such terms as Cavendish determines in its absolute discretion
without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in these
Terms and Conditions) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
22. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Cavendish may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
23. no action has been or will be taken by any of the Company,
Cavendish or any person acting on behalf of the Company or
Cavendish 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;
24. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
25. neither of Cavendish or the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax payable on
the acquisition of the Placing Shares. Each Placee and any person
acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to indemnify the Company and
Cavendish in respect of the same on the basis that the Placing
Shares will be allotted to a CREST stock account of Cavendish or
transferred to a CREST stock account of Cavendish who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
26. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it, or the person specified by it for
registration as holder of Placing Shares, is not participating in
the Placing as nominee or agent for any person or persons to whom
the allocation, allotment, issue or delivery of Placing Shares
would give rise to such a liability;
27. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
28. as far as it is aware it is not acting in concert (within
the meaning given in The City Code on Takeovers and Mergers) with
any other person in relation to the Company, save as previously
disclosed to Cavendish;
29. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article
19(5) and/or 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
30. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA;
31. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that neither these Terms and Conditions nor the Announcement
has not been approved by Cavendish in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or
approved as financial promotion by an authorised person;
32. it has complied and it will comply with all applicable laws
in any jurisdiction with respect to anything done by it or on its
behalf in relation to the Placing Shares (including all relevant
provisions of the FSMA in respect of anything done in, from or
otherwise involving the United Kingdom);
33. 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, any person
save in circumstances in which the express prior written consent of
Cavendish has been given to the offer or resale;
34. if it has received any inside information (for the purposes
of the MAR and/or section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing,
it has not:
(a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
35. neither of Cavendish, the Company nor any of their
respective affiliates, agents, advisers, directors, officers or
employees nor any person acting on behalf of Cavendish or its
affiliates, agents, advisers, directors, officers or employees nor
any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of any of Cavendish's rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
36. Cavendish and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in the Announcement and/or these Terms and
Conditions to the Placing Shares being offered, subscribed,
acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by, Cavendish
and/or any of its affiliates acting as an investor for its or their
own account(s). Neither of Cavendish nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
37. it:
(a) has complied, and will comply, with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017;
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(all such statutes, rules and regulations referred to in this
paragraph 37 together, the "Regulations") and if making payment on
behalf of a third party, satisfactory evidence has been obtained
and recorded by it to verify the identity of the third party as
required by the Regulations and it has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such purchase, and it will provide
promptly to Cavendish such evidence, if any, as to the identity or
location or legal status of any person which they may request from
it in connection with the Placing (for the purpose of complying
with the Regulations or ascertaining the nationality of any person
or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by Cavendish on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be acquired by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Cavendish may
decide at its discretion;
38. in order to ensure compliance with the Regulations,
Cavendish (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to Cavendish or
the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at Cavendish's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be
delayed at Cavendish's or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a
request for verification of identity Cavendish (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either Cavendish and/or
the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
39. its commitment to acquire Placing Shares on the Terms and
Conditions 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 Cavendish's
conduct of the Placing;
40. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
41. it irrevocably appoints any duly authorised officer of
Cavendish as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares which it agrees to acquire upon the these Terms and
Conditions;
42. the Company, Cavendish and others (including each of their
respective affiliates, agents, advisers, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Cavendish on its own behalf and on behalf of the
Company and are irrevocable;
43. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
44. time is of the essence as regards its obligations under these Terms and Conditions;
45. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Cavendish;
46. the Placing Shares will be issued subject to these Terms and Conditions; and
47. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or of
which they otherwise validly form a part and/or any agreements
entered into pursuant to these Terms and Conditions and all
agreements to acquire Placing Shares pursuant to the Placing will
be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute (contractual or otherwise) or matter
arising out of or in connection with such contract except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or Cavendish in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Cavendish and each of their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in these Terms and Conditions or incurred by
Cavendish, the Company or any of their respective affiliates,
agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in these Terms
and Conditions, and further agrees that the provisions of these
Terms and Conditions shall survive after the completion of the
Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor Cavendish shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Cavendish
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and Cavendish in the event that either
of the Company and/or Cavendish have incurred any such liability to
such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in these Terms and Conditions are given to
Cavendish for itself and on behalf of the Company and are
irrevocable.
Cavendish is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and Cavendish will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in these Terms and Conditions.
Each Placee and any person acting on behalf of the Placee
acknowledges that Cavendish does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
The provisions of these Terms and Conditions may be varied,
waived or modified as regards specific Placees or on a general
basis by Cavendish provided always that such variation, waiver or
modification is not materially prejudicial to the interests of the
Company.
In the case of a joint agreement to acquire Placing Shares,
references to a "Placee" in these Terms and Conditions are to each
of such Placees and such joint Placees' liability is joint and
several.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Cavendish may (at its absolute
discretion) satisfy their obligations to procure Placees by
themselves agreeing to become a Placee in respect of some or all of
the Placing Shares or by nominating any connected or associated
person to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Cavendish, any money held in an account with Cavendish
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the FSMA.
Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence
this money will not be segregated from the Cavendish's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee.
In these Terms and Conditions any words following the terms
"including", "include", "in particular", "for example" or any
similar expression shall be construed as illustrative and shall not
limit the sense of the words, description, definition, phrase or
term preceding those terms.
References to time in the Terms and Conditions are to London
time, unless otherwise stated.
All times and dates and certain other information in these Terms
and Conditions and in the Announcement may be subject to amendment
and/or updating. Placees will be notified of any material
changes.
No statement in the Announcement or these Terms and Conditions
is intended to be a profit forecast or estimate, and no statement
in the Announcement or these Terms and Conditions should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, these Terms and Conditions.
DEFINITIONS
The following definitions apply to these Terms and
Conditions:
Admission First Admission and/or Second Admission
as the context admits;
AIM AIM, a market operated by the London
Stock Exchange;
Announcement the announcement regarding the Fundraising,
including these Terms and Conditions;
Australian Retail Investors qualifying Shareholders at the Record
Date who are resident in Australia
Australian Retail Offer the conditional offer of Retail Offer
Shares at the Issue Price to be made
by the Company to Australian Retail
Investors
Cavendish Cavendish Capital Markets Limited, registered
in England and Wales under number 06198898
whose registered office is at One Bartholomew
Close, London EC1A 7BL (together with
its affiliates), and for the purpose
of trade settlement in the Placing means
Cavendish Securities plc, registered
in England and Wales under number 05210733
whose registered office is at One Bartholomew
Close, London EC1A 7BL;
Circular the Company's circular to Shareholders
to be published on or about 10 November
2023 relating to the Fundraising and
incorporating the Notice of General
Meeting;
Company Gelion plc registered in England and
Wales under number 09796512 whose registered
office is at C/O Armstrong Level 4 Ldn:W,
3 Noble Street, London, EC2V 7EE;
CREST the computerised settlement system to
facilitate transfer of the title to
an interest in securities in uncertificated
form operated by Euroclear UK & International;
EIS/VCT Placing Shares the new Ordinary Shares to be issued
by the Company at the Issue Price pursuant
to the first tranche of the Placing
to Placees which are proposed to be
admitted to trading on AIM on the First
Admission Date;
EIS/VCT Subscription the new Ordinary Shares to be issued
Shares by the Company to the Subscribers at
the Issue Price pursuant to the Subscription
which are proposed to be admitted to
trading on AIM on the First Admission
Date;
Euroclear UK & International Euroclear UK & International Limited;
First Admission admission of the EIS/VCT Placing Shares
and the EIS/VCT Subscription Shares
to trading on AIM becoming effective
as provided in Rule 6 of the AIM Rules
for Companies;
First Admission Date 8.00 a.m. on 28 November 2023 or such
later time as Cavendish may agree with
the Company but in any event no later
than 8.00 a.m. on the Long Stop Date;
First Admission Settlement the date the settlement of transactions
Date in the EIS/VCT Placing Shares and the
EIS/VCT Subscription Shares following
the First Admission will take place
within the CREST system (subject to
certain exceptions) which is expected
to occur on 28 November 2023;
Fundraising the Placing, the Subscription and the
Retail Offer;
General Meeting the general meeting of Shareholders
to be held on 27 November 2023 at One
Bartholomew Close, London EC1A 7BL (or
any reconvened meeting following adjournment
of the general meeting);
Intermediaries any financial intermediaries that are
appointed by Cavendish as the "UK Retail
Offer Coordinator" in connection with
the UK Retail Offer;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 31 December 2023;
Non-Eligible New Shares the Non-Eligible Placing Shares, the
Non-Eligible Subscription Shares and
the Retail Offer Shares which are proposed
to be admitted to trading on AIM on
the Second Admission Date;
Non-Eligible Placing the new Ordinary Shares to be issued
Shares by the Company at the Issue Price pursuant
to the second tranche of the Placing
to Placees which are proposed to be
admitted to trading on AIM on the Second
Admission Date;
Non-Eligible Subscription the new Ordinary Shares to be issued
Shares by the Company to the Subscribers at
the Issue Price pursuant to the Subscription
and admitted to trading on AIM on the
Second Admission Date, which for the
avoidance of doubt exclude the EIS/VCT
Subscription Shares;
Notice of General Meeting the notice of the General Meeting contained
within the Circular;
Retail Investors Australian Retail Investors and UK Retail
Investors
Retail Offer the Australian Retail Offer and the
UK Retail Offer
Retail Offer Shares the new Ordinary Shares to be issued
by the Company at the Issue Price pursuant
to the Retail Offer;
Ordinary Shares ordinary shares of GBP0.01 each in the
capital of the Company;
Placees the persons with whom Placing Shares
are placed pursuant to the Placing;
Placing the conditional placing of the Placing
Shares by Cavendish on behalf of the
Company at the Issue Price, in accordance
with the Placing Agreement;
Placing Agreement the conditional placing agreement dated
9 November 2023 relating to the Placing
of the Placing Shares between the Company
and Cavendish;
Placing Shares the EIS/VCT Placing Shares and the Non-Eligible
Placing Shares;
Prospectus Regulation Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14
June 2017;
Regulation S Regulation S under the Securities Act;
Relevant Member State a member state of the European Economic
Area which has implemented the Prospectus
Regulation;
Resolutions the resolutions contained in the Notice
of General Meeting;
Second Admission admission of the Non-Eligible New Shares
to trading on AIM becoming effective
as provided in Rule 6 of the AIM Rules;
Second Admission Date 8.00 a.m. on 29 November 2023 or such
later time as Cavendish may agree with
the Company but in any event no later
than 8.00 a.m. on the Long Stop Date;
Second Admission Settlement the date the settlement of transactions
Date in the Non-Eligible New Shares following
Second Admission will take place within
the CREST system (subject to certain
exceptions) which is expected to occur
on 29 November 2023;
Shareholders holders of Ordinary Shares;
Subscribers persons who agree to subscribe for Subscription
Shares pursuant to Subscription Agreements;
Subscription the subscription by the Subscribers
directly with the Company for Subscription
Shares pursuant to the Subscription
Agreements;
Subscription Agreements the agreements entered into between
the Company and the Subscribers pursuant
to which the Subscribers will agree
to subscribe for the Subscription Shares
at the Issue Price;
Subscription Shares the EIS/VCT Subscription Shares and
the Non-Eligible Subscription Shares;
UK Prospectus Regulation Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14
June 2017, as it forms part of the law
of England and Wales by virtue of section
3 of the European Union (Withdrawal)
Act 2018 and as modified by or under
domestic law; and
UK Retail Investors existing shareholders of the Company
who are resident in the United Kingdom
and are a customer of an Intermediary
who agree conditionally to subscribe
for Retail Offer Shares in the UK Retail
Offer
UK Retail Offer the proposed offer of the Retail Offer
Shares to UK Retail Investors through
Intermediaries via the Bookbuild Platform;
United States or US the United States of America, its territories
and possessions, any state of the United
States and the District of Columbia.
This information is provided by RNS, the news service of the
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END
ACQBLBRTMTBMMJJ
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November 09, 2023 02:17 ET (07:17 GMT)
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