TIDMGENI
RNS Number : 6814X
GENinCode PLC
21 December 2023
THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (TOGETHER
THE "RESTRICTED JURISDICTIONS" AND EACH BEING A "RESTRICTED
JURISDICTION"). PLEASE SEE THE IMPORTANT NOTICE IN APPIX II TO THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
GENINCODE PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO
SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF GENINCODE PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPIX II
WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO
BE IN POSSESSION OF INSIDE INFORMATION.
21 December 2023
GENINCODE PLC
("GenInCode" or the "Company")
Placing and Subscription to raise a minimum of GBP4.0
million
Retail Offer to raise up to GBP1.0 million
at a price of 5 pence per share
and
Notice of General Meeting
GenInCode plc (AIM: GENI.L), the polygenics company focused on
the prevention of cardiovascular disease ("CVD"), today announces
its intention to raise a minimum of GBP4.0 million through a
placing and subscription. The raise will include a minimum of
67,576,000 new ordinary shares of 1 pence each in the capital of
the Company ("Ordinary Shares") ("Placing Shares") at the issue
price of 5 pence per share ("Issue Price") to new and existing
institutional investors ("Placees") to raise gross proceeds of a
minimum of GBP3.38 million (the "Placing").
The Placing will be conducted by way of an accelerated bookbuild
("ABB") which will be launched immediately following this
announcement in accordance with the terms and conditions set out in
Appendix II to this Announcement.
The Company proposes to raise a further GBP0.62 million (before
expenses) by way of a proposed subscription, comprising the issue
of 12,424,000 new Ordinary Shares ("Subscription Shares") at the
Issue Price (the "Subscription") to Santi - 1990 SL and certain
Directors.
In addition, the Company intends to carry out a separate retail
offer of up to 20,000,000 new Ordinary Shares ("Retail Shares" and
together with the Placing Shares and the Subscription Shares, the
"New Ordinary Shares") at the Issue Price to raise further gross
proceeds of up to GBP1.0 million via Bookbuild (the "Retail Offer"
and together with the Placing and the Subscription, the
"Fundraising") to provide existing retail shareholders in the
United Kingdom with an opportunity to participate in the Retail
Offer. 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.
Transaction Highlights:
-- GenInCode is conducting a conditional Placing and
Subscription to raise a minimum of GBP4.0 million (before expenses)
through the proposed issue of a minimum 80,000,000 New Ordinary
Shares.
-- The Placing is expected to raise a minimum of GBP3.38 million
through the issue of a minimum of 67,576,000 Placing Shares.
-- Santi - 1990 SL and certain Directors of the Company intend
to enter into the Subscription and will conditionally subscribe for
12,424,000 Subscription Shares raising GBP621,200 in aggregate
.
-- The Issue Price of 5 pence represents a discount of 7.1 per
cent. to the closing middle market price of 5.38 pence per Ordinary
Shares on 20 December 2023, being the last business day prior to
the announcement of the Fundraising.
-- The gross proceeds of the Fundraising, which are expected to
amount to at least GBP4.0 million (and up to a further GBP1.0
million assuming full take up of the Retail Offer), will be used to
fund its US regulatory, reimbursement, and commercialisation
program, its EU and UK expansion program and corporate costs for
runway to Q1 2025.
-- Completion of the Fundraising is conditional, inter alia,
upon approval of certain shareholder resolutions (at the general
meeting of the Shareholders to be held on 9 January 2024 (the
"General Meeting").
A circular, containing further details of the Fundraising and
the notice of the General Meeting to be held at 11.00 a.m. on 9
January 2024 to, inter alia, approve the resolutions required to
implement the Fundraising, is expected to be published and
despatched to Shareholders on or around 22 December 2023 (the
"Circular"). Set out below in Appendix I is an adapted extract from
the draft Circular that is proposed to be sent to Shareholders
after the closure of the ABB. Following its publication, the
Circular will be available on the Group's website at
https://investors.genincode.com/.
For further information contact:
GenInCode
Matthew Walls, CEO www.genincode.com or via Walbrook PR
Cavendish Capital Markets Limited Tel: +44 (0)20 7220 0500
(Nominated Adviser and Broker)
Giles Balleny/Dan Hodkinson (Corporate Finance)
Nigel Birks / Harriet Ward (ECM)
Michael Johnson/Dale Bellis (Sales)
Notes:
References to times in this Announcement are to London time
unless otherwise stated.
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company in which event the Company will make
an appropriate announcement to a Regulatory Information Service
giving details of any revised dates and the details of the new
times and dates will be notified to London Stock Exchange plc (the
"London Stock Exchange") and, where appropriate, Shareholders.
Shareholders may not receive any further written communication.
Further information on the Fundraising and Admission is included
in Appendix I below. Attention is also drawn to the section headed
'Important Information' of this Announcement and the terms and
conditions of the Placing (representing important information for
Placees only) in Appendix II to this Announcement.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility, of the Company.
Cavendish Capital Markets Limited ("Cavendish"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting as nominated adviser, lead broker and
bookrunner to the Company in connection with the Placing. The
responsibilities of Cavendish as the Company's Nominated Adviser
under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director or shareholder of the
Company or any other person. Cavendish will not be responsible to
any person other than the Company for providing the protections
afforded to clients of Cavendish or for providing advice to any
other person in connection with the Placing or any acquisition of
shares in the Company. Cavendish is not making any representation
or warranty, express or implied, as to the contents of this
Announcement. Cavendish has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted
by Cavendish for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the New
Ordinary Shares have not been, and will not be, registered under
the United States Securities Act of 1933 as amended or qualified
for sale under the laws of any state of the United States or under
the applicable laws of any of Canada, Australia, Japan, or the
Republic of South Africa, and may not be offered or sold in the
United States or to, or for the account or benefit of, US persons
(as such term is defined in Regulation S under the Securities Act)
or to any national, resident or citizen of Canada, Australia,
Japan, or the Republic of South Africa.
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares in certain jurisdictions other
than the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or
indirectly, in or into a Restricted Jurisdiction. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this Announcement to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules for Companies.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
This announcement does not constitute a recommendation
concerning any investor's option with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this announcement and publicly available
information.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
Appendix II to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix II) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in Appendix II.
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.
The price and value of securities can go down as well as up.
Past performance is not a guide to future performance.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the Product Governance requirements
contained within 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 the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels as
are permitted by UK Product Governance Requirements (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 Placing. 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: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to, the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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"), (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II and (c) local implementing measures (together the "EU
Product Governance Requirements") and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the EU Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to 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 EU Product
Governance Requirements (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 Placing. 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: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX I - EXTRACT FROM THE CIRCULAR
Introduction
On 22 December 2023, the Company announced that it had
conditionally raised GBP4.0 million including approximately GBP3.38
million (before expenses) through the Placing by the proposed issue
of 67,576,000 Placing Shares at the Issue Price and a further
GBP0.62 million (before expenses) by way of a proposed
Subscription, comprising the issue of 12,424,000 Subscription
Shares at the Issue Price.
Furthermore, 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 on Bookbuild to raise a
maximum of GBP1.0 million (assuming full take up of the Retail
Offer) through the issue of up to 20,000,000 Retail Shares at the
Issue Price. The Retail Offer is expected to close on 27 December
2023.
The Fundraising consists of the Placing, the Subscription and
the Retail Offer and will raise up to GBP5.0 million in aggregate,
assuming full take up of the Retail Offer. The Fundraising is
conditional on, inter alia, the Resolutions being passed by the
Shareholders at the General Meeting and Admission becoming
effective.
You will find at the end of this document a notice convening a
general meeting to be held at Cavendish Capital Markets Limited, 1
Bartholomew Close, London, EC1A 7BL on 9 January 2024 at 11:00 a.m.
to consider and, if thought appropriate, pass the Resolutions which
will permit the directors of the Company to issue and allot the New
Ordinary Shares and to do so for cash free of pre-emption
rights.
Subject to Shareholder approval of the Resolutions at the
General Meeting, application will be made for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that
Admission will become effective at 8.00 a.m. on 10 January 2024 (or
such later date as the Company and Cavendish may agree, but not
later than 31 January 2024).
Subject to the Resolutions being passed by Shareholders at the
General Meeting, each of the New Ordinary Shares will, on Admission
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
Admission.
The Issue Price represents a discount of approximately 7.1 per
cent. to the Closing Price of 5.38 pence per Existing Ordinary
Share on 20 December 2023, being the latest practicable date prior
to the announcement of the Fundraising .
The purpose of this document is to provide you with information
about the background to and the reasons for the Fundraising, to
explain why the Board considers the Fundraising to be in the best
interests of the Company and its Shareholders as a whole and why
the Directors recommend that you vote in favour of the Resolutions
as they intend to do in respect of their respective shareholdings.
A notice convening the General Meeting to approve the Resolutions
is set out at the end of this document.
Importance of vote
If the Resolutions are not approved by Shareholders at the
General Meeting, the Fundraising would not proceed as currently
envisaged and, as such, the anticipated net proceeds of the
Fundraising would not become available to the Company. There is no
certainty that other funding would be available on suitable terms
or at all. Accordingly, in light of the Group's reducing cash
position, it would be likely that the Company would have to
severely restrict its costs, potentially impacting its ability to
commercialise its products and generate value for the Group.
Background to and reasons for the Fundraising
Background
GENinCode is engaged in the risk assessment, prediction and
prevention of cardiovascular disease ("CVD"). CVD is the leading
cause of death worldwide accounting for approximately 18 million
deaths annually representing approximately 31 per cent. of all
deaths worldwide with the global cost of CVD estimated to reach
approximately $1.04 trillion by 2030.
The Company's products and technology have been developed with
the aim of predicting the onset of CVD and providing a personalised
treatment pathway for patient management. The Company's products
have been the subject of clinical studies on over 75,000 patients
to assess and predict the onset of CVD.
The Company's product portfolio draws on genomic precision
testing using polygenic (multiple-genes) technology, advanced
molecular testing, genotyping and sequencing. Through a simple
blood or saliva sample, the Company's lead product CARDIO
inCode-Score (CIC-SCORE) assesses genetic variants associated with
CVD to calculate a Polygenic Risk Score (PRS) which, combined with
a patient's clinical information, determines a patient's
cardiovascular risk.
The Company also provides a genetic diagnostic test that
analyses genes most frequently associated with hypercholesterolemia
(high levels of Cholesterol) and familial hypercholesterolemia as
well as a risk assessment for thrombosis (genetic predisposition to
blood clotting). The Company's SITAB system, a proprietary
software, bioinformatics and algorithmic platform with online
cloud-based reporting, is used to process and record test results
and genetic information and, using algorithms and artificial
intelligence, assesses a patient's risk of a cardiovascular event.
The SITAB system reports results directly via a web portal to
healthcare practitioners, cardiologists and physicians, in a
user-friendly format.
With CVD mortality levels continuing to rise globally, and
'traditional' risk assessments recognised as imperfect, there is an
increasing need for cardiologists to apply genetics to help advance
patient prognosis and diagnosis to treat the onset of CVD. The
Company's products combine predictive models of genetics and
patient data using classic cardiovascular risk factors (CVRFs) and
are designed to improve predictive capability and genetic risk
assessment to provide a personalised treatment pathway.
GENinCode's product portfolio
The Company's key products are CE-Marked with CARDIO inCode,
THROMBO inCode and LIPID inCode generating revenues in European
countries, primarily to date in Spain. The Company has now
commenced its expansion strategy in Europe, the UK and the US,
which the Company considers to be its core markets. The Company's
product portfolio currently includes:
CARDIO inCode-Score ("CIC-SCORE")
A significant proportion of cardiovascular events takes place in
individuals clinically classified in low and intermediate risk
groups based on traditional (non-genetic) cardiovascular risk
factors (Marrugat et al., 2011; Iribarren et al., 2016). Genetic
risk assessment in addition to clinical risk assessment provides a
more accurate cardiovascular lifetime risk assessment to identify
those patients at the highest overall risk of coronary heart
disease.
CARDIO InCode Score is a patented genetic test that analyses the
most important genetic variants (SNP variants) in an individual's
DNA related to CVD risk thereby reclassifying patients into more
accurate risk categories compared to current standards.
LIPID inCode(R) ("LiC")
Familial Hypercholesterolemia (FH) is a global autosomal
(inherited) genetic disorder of lipid metabolism causing raised
blood cholesterol, the early onset of cardiovascular disease and
premature mortality (mainly from heart attacks). FH responds well
to drug treatment so early diagnosis is vital.
LIPID inCode is a genetic diagnostic test that analyses genes
most frequently associated with hypercholesterolemia (high levels
of Cholesterol) and familial hypercholesterolemia and other
polygenic dyslipidaemias. The test also evaluates other important
genetic aspects to guide and adjust patient treatment for
hypercholesterolemia.
THROMBO inCode ("TiC")
The THROMBO inCode genetic test analyses genetic SNP variants
related to hereditary thrombophilia (blood clotting) and the risk
of venous thromboembolism (VTE). THROMBO inCode genetic diagnosis
has been published in a number of scientific studies and the
Company's test has been implemented in several hospitals and
laboratories in Europe. THROMBO inCode provides individuals who
have a family history of thrombosis with detailed information
regarding hereditary thrombophilia to help prevent the occurrence
of thrombosis and identify treatment pathways, as well as reduce
the risk of thrombosis.
Risk of Ovarian Cancer Algorithm (ROCA Test)
The ROCA Test is focused on early detection of ovarian cancer in
genetically high-risk populations (primarily BRCA1 and BRCA2
pathogenic variants) who defer risk-reducing surgery. The ROCA Test
is a surveillance test rather than a 'one off' DNA based test so a
single patient would represent a recurring revenue opportunity.
Discussions are starting with NHS on adoption of ROCA for NHS
monitoring and the recently published draft NICE Ovarian Cancer
guidelines include recommendation for ROCA to be carried out
serially every 4 months using ROCA with a call and recall
mechanism. Final form guidance is due for publication March
2024.
Growth Strategy
The Company has developed a three-region strategy, targeting the
US, the UK and Europe. These clearly represent significant market
opportunities, particularly the US, which we expect to be a key
driver of revenue growth for GENinCode.
US Strategy
The Directors have identified the US as being its key market as
genetic testing gains wider acceptance as a tool for assessing CVD
risk aligned with personalised treatment pathways. Interest for
both CARDIO inCode and LIPID inCode has been identified and first
US revenues are anticipated in Q4 2023.
CARDIO inCode-Score ("CIC-Score")
The Company's US approach to initial market entry is through
Early Access Programs (free of charge testing) with 40 'top tier'
institutional sites which are currently onboarding, with 27 signed
up to date. In addition, the Company is building market awareness
for its technology through key opinion leaders and strategic health
collaborations and a direct sales team supported by commercial
partnerships to reach its core target market of healthcare
networks, institutions, clinics and cardiologists.
The regulatory route for CARDIO inCode within the US is
well-defined. As announced on 29 November 2023, the Company has
transitioned its FDA pre-market notification for CARDIO inCode to a
De Novo submission with expected approval in Q2 2024, subject to
any further queries from the FDA. While an FDA approved product
would allow the test to be scaled in a 'kit' format with testing
undertaken in third party labs, the Company will also continue to
provide test services for CARDIO inCode sales directly from its CAP
and CLIA certificated laboratory in Irvine, California.
Importantly on the reimbursement side CARDIO inCode has received
CPT PLA coding (0401U) approved by American Medical Association and
received positive support from the Centers for Medicare and
Medicaid Services (CMS) for a price of $760/test with reimbursement
discussions ongoing with the CMS for pricing inclusion the Clinical
Lab Fee Schedule. The Company has also announced a clinical utility
study with MedStar Health to support CMS and private payer
reimbursement for CARDIO inCode. The Company has also entered into
an agreement with Senergene to act as its Revenue Cycle Manager
(RCM) handling US billing, benefits investigation, and cash
collection.
The Total Addressable Market for CARDIO inCode is expected to be
$10.5Bn and the Serviceable Available Market for the product expect
to be $4.5Bn. Market scoping interviews undertaken with potential
prescribers of CARDIO inCode indicate an initial US target market
of 21 million patients of which 8.5 million would likely be
prescribed CiC-SCORE by their physician, if covered by
insurance.
LIPID inCode
LIPID inCode Familial Hypercholesterolemia (FH) testing
represents an estimated $1.8Bn market opportunity in the US
underpinned by an estimated US population of 1.5 million patients
suffering with FH.
The Directors believe GENinCode is well placed to take advantage
of this market opportunity with LIPID inCode expected to be the
first commercially available Monogenic + polygenic LDL-C + Coronary
Heart Disease (CHD) risk test offered in the US market. The
commercialisation strategy includes a targeted engagement plan
focused on engaging the top 250 US physicians in lipidology and
preventative cardiology as well as supporting key institutional
programs and conferences with FH foundation, National Lipid
Association (NLA), and the American Society of Preventative
Cardiology (ASPC).
Familial hypercholesterolemia (FH) genetic testing has been
classified by the Centers for Disease Control (CDC) as a 'Tier 1'
public health status with established ICD-10 and CPT Codes for FH
testing. Based on the strength of the LIPID inCode test the Company
expects rapid adoption of testing based on a comprehensive
diagnostic and risk assessment panel, competitive pricing and
favorable reimbursement policies for testing with hospital
Integrated Delivery Networks (IDNs), regional, and national
payers.
UK Strategy
In the UK the commercialisation strategy has initially focussed
on delivering and proving the provision of LIPID inCode within the
NHS and the Company is building relationships with leading medical
institutions in the NHS and the Health Innovation Networks (HINs).
FH is estimated to affect, 1 in 250 of the UK population i.e.,
between 230k-260k people. Roughly 7% of this population have been
genetically diagnosed in England and NHS target is to detect 25% of
FH population by 2024.
Following the Company's positive published results in January
2022 of its LIPID inCode NHS clinical study undertaken at the Royal
Brompton and Guys & St Thomas' Trust, the largest specialist
heart and lung centre in the UK, and the recent successful
completion of the AHSN pilot scheme, the NHS have now adopted LIPID
inCode in the North of England. Within this population, LIPID
inCode will detect and diagnose people with high cholesterol, a
known important risk factor for the development of CVD.
As announced on 2 May 2023, NHS funding has been earmarked to
accelerate LIPID inCode testing to improve the diagnosis and
treatment of FH to prevent CVD. The Directors believe that LIPID
inCode testing can provide improved turnaround times at reduced
cost to the NHS compared to current testing and will support the
delivery of the NHS 10 Year Plan that identified CVD as a clinical
priority and the single largest condition where lives can be saved
by the NHS over the next 10 years.
Europe Strategy
GENinCode's key EU products are CE-Marked, with CARDIO inCode,
THROMBO inCode and LIPID inCode already generating revenues in
Europe, primarily in Spain.
The Company intends to support its expansion plans in Europe
through strategic alliances for each of its products. These include
the collaboration with Synlab within IVF Clinics and Longwood.
Revenue growth is driven via regional and collaborative
partnerships, with new tenders for THROMBO inCode and LIPID inCode
delivering growing revenues for the business. Roll-out of CARDIO
inCode has begun within selected Spanish regions, including the
Extremadura Region where CARDIO inCode is being piloted in a
Primary Care setting. The Company is also preparing to implement
CARDIO inCode pilots in Andalucía and Catalunya.
In addition, the Company is expanding operations in Italy
through collaboration with Fondazione SISA (LIPID inCode) as well
as expanding LIPID inCode in the German market with Uniklinikum
(based on NHS model).
Current trading and Outlook
GENinCode released its unaudited interim results for the period
ended 30 June 2023 on 20 September 2023, reporting revenues for the
half year period of GBP0.95m (H1 2022: GBP0.64m), an increase of
43% year-on-year, and adjusted EBITDA loss of GBP3.4m (H1 2022:
GBP2.3m loss), reflecting increased investment in support of US and
UK launch of LIPID inCode(R) and CARDIO inCode-Score. The Company
also reported cash reserves of GBP5.2m (H1 2022: GBP12.4m).
The Board anticipates that GENinCode will meet the current
market expectations for the year ending 31 December 2023.
Reasons for the Fundraising
The Group will focus on completion of its US regulatory and
reimbursement program whilst driving initial commercialisation in
the US, expanding its activities in the UK and Europe whilst
positioning the Company on a pathway to breakeven/profitability
over the medium term. The objective of financing will be to deliver
FDA approval for CARDIO inCode, commence initial US revenues and
gain growing and material traction with the NHS with working
capital out to Q1 2025.
Use of proceeds of the Fundraising
As announced on 21 December 2023, the Company has conditionally
raised gross proceeds of approximately GBP4.0 million by way of the
Placing and the Subscription. The Retail Offer will be up to a
maximum additional amount of GBP1.0 million. The use of proceeds
will be:
US regulatory, reimbursement, and commercialisation program GBP1.75m
EU expansion program GBP0.75m
UK Expansion program GBP0.75m
Corporate costs for runway to Q1 2025 GBP0.75M
Details of the Fundraising
The Placing
The Company has conditionally raised approximately GBP4.0
million (before expenses) by way of a conditional placing by
Cavendish, as agent to the Company, of 80,000,000 New Ordinary
Shares at the Issue Price pursuant to the Placing Agreement.
The Placing is conditional, amongst other things, on the passing
of the Resolutions, the Placing Agreement not having been
terminated and Admission occurring on or before 8.00 a.m. on 10
January 2024 (or such later date as Cavendish and the Company may
agree, being not later than 8.00 a.m. on 31 January 2024).
Under the terms of the Placing Agreement, Cavendish, as agent
for the Company, has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares at the Issue Price. The
Company has given certain customary warranties to Cavendish in
connection with the Fundraising and other matters relating to the
Company and its business. In addition, the Company has agreed to
indemnify Cavendish in relation to certain liabilities it may incur
in undertaking the Fundraising. Cavendish has the right to
terminate the Placing Agreement in certain circumstances prior to
Admission, in particular, for a material breach of any of the
warranties. The Placing is not being underwritten.
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
The Company proposes to raise up to GBP0.62 million (before
expenses) by way of a proposed subscription, comprising the issue
of up to 12,424,000 Subscription Shares at the Issue Price. The
Subscription is not being underwritten.
Certain Directors have entered into Subscription Letters to
subscribe for 2,620,000 Subscription Shares representing GBP0.13
million, at the Issue Price. The Subscription is conditional upon
(amongst other things) the passing of the Resolutions, the Placing
Agreement not having been terminated and Admission occurring on or
before 8.00 a.m. on 10 January 2024 (or such later date and/or time
as Cavendish and the Company may agree, being not later than 8.00
a.m. on 31 January 2024).
The Retail Offer
The Company values its retail Shareholder base and believes that
it is appropriate to provide its existing retail Shareholders
resident in the United Kingdom the opportunity to participate in
the Retail Offer at the Issue Price. The Retail Offer is separate
from the Placing and the Subscription and Cavendish owes the
Company no obligations in respect of the Retail Offer.
The Company is therefore using the Bookbuild platform to make
the Retail Offer available in the United Kingdom through the
financial intermediaries (normally a broker, investment platform or
wealth manager) which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/L18V91/authorised-intermediaries.
Cavendish will be acting as retail offer coordinator in relation to
this Retail Offer (the "Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth
manager ("Intermediary") to participate in the Retail Offer. In
order to participate in the Retail Offer, each Intermediary must be
on-boarded onto the BookBuild platform and agree to the final terms
and the Retail Offer terms and conditions, which regulate, inter
alia, the conduct of the Retail Offer on market standard terms and
provide for the payment of commission to any intermediary that
elects to receive a commission and/or fee (to the extent permitted
by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any Intermediary are for its own
account. Investors should confirm separately with any Intermediary
whether there are any commissions, fees or expenses that will be
applied by such Intermediary in connection with any application
made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the
United Kingdom at 8:00am on 22 December 2023. The Retail Offer is
expected to close at 4:30pm on 27 December 2023. Investors should
note that financial intermediaries may have earlier closing times.
The Retail Offer may close early if it is oversubscribed.
The Retail Offer the subject of this announcement is and will,
at all times, only be made to, directed at and may only be acted
upon by those persons who are, shareholders in the Company. To be
eligible to participate in the Retail Offer, applicants must meet
the following criteria before they can submit an order for Retail
Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the
United Kingdom and (iii) be a shareholder in the Company (which may
include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other
unincorporated organisations and includes persons who hold their
shares in the Company directly or indirectly through a
participating Intermediary). For the avoidance of doubt, persons
who only hold CFDs, Spreadbets and/or similar derivative
instruments in relation to shares in the Company are not eligible
to participate in the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application for subscription under the Retail Offer without giving
any reason for such rejection. The Retail Offer is not being
underwritten.
It is important to note that once an application for Retail
Shares has been made and accepted via an Intermediary, it cannot be
withdrawn.
The Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018. It is a term of the Retail Offer that
the aggregate total consideration payable for the Retail Shares
will not exceed GBP1.0m (or the equivalent in Euros). The exemption
from the requirement to publish a prospectus, set out in section
86(1)(e) of the FSMA, will apply to the Retail Offer.
A separate announcement will be made by the Company regarding
the Retail Offer and its terms.
The Retail Offer remains conditional on, inter alia:
(a) the Placing being or becoming wholly unconditional;
(b) Admission of the New Ordinary Shares becoming effective by
no later than 8.00 a.m. on 10 January 2024 or such later time
and/or date as Cavendish and the Company may agree.
Conditional on Admission taking effect, up to 20,000,000 Retail
Shares will be issued pursuant to the Retail Offer at the Issue
Price to raise proceeds of up to GBP1.0 million (before expenses).
The Retail Shares, when issued and fully paid, will rank pari passu
in all respects with the Existing Ordinary Shares (including the
Placing Shares).
Application will be made to the London Stock Exchange for
Admission of the Retail Shares to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 10 January 2024, at which time it is also expected that the
Retail Shares will be enabled for settlement in CREST.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Settlement and Dealings
The New Ordinary Shares, when issued, will be 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 after the date of issue.
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM. It is
expected that Admission will take place on or before 8.00 a.m. on
10 January 2024 and that dealings will commence at the same
time.
In accordance with the provisions of the Disclosure and
Transparency Rules of the FCA, the Company confirms that,
immediately following Admission, its issued share capital will
comprise 195,816,866 Ordinary Shares of 1 pence each (assuming full
take up of the Retail Offer). All Ordinary Shares shall have equal
voting rights and, following the Fundraising, none of the Ordinary
Shares will be held in treasury. The total number of voting rights
in the Company immediately following Admission will therefore be
195,816,866 (assuming full take up of the Retail Offer).
Participation of the Directors in the Fundraising
As outlined above certain Directors have agreed to subscribe for
New Ordinary Shares pursuant to the Subscription. The number of New
Ordinary Shares subscribed for by each Director and their resulting
shareholdings upon Admission are set out below:
Name Number Percentage Number Number of Percentage
of existing of Existing of Subscription Ordinary of Enlarged
Ordinary Issued Shares Shares held Share Capital
Shares Share Capital allocated(1) following following
Admission Admission(2)
Jordi Puig 14,482,500 15.11 120,000 14,602,500 7.5%
-------------- ---------------- ------------------ -------------- ----------------
Matthew Walls 10,762,500 11.23 1,000,000 11,762,500 6.0%
-------------- ---------------- ------------------ -------------- ----------------
3,574,000
Sergio Olivero (3) 3.73 600,000 4,174,000 2.1%
-------------- ---------------- ------------------ -------------- ----------------
Paul Foulger
(4) 568,182 0.59 300,000 868,182 0.4%
-------------- ---------------- ------------------ -------------- ----------------
Huon Gray - - 500,000 500,000 0.3%
-------------- ---------------- ------------------ -------------- ----------------
Felix Freuh - - 100,000 100,000 0.1%
-------------- ---------------- ------------------ -------------- ----------------
(1) The number of Ordinary Shares presented in this table as
being held or subscribed for by Directors refers to the number of
Ordinary Shares held or subscribed for by them either personally or
through a nominee.
(2) Assuming the Retail Offer is subscribed in full.
(3) Aggregated with the interests of his wife, Sonia Rodriguez
Clemente, who holds 3,150,000 Ordinary Shares in the Company.
(4) Subscription to be undertaken by Paul Foulger's wife, Laura
Deegan. Aggregated with the interests of his wife, Paul Foulger
holds 568,182 Ordinary Shares in the Company.
Related party transactions
Where a company enters into a related party transaction, under
the AIM Rules the independent directors of the company are
required, after consulting with the company's nominated adviser, to
state whether, in their opinion, the transaction is fair and
reasonable in so far as its shareholders are concerned.
The conditional Subscriptions for New Ordinary Shares by certain
Directors as outlined above constitute related party transactions
pursuant to Rule 13 of the AIM Rules. William Rhodes as independent
director, having consulted with the Company's nominated adviser,
Cavendish, considers that the terms of the participation in the
Fundraising by Matthew Walls, Sergio Olivero, Jordi Puig, Huon
Gray, Paul Foulger and Felix Freuh is fair and reasonable insofar
as the Company's Shareholders are concerned.
Santi-1990 SL and Maven Income and Growth VCTs
Santi-1990 SL, an undertaking controlled by Nestor Oller, is a
substantial Shareholder in the Company as it holds 10.84% of the
Existing Ordinary Shares. Furthermore, Maven Income and Growth VCTs
is a substantial Shareholder in the Company as it holds 11.08% of
the Existing Ordinary Shares.
Consequently, Santi-1990 SL and Maven Income and Growth VCTs are
considered to be related parties of the Company for the purposes of
Rule 13 of the AIM Rules for Companies. Santi-1990 SL is
subscribing for 9,804,000 Subscription Shares under the
Subscription and Maven Income and Growth VCTs are subscribing for
13,000,000 Placing Shares, representing 5.58% and 7.39% of the
Enlarged Share Capital respectively (assuming completion of the
Placing and the Subscription and no take up under the Retail
Offer).
The subscriptions by Santi-1990 SL and Maven Income and Growth
VCTs constitute related party transactions for the purposes of the
AIM Rules for Companies. The Directors who are independent of these
transactions, being William Rhodes, Matthew Walls, Sergio Olivero,
Jordi Puig, Huon Gray, Paul Foulger and Felix Freuh, having
consulted with the Company's nominated advisor, Cavendish Capital
Markets Limited, consider that that the participation in the
Fundraising by Santi-1990 SL and Maven Income and Growth VCTs are
fair and reasonable insofar as the Shareholders are concerned.
General Meeting
A notice convening the General Meeting to be held at Cavendish
Capital Markets Limited, 1 Bartholomew Close, London, EC1A 7BL on 9
January 2024 at 11:00 a.m. is set out in Part II of this document,
to consider and, if thought appropriate, pass the following
resolutions:
-- Resolution 1 which is an ordinary resolution to authorise the
Directors to allot equity securities up to a maximum aggregate
nominal amount of GBP1,000,000 pursuant to the Fundraising; and
-- Resolution 2 which is a special resolution and is conditional
on the passing of resolution 1, to authorise the Directors to issue
and allot equity securities on a non-pre-emptive basis up to a
maximum aggregate nominal amount of GBP1,000,000 in respect of the
Fundraising, each as referred to in Resolution 1.
The authorities granted pursuant to the Resolutions will expire
on 1 February 2024 or if earlier, at the conclusion of the annual
general meeting of the Company to be held in 2024.
Resolution 1 will be proposed as an ordinary resolution. For an
ordinary resolution to be passed, more than half of the votes cast
must be in favour of the resolution.
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.
Action to be taken
Shareholders are strongly encouraged to appoint the Chairman of
the General Meeting as their proxy for the General Meeting. This
will ensure that your vote will be counted even if attendance at
the General Meeting is restricted or you are unable to attend.
If you would like to vote on the Resolutions, you may appoint a
proxy by completing, signing and returning the Form of Proxy to the
Company's Registrar, Link Group, PXS 1, Central Square, 29
Wellington Street, Leeds, LS1 4DL so that it is received no later
than 11.00 a.m. on 5 January 2023.
Alternatively, you can vote electronically at
www.signalshares.com or via the LinkVote+ app. LinkVote+ is a free
app for smartphone and tablet provided by Link Group (the company's
registrar). It offers shareholders the option to submit a proxy
appointment quickly and easily online, as well as real-time access
to their shareholding records. The app is available to download on
both the Apple App Store and Google Play, or by scanning the
relevant QR code below.
Alternatively, you may appoint a proxy by completing and
transmitting a CREST Proxy Instruction to the Company's Registrar,
the Company's Registrar, Link Group (CREST Participant ID RA10), no
later than 11.00 a.m. on 5 January 2023.
If you are an institutional investor you may also 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. For further information regarding Proxymity, please go
to www.proxymity.io. Your proxy must be lodged by 11.00 a.m. on 5
January 2024 in order to be considered valid or, if the meeting is
adjourned, by the time which is 48 hours before the time of the
adjourned meeting. Before you can appoint a proxy via this process
you will need to have agreed to Proxymity's associated terms and
conditions. It is important that you read these carefully as you
will be bound by them and they will govern the electronic
appointment of your proxy. An electronic proxy appointment via the
Proxymity platform may be revoked completely by sending an
authenticated message via the platform instructing the removal of
your proxy vote.
The appointment of a proxy will not preclude you from attending
the meeting and voting in person should you wish to do so.
If you hold your shares through a nominee service, please
contact the nominee service provider regarding the process for
appointing a proxy.
Any changes to the arrangements for the General Meeting will be
communicated to Shareholders before the General Meeting, including
through the Company's website at https://investors.genincode.com/
and by announcement via a RIS.
All resolutions for consideration at the General Meeting will be
voted on by way of a poll, rather than a show of hands. This means
that Shareholders will have one vote for each Ordinary Share held.
The Company believes that this will result in a more accurate
reflection of the views of Shareholders by ensuring that every vote
is recognised, including the votes of any Shareholders who are
unable to attend the General Meeting but who have appointed the
Chairman as their proxy for the General Meeting.
Recommendation
The Directors consider the Fundraising to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that all
Shareholders vote in favour of the Resolutions as they intend to
do, or procure to be done, in respect of their own beneficial
shareholdings, being, in aggregate, 29,387,182 Ordinary Shares,
representing approximately 30.67 per cent. of the Existing Issued
Share Capital.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS
REGULATION (EU) 2017/1129 AS AMED FROM TIME TO TIME (THE "EU
PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE
UNITED KINGDOM, ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMED, AS IT FORMS PART
OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold or delivered, 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. No public offering of the Placing Shares is being
made in the United States. The Placing is being made solely outside
the United States to persons in offshore transactions (as defined
in Regulation S under the Securities Act ("Regulation S")) meeting
the requirements of Regulation S. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any Restricted Jurisdiction. This announcement and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Cavendish Capital Markets
Limited, or Cavendish Affiliates or GENinCode Affiliates (as
defined below) 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 such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation and the EU Prospectus
Regulation from the requirement to produce a prospectus. The
Placing Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained 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, Japan, or the Republic of South Africa.
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, Japan, the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
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.
Any indication in this Announcement of the price at which the
existing ordinary shares in the capital of the Company have been
bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an
independent financial adviser.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
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.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral and/or written legally binding offer to
subscribe for Placing Shares is deemed to have read and understood
this Announcement in its entirety (including this Appendix) and to
be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the placing agreement with
Cavendish Capital Markets Limited ("Cavendish") (the Company's
Nominated Adviser and sole broker and bookrunner in connection with
the Placing) (the "Placing Agreement"). Pursuant to the Placing
Agreement, Cavendish has, subject to the terms and conditions set
out therein, agreed to use reasonable endeavours, as agent of the
Company, to procure subscribers for the Placing Shares pursuant to
the bookbuilding process described in this Announcement and as set
out in the Placing Agreement ("Bookbuilding Process").
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company (the "Articles"), be credited as
fully paid and rank pari passu in all respects with each other and
with the existing ordinary shares in the capital of the Company
then in issue, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
ordinary shares of the Company after the date of Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to AIM. Subject to the satisfaction
or waiver of the conditions of the Placing Agreement
("Conditions"), it is expected that Admission will take place and
dealings in the Placing Shares will commence on AIM on or around
8.00 a.m. on 10 January 2024.
Bookbuilding Process
Commencing today, Cavendish will be conducting the Bookbuilding
Process to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
However, Cavendish will be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as it may, after
consultation with the Company, determine. No commissions will be
paid by or to Placees in respect of any participation in the
Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Cavendish . Cavendish and Cavendish Affiliates are
entitled to participate as Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 7.00 a.m. on 22
December 2023, but may be closed at such earlier or later time as
Cavendish may, in its absolute discretion (after consultation with
the Company), determine. The announcement containing the results of
the accelerated bookbuild will be released following the close of
the Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with Cavendish 's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Cavendish . Each bid should either state the number of Placing
Shares which the prospective Placee wishes to subscribe for or a
fixed monetary amount at, in either case, the Issue Price. If
successful, Cavendish will re-contact and confirm orally to Placees
following the close of the Bookbuilding Process the size of their
respective allocations and a trade confirmation will be despatched
as soon as possible thereafter. Cavendish 's oral confirmation of
the size of allocations will constitute an irrevocable legally
binding agreement in favour of the Company and Cavendish pursuant
to which each such Placee will be required to accept the number of
Placing Shares allocated to the Placee at the Issue Price on the
terms and subject to the conditions set out herein and in
accordance with the Articles. Each Placee's allocation and
commitment will be evidenced by a trade confirmation issued to such
Placee by Cavendish . The terms of this Appendix will be deemed
incorporated in that trade confirmation.
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 and the Company.
Each Placee's obligations will be owed to the Company and to
Cavendish . Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Cavendish , as agent of
the Company, to pay to (or as Cavendish may direct) in cleared
funds an amount equal to the product of the Issue Price and the
number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of Cavendish ,
any holding company of Cavendish , any subsidiary of Cavendish ,
any subsidiary of any such holding company, any branch, affiliate
or associated undertaking of any such company nor any of their
respective directors, officers and employees (each an "Cavendish
Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Cavendish
, any Cavendish Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuilding Process or of such alternative method of effecting
the Placing as Cavendish may determine.
All times and dates in this Announcement may be subject to
amendment. Cavendish shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 clients, as
defined in point (8) of Article 2 of the UK Prospectus Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who
meet the criteria of professional clients as defined in Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by
EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission
Delegated Directive EU 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (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" and, together with the UK Target
Market Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessments are without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions to the
Placing. Furthermore, it is noted that, notwithstanding the Target
Market Assessments, Cavendish will only procure investors who meet
the criteria of professional clients or eligible
counterparties.
For the avoidance of doubt, the Target Market Assessments do not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of COBS (for the purposes of the UK Target Market
Assessment) or MiFID II (for the purposes of the EU Target Market
Assessment); or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons who are invited to and who choose to participate in the
Placing, by making an oral and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this
Announcement in its entirety and to be making such offer to acquire
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Placing
Shares has been given and who has been invited to participate in
the Placing by Cavendish .
All obligations of Cavendish under the Placing will be subject
to fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of 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
conditional, amongst other things, on:
1. the placing results announcement being released at the relevant time;
2. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at all times during the
period up to and including the date of Admission;
3. the Placing Shares having been allotted, conditional only on Admission;
4. the Subscription Shares having been allotted, conditional
only on Admission, and payment for such Subscription Shares having
been received by the Company prior to Admission;
5. the Company raises a minimum of GBP4.0 million pursuant to
the Placing and Subscription;
6. the performance by the Company in all material respects of
its obligations under the Placing Agreement to the extent that they
fall to be performed prior to Admission;
7. there not occurring, in the opinion of Cavendish (acting in
good faith), a material adverse change, or any development
reasonably likely to involve a prospective material adverse change,
in the condition (financial, operational, legal or otherwise) or
the earnings, business affairs or business prospects of the Company
or the Group which is material in the context of the Group taken as
a whole, whether or not arising in the ordinary course of business
and whether or not foreseeable at the date of the Placing
Agreement;
8. the general meeting of the Company having taken place on the
date set out in the notice of general meeting and each of the
resolutions having been passed thereat by the requisite majority;
and
9. Admission occurring not later than 8.00 a.m. on or around 10
January 2024 or such later time and/or date as Cavendish may agree
in writing with the Company (but in any event no later than 8.00
a.m. on 31 January 2024).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by
Cavendish ), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. None of Cavendish , the Company, any Cavendish Affiliate,
nor any holding company of the Company, any subsidiary of the
Company, any subsidiary of any such holding company, any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each a
"GENinCode Affiliate") 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 it may make as to whether or
not to waive or to extend the time and/or date for the satisfaction
of any condition in the Placing Agreement or in respect of the
Placing generally.
By participating in the Placing, each Placee agrees that
Cavendish 's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Cavendish may, at any time before Admission and in its absolute
discretion, terminate the Placing Agreement with immediate effect
if, amongst other things:
1. any statement contained in the Placing Documents is, or has
become, or has been discovered to be untrue, incorrect or
misleading in any material respect;
2. any of the warranties, was, when given, or becomes, untrue, inaccurate or misleading;
3. the Company has failed to or is unable to comply with any of
its obligations under the Placing Agreement;
4. trading in the Company's shares on AIM is suspended or cancelled;
5. the appointment of Cavendish as agent of the Company is
terminated for whatever reason;
6. in the opinion of Cavendish (acting in good faith), there has
been a material adverse change or any development reasonably likely
to involve a prospective material adverse change (including, but
not limited to, the deterioration of the health of any key member
of management of the Company), in the condition (financial,
operational, legal or otherwise) or the earnings, business affairs
or business prospects of the Company or the Group which is material
in the context of the Group as a whole taken as a whole, whether or
not arising in the ordinary course of business and whether or not
foreseeable at the date of Placing Agreement, since the date of the
Placing Agreement; and
7. in the opinion of Cavendish (acting in good faith), there has
been, (i) any change, or development involving a prospective
change, in national or international, military, diplomatic,
monetary, economic, political, financial, industrial or market
conditions or exchange rates or exchange controls, or any incident
of terrorism or outbreak or escalation of hostilities or any
declaration by the UK or the US of a national emergency or war or
any other calamity or crisis whether or not foreseeable at the date
of this Agreement, (ii) a suspension of trading in securities
generally on the London Stock Exchange or New York Stock Exchange
or trading is limited or minimum prices established on any such
exchange; (iii) a declaration of a banking moratorium in London or
by the US federal or New York State authorities or any material
disruption to commercial banking or securities settlement or
clearance services in the US or the UK, which would or would be
likely to prejudice materially the Company or the Fundraising, or
make the success of the Fundraising doubtful or makes it
impracticable or inadvisable to proceed with the Fundraising, or
render the creation of a market in the ordinary share capital of
the Company temporarily or permanently impracticable, then
Cavendish may, in its absolute discretion, by notice in writing to
the Company (or by orally communicating the same to any director of
the Company), terminate this Agreement with immediate effect.
By participating in the Placing, each Placee agrees with
Cavendish that the exercise by Cavendish of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Cavendish and that Cavendish
need not make any reference to the Placees in this regard and that,
to the fullest extent permitted by law, neither the Company,
Cavendish , any Cavendish Affiliate nor any GENinCode Affiliate
shall have any liability whatsoever to the Placees in connection
with any such exercise or failure to so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the EU Prospectus Regulation or the UK Prospectus
Regulation) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement. In the United Kingdom,
this Announcement is being directed solely at and distributed and
communicated solely to persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Cavendish and the
Company that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of
Cavendish (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
trade confirmation referred to below), any Cavendish Affiliate, any
persons acting on its or their behalf or the Company or any
Cavendish Affiliate and none of Cavendish , any Cavendish
Affiliate, any persons acting on their behalf, the Company, any
GENinCode Affiliate nor any persons acting on their behalf will be
liable for the decision of any Placee to participate in the Placing
based on any other information, representation, warranty or
statement which the Placee may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, each Placee acknowledges
to and agrees with Cavendish for itself and as agent for the
Company that, except in relation to the information contained in
this Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the DVP
mechanism, subject to certain exceptions. Cavendish reserves the
right to require settlement for and delivery of the Placing Shares
to Placees by such other means as Cavendish may deem necessary,
including, without limitation, if delivery or settlement is not
possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 8 January 2024
Settlement Date 10 January 2024
ISIN Code GB00BL97B504
SEDOL BL97B50
CREST ID for Cavendish 601/KLCLT
Each Placee allocated Placing Shares in the Placing will be sent
either a contract note or a trade confirmation stating the number
of Placing Shares allocated to it, the Issue Price, the aggregate
amount owed by such Placee to Cavendish and settlement
instructions. Placees should settle against the Cavendish CREST ID
shown above. It is expected that such trade confirmation will be
despatched on the expected trade date shown above. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions which it has in place
with Cavendish .
It is expected that settlement will take place on the Settlement
Date shown above on a DVP basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by
Cavendish .
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above the 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 the Placing
Shares allocated to the Placee on such Placee's behalf and retain
from the proceeds, for Cavendish 's own account and profit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The Placee will, however, remain liable for any
shortfall below the aggregate amount owed by such Placee and it may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Cavendish nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, warranties and terms
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
represents, warrants, undertakes, acknowledges, understands and
agrees (for itself and for any such prospective Placee) in favour
of Cavendish and the Company that (save where Cavendish expressly
agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety
(including this Appendix) and acknowledges that its participation
in the Placing and the issue of the Placing Shares will be governed
by the terms of this Announcement (including this Appendix);
2. no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Bookbuilding Process, the Placing or the
Placing Shares or is required under the EU Prospectus Regulation or
the UK Prospectus Regulation;
3. to indemnify on an after-tax basis and hold harmless each of
the Company, Cavendish, Cavendish Affiliates and GENinCode
Affiliates and any person acting on their behalf from any and all
costs, losses, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
4. the Placing Shares will be admitted to AIM and the Company is
therefore required to publish and has published certain business
and financial information in accordance with the AIM Rules and the
UK version of the Market Abuse Regulation (EU 596/2014) which forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR") and other applicable laws and regulations (the
"Exchange Information"), which includes the Company's announcements
and circulars published in the past 12 months, and that the Placee
is able to obtain or access this Exchange Information without undue
difficulty and is aware of and has reviewed the contents of the
Exchange Information;
5. none of Cavendish, any Cavendish Affiliate or any person
acting on their behalf has provided, and will not provide, it with
any material or information regarding the Placing Shares or the
Company; nor has it requested any of Cavendish, nor any Cavendish
Affiliate nor any person acting on their behalf to provide it with
any such material or information;
6. (i) none of Cavendish or any Cavendish Affiliate or any
person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of Cavendish and that Cavendish does not
have any duties or responsibilities to it (or any person acting on
behalf of a Placee) for providing the protections afforded to its
clients or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings,
agreements or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right, and (ii) neither it
nor, as the case may be, its clients expect Cavendish to have any
duties or responsibilities to it similar or comparable to the
duties of "best execution" and "suitability" imposed by the Conduct
of Business Sourcebook contained in the FCA's Handbook of Rules and
Guidance, and that Cavendish is not acting for it or its clients,
and that Cavendish will not be responsible to any person other than
the Company for providing protections afforded to its clients;
7. the content of this Announcement is exclusively the
responsibility of the Company and that none of Cavendish, nor any
Cavendish Affiliate nor any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in
this Announcement or any information previously published by or on
behalf of the Company. None of Cavendish, nor any Cavendish
Affiliate nor any person acting on their behalf will be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing to subscribe
for the Placing Shares is contained in this Announcement, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares, and that it has relied
on its own investigation with respect to the Placing Shares and the
Company in connection with its decision to subscribe for the
Placing Shares and acknowledges that it is not relying on any other
information whatsoever and in particular it is not relying on any
investigation that Cavendish, any Cavendish Affiliate or any person
acting on their behalf may have conducted with respect to the
Placing Shares or the Company and none of such persons has made any
representations to it, express or implied, with respect
thereto;
8. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has had sufficient
time to consider and conduct its own investigation in connection
with its subscription for the Placing Shares, including all tax,
legal and other economic considerations and has relied upon its own
examination of, and due diligence on, the Company, and the terms of
the Placing, including the merits and risks involved;
9. unless paragraph 10 applies, it has neither received nor
relied on any inside information for the purposes of UK MAR and
section 56 of the Criminal Justice Act 1993 (the "CJA") in relation
to the Company or its participation in the Placing;
10. if it has received any inside information (for the purpose
of UK MAR and section 56 of the CJA) in relation to the Company and
its securities in advance of the Placing, it has consented to
receive inside information for the purposes of UK MAR and the CJA
and it acknowledges that it was an insider or a person who has
received a market sounding for the purpose of such legislation and
it confirms that it has not: (a) dealt (or attempted to deal) in
the securities of the Company (or cancelled or amended an order in
relation thereto); (b) encouraged, recommended or induced another
person to deal in the securities of the Company (or to cancel or
amend an order in relation thereto); and (c) unlawfully disclosed
inside information to any person, in each case, prior to the
information being made publicly available;
11. it is not entitled to rely on any information (including,
without limitation, any information contained in any management
presentation given in relation to the Placing) other than that
contained in this Announcement (including this Appendix) and any
Exchange Information and represents and warrants that it has not
relied on any representations relating to the Placing, the Placing
Shares or the Company other than the information contained in this
Announcement or in any Exchange Information;
12. it has not relied on any information relating to the Company
contained in any research reports prepared by Cavendish or any
Cavendish Affiliate or any person acting on their behalf and
understands that (i) none of Cavendish, nor any Cavendish Affiliate
nor any person acting on their behalf has or shall have any
liability for any public information relating to the Company; (ii)
none of Cavendish, nor any Cavendish Affiliate, nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of Cavendish, nor
any Cavendish Affiliate, nor any person acting on their behalf
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or
otherwise;
13. (i) it is entitled to acquire the Placing Shares for which
it is subscribing under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee,
all necessary consents and authorities to agree to the terms set
out or referred to in this Appendix) which may be required or
necessary in connection with its subscription for Placing Shares
and its participation in the Placing and has complied with all
other necessary formalities in connection therewith; (iii) it has
all necessary capacity and authority to commit to participation in
the Placing and to perform its obligations in relation thereto and
will honour such obligations; (iv) it has paid any issue, transfer
or other taxes due in connection with its subscription for Placing
Shares and its participation in the Placing in any territory; and
(v) it has not taken any action which will or may result in the
Company, Cavendish or any Cavendish Affiliate or GENinCode
Affiliate or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing;
14. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
15. it understands that the Placing Shares have not been and
will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United
States and are not being offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities
Act;
16. its acquisition of the Placing Shares has been or will be
made in an "offshore transaction" as defined in and pursuant to
Regulation S;
17. it will not offer or sell, directly or indirectly, any of
the Placing Shares in the United States except in accordance with
Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act;
18. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation: (a) any Placing
Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of
Cavendish has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the
United Kingdom other than UK Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
19. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation: (i) the Placing
Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any member state of the EEA or to which
the EU Prospectus Regulation otherwise applies other than EU
Qualified Investors or in circumstances in which the prior consent
of Cavendish has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than EU Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
20. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4)
of the EU Prospectus Regulation or Article 1(4) of the UK
Prospectus Regulation which do not result in any requirement for
the publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation or Article 3 of the UK Prospectus
Regulation;
21. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which it is permitted to do so pursuant to section 21 of FSMA
and agrees that this Announcement has not been approved by
Cavendish in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
22. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
23. it has complied with its obligations: (i) under the CJA and
UK MAR; (ii) in connection with the laws of all relevant
jurisdictions which apply to it and it has complied, and will fully
comply, with all such laws (including where applicable, the
Criminal Justice Act 1988, the Terrorism Act 2000, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017) and that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering
produced by the Financial Conduct Authority ("FCA") and, if it is
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations; and it
is permitted to subscribe for Placing Shares in accordance with the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Terrorism Act 2006, the Counter-Terrorism Act 2008, the
Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017);
24. if in the United Kingdom, (a) it is a person having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the FPO, or (b) it is a person who falls within
Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations etc.") of the FPO and (c) it is a UK Qualified
Investor and (d) it is a person to whom this Announcement may
otherwise lawfully be communicated;
25. if it is within a Relevant State, it is an EU Qualified Investor;
26. its participation in the Placing would not give rise to an
offer being required to be made by it or any person with whom it is
acting in concert pursuant to Rule 9 of the City Code on Takeovers
and Mergers;
27. it (and any person acting on its behalf) has the funds to
pay for the Placing Shares for which it has agreed to subscribe and
it will pay for the Placing Shares acquired by it in accordance
with this Announcement and with any trade confirmation sent by
Cavendish (or on its behalf) to it in respect of its allocation of
Placing Shares and its participation in the Placing on the due time
and date set out herein against delivery of such Placing Shares to
it, failing which the relevant Placing Shares may be placed with
other Placees or sold as Cavendish may, in its absolute discretion,
determine and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
28. none of Cavendish, nor any Cavendish Affiliate nor any
person acting on their behalf is making any recommendations to it
or advising it regarding the suitability or merits of any
transaction it may enter into in connection with the Placing, and
acknowledges that none of Cavendish, nor any Cavendish Affiliate
nor any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Cavendish's rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
29. (i) the person whom it specifies for registration as holder
of the Placing Shares will be (a) the Placee or (b) the Placee's
nominee, as the case may be, (ii) neither Cavendish nor the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement
and (iii) the Placee and any person acting on its behalf agrees to
acquire the Placing Shares on the basis that the Placing Shares
will be allotted to the CREST stock account of Cavendish which will
hold them as settlement agent as nominee for the Placee until
settlement in accordance with its standing settlement instructions
with payment for the Placing Shares being made simultaneously upon
receipt of the Placing Shares in the Placee's stock account on a
delivery versus payment basis;
30. any agreements entered into by it pursuant to these terms
and conditions, and any non-contractual obligations arising out of
or in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it
submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the courts of
England and Wales as regards any claim, dispute or matter arising
out of any such contract;
31. it irrevocably appoints any director of Cavendish as its
agent for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
32. it is not a resident of any Restricted Jurisdiction and
acknowledges that the Placing Shares have not been and will not be
registered nor will a prospectus be cleared in respect of the
Placing Shares under the securities legislation of any Restricted
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, taken up, renounced, delivered or transferred,
directly or indirectly, within any Restricted Jurisdiction;
33. any person who confirms to Cavendish on behalf of a Placee
an agreement to subscribe for Placing Shares and/or who authorises
Cavendish to notify the Placee's name to the Company's registrar,
has authority to do so on behalf of the Placee;
34. the agreement to settle each Placee's acquisition of Placing
Shares (and/or the acquisition of a person for whom it is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to an acquisition by it
and/or such person direct from the Company of the Placing Shares in
question. Such agreement assumes that the Placing Shares are not
being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the
settlement related to other dealing in the Placing Shares, stamp
duty or stamp duty reserve tax may be payable, for which neither
the Company nor Cavendish will be responsible. If this is the case,
the Placee should take its own advice and notify Cavendish
accordingly;
35. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
36. when a Placee or any person acting on behalf of the Placee
is dealing with Cavendish, any money held in an account with
Cavendish on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated in accordance with the client
money rules and will be used by Cavendish in the course of its
business; and the Placee will rank only as a general creditor of
Cavendish (as the case may be);
37. in order to ensure compliance with the Criminal Justice Act
1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the
Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017, and, to the extent applicable, any
related or similar rules, regulations of any body having
jurisdiction in respect thereof and the Money Laundering Sourcebook
of the FCA, Cavendish (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Cavendish or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Cavendish's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Cavendish's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity
Cavendish (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, Cavendish and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
38. the Company, Cavendish, and others will rely upon the truth
and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements;
39. the basis of allocation will be determined by Cavendish and
the Company at their absolute discretion and that the right is
reserved to reject in whole or in part and/or scale back any
participation in the Placing;
40. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
41. irrevocably authorises the Company and Cavendish to produce
this Announcement pursuant to, in connection with, or a may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
42. its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
43. time is of the essence as regards its obligations under this Appendix;
44. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Cavendish;
45. it will be bound by the terms of the Articles;
46. these terms and conditions in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire shares pursuant to the Placing will be governed by and
construed in accordance with the laws of England and Wales and it
submits to the exclusive jurisdiction of the courts of England and
Wales in relation to any claim, dispute or matter arising out of
any such contract, except that enforcement proceedings in respect
of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company
or Cavendish in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
47. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts; and
48. its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Cavendish (for their own benefit and, where relevant, the
benefit of any Cavendish Affiliate or GENinCode Affiliate and any
person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Cavendish , any
Cavendish Affiliate, any GENinCode Affiliate, or any other person
acting on behalf of any of such persons by a Placee to recover any
damage, cost, loss, charge or expense which it may suffer or incur
by reason of or arising from or in connection with the performance
of its obligations hereunder or otherwise howsoever in connection
with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Cavendish will be
responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Cavendish in the event that
any of the Company or any GENinCode Affiliate or Cavendish or any
Cavendish Affiliate has incurred any such liability to stamp duty
or stamp duty reserve tax.
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 UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. Cavendish shall notify the Placees and any person acting
on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
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 or indemnities in the Placing Agreement.
Cavendish , which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for 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 or Admission and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Cavendish or for affording advice in
relation to the Placing or Admission, or any other matters referred
to herein.
Each Placee and any person acting on behalf of a Placee
acknowledges and agrees that Cavendish or any Cavendish Affiliate
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
The rights and remedies of Cavendish and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to
Cavendish and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as Cavendish may reasonably request.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEKZMZZVMFGFZM
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