THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN
OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
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OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF OXFORD
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APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE
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VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH
INFORMATION WILL NO LONGER CONSTITUTE INSIDE
INFORMATION.
OXFORD BIODYNAMICS
PLC
Proposed Fundraising
comprising:
(i) Placing, including
Cornerstone Investment of £500,000 from OAK
Securities
(ii)
Subscriptions
(iii) WRAP Offer via
the Winterflood Retail Access Platform
and
Proposed Share Capital
Reorganisation
and
Notice of General
Meeting
Oxford, UK - 14 January 2025 -
Oxford BioDynamics PLC (AIM:
OBD, "OBD", the
"Company" and, together
with its subsidiaries, the "Group"), a precision clinical
diagnostics company bringing specific and sensitive teste to the
practice of medicine based on its EpiSwitch® 3D genomics platform,
announces a fundraising by way of a placing (the
"Placing") and
subscriptions (the "Subscriptions") of new ordinary shares
of £0.001 each in the capital of the Company ("Ordinary Shares") to raise together
gross proceeds of not less than £6 million. A separate offer of new Ordinary Shares of £0.001 each in the
Company (the "WRAP Offer
Shares") is also being made to existing eligible retail
investors via the Winterflood Retail Access Platform ("WRAP") to raise up to £500,000 (the
"WRAP Offer")
(together with the Placing and the Subscriptions,
the "Fundraising"), in each
case at a minimum price of 0.5 pence per share (the "Issue Price").
Further announcements will be made
shortly in connection with the WRAP Offer. The Placing will be effected through the issue of new Ordinary
Shares (the "Placing
Shares") to new and existing investors. The Subscriptions
will be effected through the issue of new Ordinary Shares (the
"Subscription Shares") to
existing investors. The Placing Shares and the Subscription Shares
are, together, the "Fundraise
Shares".
The Placing will be conducted
through an accelerated bookbuilding process (the "Bookbuild" or the "Bookbuilding Process"), which will be
launched immediately following this announcement. The timing of the
closing of the Bookbuild and allocations are at the absolute
discretion of the sole broker, OAK Securities, and the Company. It
is currently envisaged that the result of the Bookbuild will be
announced via RNS tomorrow, 15 January 2025 at 7.00 a.m.
The Fundraising is conditional upon,
amongst other things, the approval by the Shareholders of the
Resolutions to be proposed at the General Meeting. The Fundraising
has not been underwritten. The Resolutions must be passed by
Shareholders at the General Meeting in order for the Fundraising to
proceed.
If the conditions relating to the
issue of the Placing Shares are not satisfied or the Placing
Agreement is terminated in accordance with its terms, the Placing
Shares will not be issued and the Company will not receive the
associated placing monies. In this scenario, the Subscriptions and
the WRAP Offer would similarly not proceed. If the Resolutions to approve the Fundraising were not to be
passed, then the Company would be required to seek alternative
funding arrangements in order to meet its short-term working
capital requirements.
Key
features of the Fundraising
· The
Company will use the net proceeds of the Fundraising as working
capital to support the continued commercial development of the
EpiSwitch® product line through partnerships and collaborations
with diagnostic and pharmaceutical companies and direct sales as
appropriate.
·
The Issue Price of 0.5 pence per Fundraise Share
represents a discount of 44% to the closing mid-market price on 13
January 2025 of 0.9 pence per Ordinary Share (calculated on a pro forma basis as if the Share Capital
Reorganisation (as further described below) had already occurred as
at 13 January 2025).
· A
General Meeting of the Company's Shareholders will take place at
10.00 a.m. on 31 January 2025.
· A copy
of the Circular will shortly be available on the Company's website
and is expected to be posted to Shareholders on 15 January
2025.
Matthew Wakefield, Non-Executive Chairman of Oxford
BioDynamics PLC, said:
"We are pleased to announce the Fundraising and thank new and
existing investors for their support. We look forward to welcoming
Iain Ross to the Board and supporting him as he leads a review and
realignment of the business, focused on increasing revenue through
partnerships, collaborations and licensing."
Extracts from the
Circular
Background to and reasons for the Fundraising and Use of
Proceeds
The Company's goal is to advance
personalized healthcare by bringing specific and sensitive tests to
the practice of medicine based on its EpiSwitch® 3D genomics
platform.
The Company has two clinical
diagnostic products on the market: the EpiSwitch® Prostate
Screening ("PSE") Test, which was launched in September 2023 and
the EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) for
cancer, which was launched in February 2022. It also has a
development pipeline of tests for other indications, including
EpiSwitch® NST (for colorectal/bowel cancer) and EpiSwitch® SCB
(for canine cancer).
EpiSwitch® PSE is a validated rapid,
accurate, non-invasive blood test for prostate cancer. PSE detects
prostate cancer risk from blood with high (94%) accuracy, reducing
the number of men referred for an unnecessary biopsy and treatment.
The test measures five epigenetic biomarkers and combines these
with a patient's prostate-specific antigen ("PSA") score to
accurately predict the presence or absence of prostate
cancer.
PSE has high overall accuracy of 94%
(sensitivity 86%, specificity 97%), representing a boost in
accuracy compared to a PSA test alone. Crucially, the positive
predictive value (PPV) of PSE is 93%, compared to just 25% for PSA.
This low PPV is one of the main impediments to using PSA as a
population-wide screening test. Fewer than one third of men with a
raised PSA will go on to be diagnosed with prostate cancer. PSE's
PPV of 93%, means that 93 of every 100 men who receive a "high
probability" PSE result will go on to receive a prostate cancer
diagnosis.
The Company launched PSE in the US
and UK in September 2023. In the US, the test is performed in the
Group's CLIA-registered US clinical laboratory in Frederick, MD.
From April 2024, UK and Rest of World orders of the test have been
processed at the Company's ISO 15189 compliant UK clinical
laboratory in its existing Oxford HQ.
A unique CPT-PLA code for PSE was
assigned in September 2023 and has been available for use by
Medicare, Medicaid and private payors in the US since 1 January
2024. In the UK, the test is available through private clinics and
to all patients through the Group's partnership with the Goodbody
Clinic.
Since launch, over 1,150 PSE tests
have been ordered worldwide. More information about PSE may be
found at the test's dedicated website,
94percent.com.
EpiSwitch® CiRT is a validated,
first-of-its-kind precision medicine blood test that predicts a
cancer patient's likely response to Immune Checkpoint Inhibitors
("ICIs"), including anti-PD-L1 and anti-PD-1 therapies. The test
has demonstrated best-in-class performance in the prediction of
cancer patient response to ICIs, with high sensitivity (93%),
specificity (82%) and accuracy (85%) across the most widely used
ICIs from multiple pharmaceutical companies, in 15 key oncological
indications.
EpiSwitch® CiRT is currently
available for clinical utilisation in the US under a unique CPT-PLA
code and to private physicians in the UK and elsewhere. The test's
approval under the New York State Clinical Laboratory Evaluation
Program (NYS CLEP) was announced in October 2024. Since June 2024,
the test has been included in the PROWES prospective real world
evidence study, generating evidence to support an application for
the test's inclusion in the National Comprehensive Cancer Network
(NCCN) Guidelines.
Since launch, more than 1,500 CiRT
tests have been ordered. More information about CiRT may be found
at the test's dedicated website,
mycirt.com.
In addition, the Company has a
pipeline of deployable 3D genomic tests including EpiSwitch® NST
for colorectal/bowel cancer and EpiSwitch® SCB for canine cancer.
As well as individual tests, the Company has developed the
EpiSwitch® KnowledgeBase, combining over 1.5 billion real world 3D
genomic data points from thousands of patient samples in over 30
disease areas - analysed with the EpiSwitch Explorer Array - with
public data sets and advanced computational analysis to produce
potentially commercialisable insights in drug discovery,
development and repurposing, as well as biomarker and clinical test
development.
The Company will use the net
proceeds of the Fundraising as working capital to support the
continued commercial development of the EpiSwitch® product line
through partnerships and collaborations with diagnostic and
pharmaceutical companies and direct sales as appropriate. Further
details of the intended use of proceeds are set out below under the
heading 'Use of proceeds'.
With the expected appointment of
Iain Ross as Executive Chairman and a subsequent review and
realignment of the business focused towards accelerating sales
through partnership, collaborations and licensing, the Directors
believe the Group is well positioned to grow the business and to
maximise Shareholder value from the current position.
In announcements on 14 October 2024
and 3 December 2024, the Board highlighted that additional funding
would be required early in the first quarter of the 2025 calendar
year. If the Resolutions to approve the Placing were not to be
passed, then the Company would be required urgently to seek
alternative funding arrangements in order to continue to
operate.
Information on Oxford BioDynamics PLC
The Company is a biotechnology
company advancing personalised healthcare by developing and
commercialising precision medicine tests for life-changing
diseases. The Company is headquartered in Oxford, UK, where it has
its main research laboratory and product development facility and a
clinical laboratory compliant with the requirements of ISO
15189:2012 (Medical Laboratories). In the US, the Company has a
commercial team and a CLIA-registered clinical laboratory in
Frederick, MD. It has a reference laboratory in Penang, Malaysia.
The Company's Ordinary Shares are admitted to trading on
AIM.
Founded in 2007 as a spin-out from
the University of Oxford, the Company is a leader in the field of
3D genomics, with over 17 years' work invested into developing its
proprietary automated fast turn-around blood testing technology
platform, EpiSwitch®.
The Company's flagship products are
the EpiSwitch® PSE (Prostate Screening test) and EpiSwitch® CiRT
(Checkpoint Inhibitor Response Test) blood tests. PSE is a blood
test that boosts the predictive accuracy of a PSA test from 55% to
94% when testing the presence or absence of prostate cancer,
launched in the US and UK in September 2023. CiRT is a predictive
immune response profile for immuno-oncology (IO) checkpoint
inhibitor treatments, launched in February 2022.
In March 2021, the Company launched
its first commercial prognostic test, EpiSwitch® CST (Covid
Severity Test) and the first commercially-available microarray kit
for high-resolution 3D genome profiling and biomarker discovery,
EpiSwitch® Explorer Array Kit, which is available for purchase by
the life science research community.
In August 2021 and May 2023, the
Company was granted two Partnership for Accelerating Cancer
Therapies ("PACT") Award. The prestigious awards came from PACT, a
five-year public-private research collaboration totaling $220
million between the National Institutes of Health (NIH), the US
Food and Drug Administration (FDA) and 12 leading pharmaceutical
companies, managed by the FNIH.
The Company is one of 26
participants in the EU-funded HIPPOCRATES (Health initiatives in
psoriasis and psoriatic arthritis consortium European states)
consortium. The consortium was awarded a total of €21 million over
five years in July 2021 to promote early identification and
improved outcomes in psoriatic arthritis (PsA).
Each of the Company's on-market
products and development pipeline assets is based on its
proprietary 3D genomic biomarker platform, EpiSwitch®, which can
build molecular diagnostic classifiers for the prediction of
response to therapy, patient prognosis, disease diagnosis and
subtyping, and residual disease monitoring in a wide range of
indications.
EpiSwitch® is an award-winning,
proprietary platform that enables screening, evaluation, validation
and monitoring of 3D genomic biomarkers. The technology is fully
developed, protected by a broad intellectual property portfolio
comprising 22 patent families as well as extensive proprietary
know-how, and is reduced to practice.
The Company has participated in more
than 40 partnerships with large pharmaceutical companies and
leading institutions including, among others, Pfizer, EMD Serono,
Genentech, Roche, Biogen, Mayo Clinic, Massachusetts General
Hospital and Mitsubishi Tanabe Pharma. The Group's pharma
partnerships have demonstrated its ability to reduce its technology
to practice for clinical applications.
In the US, the Company is a member
of four Foundation of the National Institutes of Health ("FNIH")
Biomarker Steering Committees, in oncology, immunology and
inflammation, neuroscience and metabolics.
The Company has created a valuable
technology portfolio, including biomarker arrays, a pipeline of
molecular diagnostic tests, bioinformatic tools for 3D genomics and
an expertly curated 3D genome knowledgebase comprising over 1
billion data points from over 17,500 samples in more than 30 human
diseases.
The 3D configuration of the genome
plays a crucial role in gene regulation. By mapping this
architecture and identifying abnormal configurations, EpiSwitch®
can be used to diagnose patients or determine how individuals might
respond to a disease or treatment.
In addition to stratifying patients
with respect to anticipated clinical outcome, EpiSwitch® data offer
insights into systems biology and the physiological manifestation
of disease that are beyond the scope of other molecular modalities.
The technology has performed well in academic medical research
settings and has been validated through its integration in
biomarker discovery and clinical development with big
pharma.
For more information on the Group's
EpiSwitch® platform, view the video "What is EpiSwitch®
Technology?" at
https://obdx.co/what-is-episwitch.
Current Trading and Prospects
During the financial year ended 30
September 2024, the Group focused on growing orders of its PSE and
CiRT tests.
Total PSE tests ordered since launch
to the end of December 2024 were 1,113. The focus in the US is to
build traction in the concierge medicine space where sales are
typically on a cash pay basis. In addition, the Company aims to
secure appropriate distribution and licensing partnerships with
established players in the diagnostic sector.
The Company has been reimbursed for
PSE tests under its CPT/PLA code (0433U) by several US insurers
including Humana, UHC, Medicare and Optum Health. PSE already fits
the American Urological Association (AUA)/NCCN guideline definition
for prostate cancer screening. In the UK, sales of the test have
come through the Company's partnership with the Goodbody Clinic and
from private clinics such as The London Clinic.
PSE has received a high level of
attention within the industry because of its accuracy and ease of
use and the plan is to accelerate discussions with leading global
diagnostic services companies in order to secure distribution
deal(s) that would widen access to the test and have the potential
to add significant volume.
In the UK, a recent report by
Prostate Cancer Research (PCR) assessed the costs and benefits of
prostate cancer screening programmes using the current pathway of
PSA followed by MRI and biopsy compared to a scenario in which a
test such as PSE (which was named in the report) is added after
PSA. PCR's analysis suggests that a national screening programme
incorporating a test such as PSE would generate net overall
benefits to individuals, the health and care sector and society as
a whole. Of the tests referred to in the report, only PSE's
performance comes close to the 90% sensitivity and specificity
assumed in the analysis. There are growing calls in several
countries for population-wide prostate cancer screening programmes.
PSE offers healthcare systems the possibility of implementing such
programmes without the cost and damage associated with unnecessary
biopsies and unaffordable capital investment in MRI machines and
the cost of staff to operate them.
The total number of CiRT tests
ordered since launch to the end of December 2024 were
1,527.
Like PSE, CiRT is covered by a
unique CPT/PLA code, enabling reimbursement by US insurers. In an
important milestone for the test, approval of it under New York
State Clinical Laboratory Evaluation Program's (NYS CLEP) was
obtained in October 2024. NYS CLEP is a rigorous program which
bears similarities to the FDA premarket review process. In
the FDA's final ruling on LDTs last year, they stated that they
would not enforce their premarket review process for LDTs approved
by NYS CLEP.
The PROWES Registry Study - a
prospective observational study at up to 12 sites across the US,
enrolling up to 2,500 patients - was launched in June 2024, in
order to expedite the inclusion of CiRT in the National
Comprehensive Cancer Network (NCCN) Guidelines. The wide
adoption of the CiRT test could potentially depend on the test's
inclusion in the NCCN Guidelines and the CiRT team is focused on
generating the dossier of evidence necessary to make an initial
submission to the NCCN, from patients enrolled in PROWES. CiRT
tests carried out in the study are being run on normal commercial
terms through our CLIA-accredited labs.
Prior to the launch of PROWES, CiRT
orders remained relatively static through the financial year. In
order to obtain support from senior medics for the PROWES study, it
was necessary to support uptake of the test by early-adopter
oncologists to demonstrate sufficient evidence of use and utility.
This has involved both time and cost, but once PROWES was launched
and the majority of CiRT orders began to come through the study,
the Company was able to reallocate its field sales resources to
growing orders of PSE, without increasing the overall cost
base.
In early 2025, the CiRT team expects
to make an early submission for guideline inclusion (which may be
possible before enrolment of the maximum number of patients into
PROWES). Guideline inclusion would be expected to lead to increased
routine ordering of CiRT by oncologists considering initiating or
continuing ICI therapy for patients and more straightforward
reimbursement of the test by payors.
The Group will also shortly begin
running CiRT tests on blood samples from patients enrolled in a
clinical trial of an immune checkpoint inhibitor in endometrial
cancer, for a top ten pharmaceutical company.
In October 2024, the Board announced
that it was considering a licensing or sale of Company assets such
as the EpiSwitch NST and/or EpiSwitch SCB tests. Discussions with
interested parties are at various stages of development and
continue as at the date of this statement.
The
Fundraising
The Company is proposing to raise
gross proceeds of not less than £6 million by way of the Placing
and the Subscriptions. In addition, an offer of up to 100,000,000
new Ordinary Shares will be made to existing eligible retail
investors via WRAP the ("WRAP
Offer Shares") to raise up to £500,000.
In order to reach its current
position, with two tests on the market in the US and UK, the Group
has incurred high costs, particularly in marketing costs to support
PSE and in staff costs to sell the tests and to operate the
infrastructure required to process them.
At the time of the last fundraise in
April 2024, funding was expected, with modest growth in test
orders, to last until late in Q1 of 2025. Notwithstanding recent
welcome increases in PSE and CiRT orders, growth in test orders to
the end of September 2024 was lower than forecast and this led to
an earlier requirement for additional cash resources than expected
earlier in the year.
In this context, the Board and
management initiated a series of cost-saving actions to materially
reduce the business's monthly cash cost base, whilst maintaining
support for both CiRT and PSE.
In December 2024, the Board took the
decision to change the leadership of the Company and appointed Iain
Ross as Executive Chairman. Iain will join the Board on completion
of the fundraising. It is expected that following a comprehensive
review of the business there will be a greater emphasis placed on
establishing partnerships, collaborations and licensing deals as a
way of accelerating sales and a sustainable increase in shareholder
value. As a result of this review the Directors anticipate there
will be a need to re-structure the business such that the new funds
coupled with increased revenue from third party collaborations will
maximise the Company's cash runway.
Accordingly, while acknowledging the
dilution for existing shareholders that will result from the
proposed Placing and Subscriptions, the Board believes that they
represent the best opportunity to maximise value for shareholders
from the current position.
As previously announced, in order to
help preserve the Company's cash resources, directors, PDMRs and
certain other senior staff agreed to take 25% of their net pay in
newly-issued shares. These arrangements, which are due to end in
March 2025, are effected pursuant to signed variations to
individuals' employment agreements and cannot be altered during
periods when dealing in the Company's shares is otherwise
restricted, such as results-related close periods. It is the
Board's intention, subject to these restrictions, to terminate the
variation agreements as soon as practicable following the
publication of this circular.
The Company now expects to publish
preliminary results for the year ended 30 September 2024 in
February 2025, following the completion of its financial
audit.
Participation of Directors and PDMRs
Certain Directors and PDMRs of the
Company intend to participate in the Fundraising, in aggregate, for
a total of approximately £100,000. In addition, Vulpes Investment
Management (which is controlled by Non-Executive Director, Stephen
Diggle), will participate in the Fundraising through a subscription
for 222,222,200 Subscription Shares in
consideration for drawn and to be drawn down commitments of
£1,000,000 made by Vulpes Testudo Fund under the loan between the
Company and Vulpes Testudo Fund (the "Loan") and an associated arrangement
fee of £111,111 that has been agreed with the Board. As 'related
parties' of the Company, such participations are expected to
constitute 'related party' transactions under Rule 13 of the AIM
Rules. Further information will be set out as required in future
announcements.
Placing
Jerry Keen (Head of Corporate
Broking at OAK Securities), has undertaken, in his personal
capacity, to subscribe for 100,000,000 Placing Shares in aggregate
at the Issue Price amounting to an aggregate investment of £500,000
(the "Cornerstone
Investment"). The Cornerstone Investment is conditional upon
the passing of the Resolutions.
The Board believes that raising
equity finance using the flexibility provided by a non-pre-emptive
placing is the most appropriate and optimal structure for the
Company at this time. This allows certain existing institutional
holders and new institutional and other investors the opportunity
to participate in the Placing.
The General Placing (which is not
being underwritten) is conditional, amongst other things, upon:
(a) the Resolutions set out in the Notice of General Meeting
being approved by Shareholders; (b) the VCT/EIS Placing Shares
being unconditionally allotted and issued to Placees and the
VCT/EIS Admission having taken place; (c) the Company having
complied with its obligations under the Placing Agreement to the
extent the same fall to be performed prior to General Admission;
and (d) General Admission in respect of the General Placing Shares
becoming effective on or before 8.00 a.m. on 4 February 2025 or
such later date as the Company and OAK Securities may agree (being
no later than 8.00 a.m. on 28 February 2025). The Placing Shares
are not subject to clawback.
The VCT/EIS Placing is conditional,
amongst other things, upon: (a) the passing of the Resolutions at
the General Meeting; and (b) the VCT/EIS Admission occurring on or
before 3 February 2025 (or such later date OAK Securities and the
Company may agree, not being later than 28 February
2025).
Shareholders should note that it is possible that VCT/EIS
Admission occurs but General Admission does not occur. General
Admission is conditional on VCT/EIS Admission having occurred. If
VCT/EIS Admission and General Admission do not occur, then the
Company will not receive the relevant net proceeds in respect of
VCT/EIS Admission and General Admission, and the Company may not be
able to finance the activities referred to in this
announcement.
The Company has been advised that
the VCT/EIS Placing Shares will rank as a qualifying holding for
the purposes of investment by VCTs. However, no assurance has been
obtained from HMRC or any other person that a subscription for
VCT/EIS Placing Shares is a 'qualifying holding' for the purpose of
investment by VCTs.
The Company has been advised that
the VCT/EIS Placing Shares will constitute 'eligible shares' and
that the Company will be regarded as a 'qualifying company' for the
purposes of the EIS rules. However, no assurance has been obtained
from HMRC or any other person that a subscription for VCT/EIS
Placing Shares will meet the requirements for EIS
Relief.
None of the Directors nor the
Company give any representation, warranty or undertaking that any
VCT investment in the Company is a qualifying holding, or that a
subscription for VCT/EIS Placing Shares will meet the requirements
for EIS Relief, or that VCT or EIS qualifying status or eligibility
will not be withdrawn, nor do they warrant or undertake that the
Company will conduct its activities in a way that qualifies for or
preserves its status or the status of any investment in Ordinary
Shares. Investors considering taking advantage of any of the
reliefs available to VCTs or EIS Relief should seek their own
professional advice in order that they may fully understand how the
rules apply in their individual circumstances and what they are
required to do in order to claim any reliefs (if available). The
rules governing VCT and EIS reliefs are complex. Any prospective
investors who are considering investing in VCT/EIS Placing Shares
in order to obtain VCT or EIS reliefs are recommended to take
independent tax advice from a professional tax adviser.
Subject to, inter alia, the passing of the
Resolutions, application will be made for the VCT/EIS Placing
Shares, the General Placing Shares, the Fee Shares, the
Subscription Shares and the WRAP Offer Shares to be admitted to
trading on AIM. VCT/EIS Admission is expected to occur and dealings
are expected to commence in the VCT/EIS Placing Shares on AIM at
8.00 a.m. on 3 February 2025. General Admission is expected to
occur and dealings are expected to commence on AIM in the General
Placing Shares, the Fee Shares, the Subscription Shares and the
WRAP Offer Shares at 8.00 a.m. on 4 February 2025. Shareholders and
potential investors should be aware of the possibility that VCT/EIS
Admission may occur but General Admission may not occur.
WRAP Offer
The Directors value the Company's
private investor base and believe that it is appropriate to provide
existing eligible retail investors with an opportunity to
participate in the Fundraising alongside institutional investors.
The Company therefore intends to open this opportunity to existing
eligible individual investors through the Winterflood Retail Access
Platform. Further announcements will be made shortly in connection
with the WRAP Offer.
The WRAP Offer Shares, when issued,
will be fully paid and rank pari
passu in all respects with each other and with the existing
Ordinary Shares, including, without limitation, as regards the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
The WRAP Offer is conditional on (a)
the Resolutions as set out in the Notice of General Meeting being
approved by Shareholders and (b) General Admission becoming
effective by no later than 8.00 a.m. on 4 February 2025 (or such
later date as the Company may announce, not being later than 28
February 2025).
Subscriptions
The Subscription Shares are being
subscribed for directly by the Subscribers at the Issue Price. The
Subscriptions remain conditional, among other things, upon (a) the
Resolutions as set out in the Notice of General Meeting being
approved by Shareholders and (b) General Admission becoming
effective by no later than 8.00 a.m. on 4 February 2025 (or such
later date as the Subscribers and the Company may agree, not being
later than 28 February 2025). The Subscriptions are not being
underwritten, and the Subscription Shares are not subject to
clawback.
Application will be made for the
Subscription Shares to be admitted to trading on AIM. It is
expected that the Subscription Shares will be admitted to trading
on AIM and that dealings will commence in the Subscription Shares
on AIM at 8.00 a.m. on 4 February 2025.
Issue of Fee Shares
Under the terms of the Placing
Agreement, the Company shall, in connection with the Fundraising,
pay to OAK Securities a commission of 10.0% of funds raised in the Placing, the Subscriptions and the WRAP
Offer, payable in the form of new Ordinary Shares issued at the
Issue Price ("Fee Shares").
In respect of certain investors
introduced by Baden Hill OAK Securities has agreed that 50.0% of
the commission otherwise payable to OAK Securities
in newly issued Ordinary Shares
shall be payable to Baden Hill, also payable in
newly-issued Ordinary Shares (the "Baden
Hill Fee").
Application will be made for the Fee
Shares to be admitted to trading on AIM. It is expected that the
Fee Shares will be admitted to trading on AIM and that dealings
will commence in the Fee Shares on AIM at 8.00 a.m. on 4 February
2025.
Warrant Instrument
Under the terms of the Placing
Agreement, the Company shall, in connection with the Fundraising,
pay to OAK Securities a commission of 6.0% of funds raised in the Placing, the Subscriptions and the WRAP
Offer, payable in warrants to subscribe for Ordinary Shares at the
Issue Price, which are exercisable for a period of five years, in
accordance with the terms of the Warrant
Instrument. The Warrants have not been, and
will not be, registered under the Securities Act.
Placing Agreement
Pursuant to the terms of the Placing
Agreement, OAK Securities has conditionally agreed to use its
reasonable endeavours, as agent for the Company, to procure
subscribers for the Placing Shares at the Issue Price. The Placing
Agreement contains customary warranties from the Company in favour
of OAK Securities in relation to, amongst other things, the
accuracy of the information in this announcement (and, in due
course, the Circular) and other matters relating to the Group and
its business. In addition, the Company has agreed to indemnify OAK
Securities in relation to certain liabilities it may incur in
respect of the Fundraising.
OAK Securities has the right to
terminate the Placing Agreement in certain circumstances prior to
VCT/EIS Admission or General Admission, in particular, in the event
of a material breach of the warranties given in the Placing
Agreement, breach by the Company of any of its material obligations
under the Placing Agreement, the occurrence of a force majeure
event or a material adverse change affecting, amongst other things,
the Placing or dealings in the New Ordinary Shares in the secondary
market.
Settlement and
dealings
Applications will be made to the
London Stock Exchange for the VCT/EIS Placing Shares and for the
New Ordinary Shares (other than the VCT/EIS Placing Shares) to be
admitted to trading on AIM. It is expected that VCT/EIS Admission
will become effective and dealings in the VCT/EIS Placing Shares
will commence on AIM at 8.00 a.m. on 3 February 2025 and that
General Admission will become effective and dealings in the General
Placing Shares, the Fee Shares, the Subscription Shares and the
WRAP Offer Shares will commence on AIM at 8.00 a.m. on 4 February
2025, subject to the passing of the Resolutions at the General
Meeting.
The Placing Shares, the Fee Shares,
the Subscription Shares and the WRAP Offer Shares will, on the
relevant Admission, 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 the relevant
Admission.
Reorganisation of Share Capital
As the Company is not permitted by
law to issue shares at an issue price which is below their nominal
value, the Company's ability to raise funds from investors has been
limited due to the proximity of the market price of the shares to
their nominal value. While the Board's objective has been to
achieve the highest possible issue price for the Company when
issuing shares, in order to enable the Company to issue shares at
an issue price which exceeds their nominal value but provide a
sufficient discount to their market price, Shareholder approval is
being sought to complete a sub-division of the ordinary share
capital of the Company. Each of the Existing Ordinary Shares will
be sub-divided into one Ordinary Share and one Deferred Share.
Accordingly, the Directors are seeking Shareholders' authority to
implement the Share Capital Reorganisation to create a sufficient
differential between the nominal value of the Ordinary Shares and
their market price.
To give effect to the Share Capital
Reorganisation, the Articles will need to be amended to make
changes to allow the creation of the Deferred Shares. These
amendments will also require Shareholders' approval at the General
Meeting.
The first Resolution to be proposed
at the General Meeting is to authorise the implementation of the
Share Capital Reorganisation and to reduce the nominal value of the
Existing Ordinary Shares and is conditional upon all other
Resolutions being passed.
Details of the Share Capital
Reorganisation and the proposed amendments to the Articles are set
out below.
Share Capital
Reorganisation
As at 14 January 2025, being the
latest practicable date prior to the publication of this Circular,
the total issued share capital of the Company was £3,193,192.26
divided into 319,319,226 Existing Ordinary Shares. It is proposed
that to effect the Share Capital Reorganisation, each of the
319,319,226 Existing Ordinary Shares will be sub-divided and
re-designated as one Ordinary Share of £0.001 each in the capital
of the Company and one Deferred Share of £0.009 each in the capital
of the Company. Following the Share Capital Reorganisation, there
will be 319,319,226 Ordinary Shares of £0.001 each and 319,319,226
Deferred Shares of £0.009.
Ordinary Shares
As all of the Existing Ordinary
Shares will be sub-divided and re-designated, the proportion of the
issued share capital of the Company held by each Shareholder
immediately following the Share Capital Reorganisation will remain
unchanged. In addition, apart from having a different nominal
value, each Ordinary Share with a nominal value of £0.001 will
carry the same rights and represent the same proportionate interest
in the Company, as set out in the Articles that currently apply to
the Existing Ordinary Shares.
A request will be made to the AIM to
reflect the sub-division of the Existing Ordinary Shares
("Reorganisation
Admission"). Reorganisation Admission is expected to occur
at 8.00 a.m. on 3 February 2025.
Based on current UK tax legislation,
the Share Capital Reorganisation should not be treated as a
disposal for the purposes of UK capital gains tax. The Share
Capital Reorganisation should also not be treated as giving rise to
any distribution for income tax purposes. If you are in any doubt
as to your personal tax status, you should consult your own
professional adviser.
Shareholders who hold their Existing
Ordinary Shares in uncertificated form through CREST should expect
to see the security description updated under the existing ISIN
number, in order to reflect their holding in Ordinary Shares on 3
February 2025.
No new share certificates
representing the Ordinary Shares will be sent to Shareholders who
hold Existing Ordinary Shares in certificated form following the
Share Capital Reorganisation. Accordingly, share certificates for
the Existing Ordinary Shares will remain valid, and will only be
replaced when the old share certificates are surrendered for
cancellation following the transfer, transmission or other disposal
of Ordinary Shares.
Deferred Shares
The Deferred Shares created will be
effectively valueless as they will not carry any rights to vote or
dividend rights. In addition, holders of Deferred Shares will only
be entitled to a payment on a return of capital or on a winding up
of the Company after each of the holders of Ordinary Shares have
received a payment of £1,000,000 on each such share. The Deferred
Shares will not be listed on AIM and will not be transferable
without the prior written consent of the Board. No share
certificates will be issued in respect of the Deferred Shares, nor
will CREST accounts of Shareholders be credited in respect of any
entitlement to Deferred Shares.
The intention is that Deferred
Shares will be bought back and cancelled in due course.
Changes to the Articles
In connection with the Share Capital
Reorganisation, the Company also proposes to amend the Articles to
include the rights and restrictions attaching to the Deferred
Shares, as set out above. The Resolutions include a resolution to
amend the Articles by including a new Article setting out the
rights of the Deferred Shares as summarised above, as well as to
amend the definition of "Ordinary Shares" included in the Articles
to refer to a nominal value of £0.001.
Working Capital
The Directors are of the opinion,
having made due and careful enquiry, that, taking into account the
net proceeds of the Placing and the Subscriptions and the revenue
and other operating income that the Company expects to generate
over the period, and assuming some
additional income from potential partnerships, collaborations or
licensing deals that the Directors expect to conclude during the
course of 2025, the working capital
available to the Company is sufficient for its requirements for 12
months from the date of this announcement.
Use
of proceeds
The Company will use the net
proceeds of the Fundraising as working capital to support its
ongoing commercial development including:
· seeking to continue growth in PSE & CiRT sales
orders;
· seeking third party validation by actively establishing
partnerships, collaborations and licensing deals within the
diagnostic/pharmaceutical sector; and
· restructuring the business as necessary to maintain realistic
cost base for a Company of OBD's size.
Posting of Shareholder Circular and Notice of General
Meeting
The Fundraising is conditional upon,
amongst other things, the approval by the Shareholders of the
Resolutions to be proposed at the General Meeting. The Resolutions
must be passed by Shareholders at the General Meeting in order for
the Fundraising to proceed.
A circular to Shareholders (the
"Circular") convening a
general meeting of the Company to be held at 3140 Rowan Place,
Oxford Business Park South, Oxford, OX4 2WB on 31 January 2025,
will be posted on 15 January 2025 and will be available to download
on the Company's website at
www.oxfordbiodynamics.com/investors.
Should Shareholders wish to ask any
questions in relation to the Resolutions, they are encouraged to
contact the Company prior to the General Meeting by email to the
Company Secretary at investorrelations@oxfordbiodynamics.com with
the subject line 'GM Question'.
Related Party Transactions
As disclosed on his appointment in
December 2020, Non-Executive Chairman of the Company, Matthew
Wakefield, is a partner and shareholder in Baden Hill, which has
previously raised capital for the Company and is acting as
sub-agent to OAK Securities in connection with the Placing. In
respect of certain investors introduced by Baden Hill, the Company
and OAK Securities have agreed that 5.0% commission that would
otherwise be payable to OAK Securities in newly-issued Ordinary
Shares shall be payable to Baden Hill, also payable in newly-issued
Ordinary Shares (the "Baden Hill
Fee"). As Non-Executive Chairman of the Company, Matthew
Wakefield is a 'related party' as defined in the AIM Rules.
Accordingly, the payment of the Baden Hill Fee is a 'related party'
transaction (the "Baden Hill
Transaction") pursuant to Rule 13 of the AIM
Rules.
The Directors of the Company
independent of the Baden Hill Transaction (being Dr Alexandre
Akoulitchev, Stephen Diggle, Dr David Holbrook and Paul Stockdale),
having consulted with the Company's nominated adviser, SCC,
consider the terms of the Baden Hill Transaction to be fair and
reasonable insofar as the Company's Shareholders are
concerned.
Recommendation
The
Directors consider the Fundraising to be in the best interests of
the Company and its Shareholders as a whole and, accordingly,
unanimously recommend Shareholders to vote in favour of the
Resolutions to be proposed at the General Meeting as those
Directors who hold Ordinary Shares will do in respect of their
beneficial holdings amounting, in aggregate, to 40,070,771 Ordinary
Shares as at 14 January 2025 (being the last practicable date prior
to the date of this announcement), representing 12.5% of the
Company's issued share capital prior to the issue of the New
Ordinary Shares.
The
Fundraising is conditional, amongst other things, upon the passing
of the Resolutions at the General Meeting. Shareholders should be
aware that, if the Resolutions are not passed at the General
Meeting, then the Fundraising will not proceed.
-Ends-
For
more information:
Oxford BioDynamics
PLC Matthew Wakefield,
Non-Executive Chairman
Paul Stockdale, CFO
|
+44
(0)1865 518910
|
OAK Securities - Sole
Broker to
the
Fundraise
Jerry Keen
/ Henry Clarke / Damion Carruel
Interested
investors should contact their regular sales contact at OAK
Securities
|
+44 (0)203
973 3678 jerry.keen@oak-securities.com
damion.carruel@oak-securities.com
henry.clarke@oak-securities.com
|
Shore Capital - Nominated
Adviser Stephane Auton / Lucy
Bowden
|
+44 (0)20
7408 4090
|
WG
Partners - Financial Adviser to OBD
David
Wilson / Claes Spång / Satheesh Nadarajah /
Erland Sternby
|
+44 (0)20
3705 9330
|
Vigo Consulting - Media /
Analyst enquiries for OBD
Rozi Morris
|
+44 (0)20
7390 0230
obd@vigoconsulting.com
|
EXPECTED TIMETABLE OF PRINCIPAL
EVENTS
Publication of the
Circular
|
15 January
2025
|
Latest time and date for receipt of
Forms of Proxy
|
10.00 a.m.
on 29 January 2025
|
General Meeting
|
10.00 a.m.
on 31 January 2025
|
Announcement of results of General
Meeting
|
31 January
2025
|
Reorganisation Admission
|
8.00 a.m.
on 3 February 2025
|
VCT/EIS Admission and commencement
of dealings in the VCT/EIS Placing Shares on AIM
|
8.00 a.m.
on 3 February 2025
|
Crediting of the VCT/EIS Placing
Shares in uncertificated form to CREST accounts
|
3 February
2025
|
General Admission and commencement
of dealings in the General Placing Shares, the Subscription Shares
and the WRAP Offer Shares on AIM
|
8.00 a.m.
on 4 February 2025
|
Crediting of the General Placing
Shares, the Subscription Shares and the WRAP Offer Shares in
uncertificated form to CREST accounts
|
4 February
2025
|
Despatch of share certificates in
respect of the New Ordinary Shares
(if applicable)
|
within 10
business days of General Admission
|
Notes:
1.
All references to times
in this announcement are to London time.
2.
The dates and times set
out in the above timetable and in the rest of this announcement are
indicative and are subject to change. If any such dates and times
should change, the revised times and/or dates will be notified by
announcement via RNS.
3.
All events in the above
timetable scheduled to take place after the General Meeting are
conditional on the approval by the Shareholders of the
Resolutions.
DEFINITIONS
The following definitions apply throughout this
announcement (unless the context otherwise requires):
"2024 AGM"
|
the annual general meeting of the
Company held on 27 March 2024;
|
"Act"
|
the Companies Act 2006 (as amended
from time to time);
|
"Admission"
|
VCT/EIS Admission in the context of
the VCT/EIS Placing Shares and General Admission in the context of
the General Placing Shares, the Fee Shares, the Subscription Shares
and the WRAP Offer Shares;
|
"AIM"
|
AIM, the market of that name
operated by the London Stock Exchange;
|
"AIM Rules"
|
the 'AIM Rules for Companies'
published by the London Stock Exchange (as amended from time to
time);
|
"Articles"
|
the articles of association of the
Company dated 15 September 2016;
|
"Circular"
|
the circular to shareholders of the
Company to be published by the Company in relation to the
Fundraising and which will contain notice of the General
Meeting;
|
"Company"
|
Oxford BioDynamics PLC, a company
incorporated and registered in England and Wales with registered
number 06227084;
|
"CREST"
|
the relevant system (as defined in
the CREST Regulations) in respect of which Euroclear is the
operator (as defined in those regulations), which facilitates the
transfer of title to shares in uncertificated form;
|
"CREST Manual"
|
the CREST reference manual as
published by Euroclear;
|
"CREST Member"
|
a person who has been admitted to
Euroclear as a system-member (as defined in the CREST
Regulations);
|
"CREST Regulations"
|
the Uncertificated Securities
Regulations 2001 (S.I. 2001 No. 3755) (as amended from time to
time);
|
"Deferred Shares"
|
the proposed new deferred shares of
£0.009 each in the capital of the Company resulting from the Share
Capital Reorganisation;
|
"Directors" or "Board"
|
the directors of the Company or any
duly authorised committee thereof;
|
"EIS"
|
the Enterprise Investment Scheme
under part 5 of the Income Tax Act 2007 (as amended);
|
"EIS Relief"
|
the relief claimed by any holder of
the VCT/EIS Placing Shares under Part 5 of the ITA 2007 or
exemption or relief available under sections 150A, 150C and
Schedule 5B Taxation of Chargeable Gains Act 1992;
|
"Enlarged Share Capital"
|
the issued share capital of the
Company following General Admission (including the New Ordinary
Shares);
|
"Euroclear"
|
Euroclear UK & International
Limited, the operator of CREST;
|
"Existing Ordinary Shares"
|
319,319,226 ordinary shares of £0.01
(1 penny) each in the capital of the Company in issue at the date
of this announcement;
|
"FCA"
|
the UK Financial Conduct
Authority;
|
"Fee Shares"
|
New Ordinary Shares to be issued to
OAK Securities and Northland Capital Partners Limited, trading as
Baden Hill, acting as sub-agent to OAK Securities, as commission in
connection with the Fundraising;
|
"FSMA"
|
the Financial Services and Markets
Act 2000 (as amended from time to time);
|
"Fundraising"
|
the Placing, the Subscriptions and
the WRAP Offer;
|
"General Admission"
|
admission of the General Placing
Shares, the Fee Shares, the Subscription Shares and the WRAP Offer
Shares to trading on AIM becoming effective in accordance with Rule
6 of the AIM Rules;
|
"General Meeting"
|
the general meeting of the Company
to be convened to be held at 10.00 a.m. on 31 January 2025 or following any adjournment
or postponement thereof;
|
"General Placing"
|
the conditional placing of the
General Placing Shares to Placees;
|
"General Placing Shares"
|
New Ordinary Shares to be issued,
conditional on General Admission, under the General
Placing;
|
"Group"
|
the Company and its subsidiaries (as
defined in the Act) as at the date of this announcement;
|
"HMRC"
|
His Majesty's Revenue and
Customs
|
"ISIN"
|
International Securities
Identification Number;
|
"Issue Price"
|
0.5 pence per New Ordinary
Share;
|
"ITA 2007"
|
the Income Tax Act 2007;
|
"London Stock Exchange"
|
London Stock Exchange
plc;
|
"New Ordinary Shares"
|
together, the Fee Shares, the
Placing Shares, the WRAP Offer Shares and the Subscription
Shares;
|
"Notice of General Meeting"
|
the notice convening the General
Meeting, which is to be included in the Circular;
|
"OAK Securities"
|
OAK Securities, the trading name of
Merlin Partners LLP, a firm incorporated in the United Kingdom and
regulated by the FCA;
|
"Ordinary Shares"
|
prior to the Share Capital
Reorganisation, the Company's ordinary shares of £0.01 (1 penny)
each and following the Share Capital Reorganisation, the Company's
ordinary shares of £0.001 each;
|
"Placee"
|
any person who has agreed to
subscribe for Placing Shares pursuant to the Placing;
|
"Placing"
|
the VCT/EIS Placing and the General
Placing;
|
"Placing Agreement"
|
the agreement dated
14 January 2025 between: (1) OAK
Securities and (2) the Company, relating to the Placing, further
details of which are set out in this
announcement;
|
"Placing Shares"
|
New Ordinary Shares which are to be
issued under the Placing;
|
"Prospectus Regulation"
|
Regulation (EU) No 2017/1129, as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act
2018;
|
"Prospectus Rules"
|
the rules made for the purposes of
Part VI of the FSMA in relation to offers of securities to the
public and admission of securities to trading on a regulated
market;
|
"Registrar"
|
Neville Registrars
Limited;
|
"Reorganisation Admission"
|
admission of the Ordinary Shares of
£0.001 each following the Share Capital Reorganisation;
|
"Resolutions"
|
the resolutions to be set out in the
Notice of General Meeting;
|
"RNS"
|
a regulatory information service
operated by the London Stock Exchange as defined in the AIM
Rules;
|
"Securities Act"
|
the United States Securities Act of
1933, as amended;
|
"Share Capital Reorganisation"
|
the proposed sub-division and
re-designation of each Existing Ordinary Share into one ordinary
share of £0.001 and one deferred share of £0.009;
|
"Shareholders"
|
holders of the Ordinary Shares of
the Company from time to time;
|
"Shore Capital"
|
Shore Capital and Corporate Limited,
the Company's nominated adviser for the purposes of the AIM
Rules;
|
"Subscribers"
|
those persons who intend to
subscribe for Subscription Shares pursuant to the
Subscriptions;
|
"Subscriptions"
|
the subscriptions for the
Subscription Shares by the Subscribers;
|
"Subscription Shares"
|
New Ordinary Shares proposed to be
issued to Subscribers pursuant to the Subscriptions;
|
"UK"
|
the United Kingdom of Great Britain
and Northern Ireland;
|
"UK
Market Abuse Regulation"
|
the Market Abuse Regulation
(Regulation 596/2014) (as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, as
amended);
|
"uncertificated form"
|
Ordinary Shares recorded on the
share register as being held in uncertificated form in CREST and
title to which, by virtue of the CREST Regulations, may be
transferred within the CREST settlement system;
|
"US" or "USA"
|
the United States of America, its
territories, possessions and all areas subject to its
jurisdiction;
|
"VCT"
|
a venture capital trust under part 6
of the Income Tax Act 2007;
|
"VCT/EIS Admission"
|
admission of the VCT/EIS Placing
Shares to trading on AIM becoming effective in accordance with Rule
6 of the AIM Rules;
|
"VCT/EIS Placing"
|
the conditional placing of the
VCT/EIS Placing Shares to Placees;
|
"VCT/EIS Placing Shares"
|
New Ordinary Shares to be issued,
conditional on VCT/EIS Admission, under the VCT/EIS
Placing;
|
"Vulpes Investment Management"
|
Vulpes Investment Management Pte.
Ltd;
|
"Warrant Instrument"
|
the instrument constituting the
Warrants to be executed prior to
Admission;
|
"Warrants"
|
the unlisted warrants
to subscribe for new Ordinary Shares (on the basis
of one new Ordinary Share for each Warrant) at the Issue Price and
otherwise in accordance with the terms of the Warrant Instrument,
to be issued to OAK Securities conditional on the passing of the
Resolutions and completion of the Fundraising, as further commission in connection with the
Fundraising;
|
"WRAP"
|
the Winterflood Retail Access
Platform;
|
"WRAP Offer"
|
the offer of New Ordinary Shares
made to investors through WRAP; and
|
"WRAP Offer Shares"
|
up to 100,000,000 New Ordinary Shares, which are to be
issued pursuant to the WRAP Offer at the Issue
Price.
|
APPENDIX
TERMS AND CONDITIONS OF THE
PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) (THE
"ANNOUNCEMENT") IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
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.
Capitalised terms not otherwise
defined in this Appendix are as defined in the section headed
'Definitions' in this Announcement of which this Appendix forms a
part.
These Terms and Conditions do not
constitute an offer or invitation to acquire, underwrite or dispose
of, or any solicitation of any offer or invitation to acquire,
underwrite or dispose of, any Placing Shares or other securities of
the Company to any person in any jurisdiction to whom it is
unlawful to make such offer, invitation or solicitation in such
jurisdiction. Persons who seek to participate in the Placing
("Placees") must inform themselves about and observe any such
restrictions and must be persons who are able to lawfully receive
this Announcement in their jurisdiction. In particular, these Terms
and Conditions do not constitute an offer or invitation (or a
solicitation of any offer or invitation) to acquire, underwrite or
dispose of or otherwise deal in any Placing Shares or other
securities of the Company in the United States of America, its
territories and possessions ("United States"), Canada, Australia, Japan, Republic
of Ireland or the Republic of South Africa or in any other
jurisdiction in which any such offer, invitation or solicitation is
or would be unlawful ("Restricted
Jurisdiction").
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 or
with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, renounced, delivered or transferred, directly or
indirectly, in the United States or to or by a person resident in
or for the account of any person in the United States absent
registration under the Securities Act or pursuant to an available
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States.
No public offering of the Placing
Shares is being made in the United Kingdom or elsewhere. Members of
the public are not eligible to take part in the placing and no
public offering of Placing Shares is being or will be made. This
Announcement and the terms and conditions set out and referred to
in it are directed only at persons selected by OAK Securities who
are (a) if in the United Kingdom, persons who (i) have professional
experience in matters relating to investments falling within
article 19(1) of The Financial Services and Markets Act (Financial
Promotion) Order 2005, as amended ("FPO")
and who fall within the definition of 'investment professionals' in
article 19(5) of the FPO or fall within the definition of 'high net
worth companies, unincorporated associations etc.' in article
49(2)(a) to (d) of the FPO and (ii) are 'qualified investors'
("UK Qualified
Investors")
being persons within the meaning of article 2(e) of Regulation (EU)
2017/1129 (as amended) as it forms part of UK domestic law by
virtue of, the European Union (Withdrawal) Act 2018 (as amended)
(the "UK Prospectus
Regulation"); (b) if in a member state of the European Economic Area
("EEA"), persons who are 'qualified
investors' ("EEA Qualified
Investors")
being persons falling within the meaning of article 2(e) of
Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation"); or (c) persons to whom it may
otherwise lawfully be communicated (all such persons referred to in
(a), (b) and (c) together being referred to as "Relevant Persons").
No action has been taken by the
Company, OAK Securities, or any of their respective directors,
officers, partners, agents, employees or affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement.
This Announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company. This Announcement and the terms and conditions set out
herein must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. Distribution of this
Announcement in certain jurisdictions may be restricted or
prohibited by law. Persons distributing this announcement must
satisfy themselves that it is lawful to do so.
These Terms and Conditions apply to
Placees, each of whom confirms his or its agreement, whether by
telephone or otherwise, with OAK Securities, the sole broker, to
subscribe and pay for Placing Shares in the Placing, and hereby
agrees with OAK Securities and the Company to be legally and
irrevocably bound by these Terms and Conditions which will be the
Terms and Conditions on which the Placing Shares will be acquired
in the Placing and each such Placee 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 in this
Appendix.
These Terms and Conditions must not
be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which the Terms and
Conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. A Placee
may not assign, transfer, or in any manner, deal with its rights or
obligations under the agreement arising from the acceptance of the
Placing, without the prior written agreement of OAK Securities or
in accordance with all relevant requirements.
All times and dates in this Appendix
are references to times and dates in London (United
Kingdom).
Any indication in this Announcement
of the price at which the Company's shares 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.
OAK Securities is authorised and
regulated by the FCA in the United Kingdom. OAK Securities is
acting exclusively for the Company and for no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of OAK Securities or for providing advice in relation to
the Placing, or any other matters referred to in this
Announcement.
Save for the responsibilities and
liabilities, if any, of OAK Securities under FSMA or the regulatory
regime established thereunder or in respect of fraudulent
misrepresentation, no representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by or on behalf
of OAK Securities or by its affiliates, agents, directors, officers
and employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Persons who are invited to and who
choose to participate in the Placing, by making an oral or written
offer to acquire Placing Shares, including any individuals, funds
or others on whose behalf a commitment to acquire Placing Shares is
given, will be deemed to have read and understood this Announcement
in its entirety and to be making such offer on these Terms and
Conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:-
i.
it is a Relevant Person (as defined above) and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
ii. it is acquiring the Placing Shares for its own account or for
an account with respect to which it exercises sole investment
discretion;
iii. if
it is in the United Kingdom and/or if it is a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation, any Placing Shares acquired by it in the
Placing will not be acquired or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
the United Kingdom other than to UK Qualified Investors or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in the United Kingdom to UK
Qualified Investors, or in circumstances in which the prior consent
of OAK Securities has been given to each such proposed offer or
resale; and
iv. if
it is in a member state of the EEA and/or if it is a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation, any Placing Shares acquired or subscribed
for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
any member state of the EEA other than to EEA Qualified Investors
or in circumstances which may give rise to an offer of securities
to the public other than an offer or resale in a member state of
the EEA to EEA Qualified Investors, or in circumstances in which
the prior consent of OAK Securities has been given to each such
proposed offer or resale.
OAK Securities does not make any
representation to any Placees regarding an investment in the
Placing Shares.
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 OAK Securities.
All obligations of OAK Securities
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'.
Information to Distributors
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the
"UK Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any 'manufacturer' (for the
purposes of the UK Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to
a product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of 'retail
investors' and investors who meet the criteria of 'professional
clients' and 'eligible counterparties', each as defined in the FCA
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the
"UK Target Market
Assessment").
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
("MiFID
II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance
Requirements") and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of 'retail investors' and investors who meet the
criteria of 'professional clients' and 'eligible counterparties',
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II
(the "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 in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessments, OAK Securities 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 Chapters 9A or
10A, respectively of the FCA Handbook Conduct of Business
Sourcebook (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.
Timetable for the Placing
Various dates referred to in this
Announcement are stated on the basis of the expected timetable for
the Placing. It is possible that some of these dates may be
changed. To facilitate the application for VCT relief in respect of
the VCT/EIS Placing Shares, such shares will be allotted on 3
February 2025 conditional upon Admission of such shares becoming
effective on 3 February 2025 ("VCT/EIS Admission"). The General Placing Shares will be
allotted on 4 February 2025, conditional upon Admission of such
shares becoming effective on 4 February 2025 ("General Admission").
Terms of the Placing
OAK Securities has, prior to the
notification of this Announcement to the RNS, entered into the
Placing Agreement with the Company under which OAK Securities has
undertaken, on the terms and subject to the conditions set out
therein, to use its reasonable endeavours as agent of the Company,
to procure Placees for the Placing Shares. This Appendix gives
details of the terms and conditions of, and the mechanics for
participation in, the Placing.
Each Placee's commitment to
subscribe for Placing Shares under the Placing and to participate
in the Bookbuild (as defined below) will be agreed (by email,
orally or otherwise) with OAK Securities and such agreement will
constitute a binding irrevocable commitment by a Placee, subject to
the Terms and Conditions set out in this Appendix, to subscribe for
and pay for Placing Shares ("Placing Participation") at the Issue Price of 0.5 pence per Placing Share
("Placing
Price"). Such commitment is not capable of variation, termination or
rescission by the Placee in any circumstances except fraud. Upon
such agreement, each Placee has an immediate, separate, irrevocable
and binding obligation owed to OAK Securities, as agent for the
Company, to pay the OAK Securities (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
total number of Placing Shares such Placee has agreed to subscribe
for in the Placing. All such obligations are entered into by the
Placee with OAK Securities, acting in its capacity as agent of the
Company, and are therefore directly enforceable by the
Company.
Each Placee's allocation of Placing
Shares will be agreed between OAK Securities and the Company and
will be confirmed by email or orally to each Placee by OAK
Securities (as agent for the Company) as soon as possible following
the closing of the Bookbuild and confirmed in writing, including
the aggregate amount owed by such Placee to OAK Securities and
settlement instructions ("Contract Confirmation"). The confirmation to such Placee by
OAK Securities (as agent for the Company) constitutes an
irrevocable legally binding commitment upon that person (who will
at that point become a Placee) in favour of OAK Securities and the
Company to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under 'Conditions of
the Placing' and to the Placing not being terminated on the basis
referred to below under 'Right to terminate the Placing Agreement'.
By participating in Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission
or termination by the Placee.
OAK Securities and its affiliates
are entitled to enter bids as principal in the Placing.
Irrespective of the time at which a
Placee's allocation pursuant to the Placing is confirmed,
settlement for all Placing Shares to be subscribed for pursuant to
the Placing will be required to be made at the same time, on the
basis explained below under 'Registration and
Settlement'.
The Company confirms that the
Placing Shares will when issued, subject to the constitution of the
Company, rank pari passu
in all respects and form one class with the existing Ordinary
Shares of the Company in issue on Admission, including the right to
receive dividends or other distributions after the date of issue of
the Placing Shares, if any. The Placing Shares are or will be
issued free of any encumbrance, lien or other security
interest.
Applications for Admission
Applications will be made to the
London Stock Exchange for VCT/EIS Admission in respect of the
VCT/EIS Placing Shares and General Admission in respect of the
General Placing Shares, in each case to trading on the AIM, the
market of that name operated by the London Stock Exchange
("AIM"). Subject to the Resolutions being
passed at the General Meeting of the Company, the details of which
are set out in the Circular, it is anticipated that VCT/EIS
Admission in respect of the VCT/EIS Placing Shares to trading on
AIM will become effective at 8.00am on 3 February 2025 and dealings
in the VCT/EIS Placing Shares will commence at that time.
Settlement of the General Placing Shares and General Admission is
anticipated to become effective at 8.00am on 4 February 2025 and
dealings in the General Placing Shares to commence at that time and
date for normal account settlement.
Bookbuild
The Placing will be conducted
through an accelerated bookbuilding process (the "Bookbuild" or the "Bookbuilding Process"), which will be
launched immediately following this Announcement. The timing of the
closing of the Bookbuild and allocations are at the absolute
discretion of OAK Securities
and the Company. It is currently envisaged that
the result of the Bookbuilding Process will be announced via the
RNS tomorrow, 15 January 2025
at 7.00 a.m.
EIS
and VCT
The VCT/EIS Placing Shares to be
issued pursuant to the VCT Placing are intended to rank as
'eligible shares' for the purposes of EIS and VCT investors and a
'qualifying holding' for the purposes of an investment by VCTs,
each pursuant to the relevant respective sections of the Income Tax
Act 2007 ("ITA
2007"). The
Company has not applied for, nor has it received, an advanced
assurance from HM Revenue & Customs ("HMRC")
in respect of EIS qualification, but the Company has obtained a
written opinion from specialist tax advisers confirming that the
Company would, subject to the relevant limits on such issuances, be
able to issue the VCT/EIS Placing Shares as 'eligible shares' under
the relevant sections of the ITA 2007. Neither the Company nor the
Directors give any warranties or undertakings that EIS Reliefs or
VCT reliefs will be granted in respect of the VCT/EIS Placing
Shares and neither the Company nor the Directors give any
warranties or undertakings that EIS Reliefs or VCT reliefs, if
granted, will not be withdrawn at a later date. If the Company
carries on activities beyond those disclosed to HMRC, then
shareholders may cease to qualify for the tax benefits. Placees
must take their own advice and rely on it.
The rules governing VCT and EIS
reliefs are complex. Any prospective investors who are
considering investing in VCT/EIS Placing Shares in order to obtain VCT
or EIS reliefs are recommended to take independent tax advice from
a professional tax adviser.
Scaling back
OAK Securities (after consulting
with the Company) reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee or the number of
Placing Shares to be subscribed for by all Placees in aggregate.
OAK Securities also reserves the right not to offer allocations of
Placing Shares to any person and not to accept offers to subscribe
for Placing Shares or to accept such offers in part rather than in
whole. OAK Securities shall be entitled to effect the Placing
by such alternative method to the Bookbuild as it shall in its sole
discretion lawfully determine in the exercise of its appointment
and the powers, authority and discretion conferred on it as the
sole broker.
To the fullest extent permissible by
law, neither OAK Securities nor any holding company of OAK
Securities, nor any subsidiary, branch or affiliate of any of OAK
Securities (each an "Affiliate") nor any person acting on behalf of any of the foregoing
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither
OAK Securities, nor any of its Affiliates nor any person acting on
behalf of any such person shall have any liability to Placees in
respect of its conduct of the Placing.
Placing Agreement
Pursuant to the Placing Agreement,
OAK Securities has agreed on behalf of and as agent of the Company
to use its reasonable endeavours to procure persons to subscribe
for the Placing Shares at the Placing Price, subject to these Terms
and Conditions. The Placing will not be underwritten.
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 OAK Securities
under the Placing Agreement in respect of the VCT/EIS
Placing Shares are
conditional, inter alia, on:-
·
the publication of the Circular on the Company's
website and its despatch by the Company by first class post to
shareholders of the Company (save as set out in the Placing
Agreement) on 15 January 2025
(or as soon as possible thereafter but no later
than 28 February 2025);
·
the passing of the Resolutions (including those to
facilitate the Share Capital Reorganisation) set out in the notice
of the General Meeting of the Company set out at the end of the
Circular, without
amendment;
·
the Company allotting, subject only to VCT/EIS
Admission, the VCT/EIS Placing
Shares in accordance with the Placing
Agreement;
·
the Company having complied with its obligations
under the Placing Agreement; and
·
VCT/EIS Admission taking place not later than
8.00am on 3 February 2025 or such later time or date as the Company
and OAK Securities may otherwise agree (but not being later than
8.00am on the Long Stop Date).
The obligations of OAK Securities
under the Placing Agreement in respect of the General Placing
Shares are conditional, inter alia, on:-
·
the VCT/EIS Placing
Shares being unconditionally allotted and issued
to the relevant Placees on VCT/EIS Admission and VCT/EIS Admission
having occurred;
·
the Company allotting, subject only to General
Admission, the General Placing Shares in accordance with the
Placing Agreement;
·
the Company having complied with its obligations
under the Placing Agreement; and
·
General Admission taking place not later than
8.00am on 4 February 2025 or such later time or date as the Company
and OAK Securities may otherwise agree (but not being later than
8.00am on the Long Stop Date).
The Placing Agreement contains,
inter alia, certain warranties and indemnities from the Company for
the benefit of OAK Securities.
If any of the conditions contained
in the Placing Agreement ("Conditions") are not fulfilled (or, where appropriate, waived in whole or
part by OAK Securities) by the times and dates stated (or such
later dates as OAK Securities and the Company may agree, being not
later than 28 February 2025) the Placing Agreement shall cease and
determine and no party to the Placing Agreement will have any claim
against any other party for costs, damages, charges, compensation
or otherwise except that, amongst other things, OAK Securities
shall return to prospective Placees, in accordance with the Terms
and Conditions, any monies received from them.
OAK Securities may, in its absolute
discretion and upon such terms as it thinks fit, waive or extend
the time for fulfilment of all or any part of any of the Conditions
which are capable of waiver or extension by them, but provided that
the latest time for fulfilment of any Condition shall not be later
than 8.00 a.m. on 28 February 2025. Any such waiver or extension
will not affect Placees' commitments as set out in this
Announcement.
Right to terminate the Placing Agreement
OAK Securities may, in its absolute
discretion, terminate the Placing Agreement, inter alia,
if:-
(i)
the sum of the aggregate number of Placing Shares set out in the
notice given by OAK Securities to the Company of, inter alia, the numbers of the Placing Shares resulting
from the Bookbuild multiplied by the
Placing Price, together with the sum of the
aggregate final confirmed number of Subscription Shares multiplied
by the Issue Price, is less than £6 million
in aggregate (and OAK Securities and the Company do not agree such
lesser sum);
(ii)
the Company is in breach of any of its
material obligations under the Placing
Agreement or cannot comply with any such
material obligation;
(iii)
any of the Warranties is, or as repeated
immediately prior to and on VCT/EIS Admission and General Admission (by reference to the
facts, circumstances and knowledge, opinions, intentions and
expectations of the Company) would cause it to be untrue or
inaccurate or misleading in any material respect; or
(iv)
there occurs or arises prior to VCT/EIS Admission
and General Admission any significant change or new material matter
which would require to be notified to shareholders of the Company
or potential Placees (except to the extent that a supplementary
announcement or a supplementary Circular is published by the
Company); or
(v)
the Company fails to accept the reasonable advice of OAK Securities
on a material matter concerning action to be taken in respect of or
in relation to the Placing, VCT/EIS Admission, General Admission or
any other material matter contained in this Announcement or the
Circular; or
(vi)
the Company is in material breach of the Act, the AIM Rules for
Companies, MAR, the Disclosure Guidance and Transparency Rules
("DTRs"),
the FSMA or any other laws or regulations to which the Company or
any Group Company and/or the Directors are subject from time to
time and, to the extent it can be remedied, such breach has not
been remedied within five (5) Business Days;
(vii)
OAK Securities (acting
reasonably, in good faith and at its sole discretion) is not
satisfied that it can proceed with the Placing, VCT/EIS Admission
or General Admission without defaulting on its responsibilities
under the FSMA, MAR or any other material regulatory requirement;
or
(viii)
any event of 'Force Majeure' (as defined in the Placing Agreement)
occurs prior to VCT/EIS Admission or General Admission which
prevents any party not seeking to terminate from performing its
obligations under this Agreement; or
(ix)
at any time prior to VCT/EIS Admission or General Admission,
OAK Securities becomes
aware of any substantial change in any national or international
political, military, diplomatic, economic, financial or market
conditions (including disruption to trading on any relevant stock
exchange) or currency exchange rates or exchange controls or any
statutory or regulatory matter which, in the opinion of
OAK Securities (acting
reasonably, in good faith and after such consultation with the
Company as shall be practicable in the circumstances), would have
or be likely to have a material and adverse effect on the Placing,
the WRAP Offer or dealings in the New Ordinary Shares in the
secondary market or is of such magnitude to render the Placing or
the creation of a market in the New Ordinary Shares temporarily or
permanently impracticable or inadvisable;
(x)
it shall come to the notice of OAK Securities that any statement
contained in this Announcement or the Circular (or any amendment or
supplement thereto) is or has become untrue, inaccurate or
misleading in any material respect, or matters have arisen which
would, if this Announcement and/or the Circular were issued at that
time, constitute a material omission therefrom (except to the
extent that a supplementary announcement or a supplementary
Circular is published by the Company); or
(xi)
OAK Securities believes (in its sole and
absolute discretion and acting in good faith) that termination is
necessary in order to preserve its reputation (without liability or
continuing obligations on the part of OAK Securities to the
Company).
Following VCT/EIS Admission, the
Placing Agreement is not capable of termination to the extent that
it relates to the Placing of VCT/EIS Placing Shares. Following General
Admission, the Placing Agreement is not capable of termination to
the extent it relates to the Placing of any of the General Placing
Shares. For the avoidance of doubt, VCT/EIS Admission is not
conditional on General Admission taking place.
The exercise by OAK Securities of a
right of termination (or any right of waiver exercisable by OAK
Securities contained in the Placing Agreement or the exercise of
any discretion under the Terms and Conditions set out herein is
within the absolute discretion of OAK Securities and OAK Securities
will not have any liability to Placees whatsoever in connection
with any decision to exercise or not exercise any such
rights.
By accepting the Placing Shares
referred to in the Announcement to which this Appendix is annexed,
each Placee agrees that, without having any liability to such
Placee, OAK Securities may exercise the right: (i) to extend the
time for fulfilment of any of the conditions in the Placing
Agreement (provided that Placees' commitments are not extended
beyond the Long Stop Date); (ii) to, in their absolute discretion,
waive, in whole or in part, fulfilment of certain of the conditions
(but not including Admission); or (iii) to terminate the Placing
Agreement, in each case without consulting Placees (or any of
them).
If any of the conditions in the
Placing Agreement are not satisfied (or, where relevant, waived),
the Placing Agreement is terminated or the Placing Agreement does
not otherwise become unconditional in all respects, the Placing
will not proceed and all funds delivered by Placees to OAK
Securities pursuant to the Placing and this Appendix will be
returned to Placees at their risk (without interest), and Placees'
rights and obligations under the Placing shall cease and determine
at such time and no claim shall be made by Placees in respect
thereof.
Registration and Settlement
Irrespective of the time at which
the Placee's allocation(s) pursuant to the Placing is/are
confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made on the basis
explained below.
Settlement of transactions in the
Placing Shares (ISIN: GB00BD5H8572 both before and after the Share
Capital Reorganisation becoming effective) following Admission will
take place on a delivery versus payment basis in accordance with
the instructions set out in the trade confirmation within the CREST
system ("CREST")
(subject to certain exceptions). OAK Securities reserves the right
to require settlement for, and delivery of, the Placing Shares (or
a portion thereof) to Placees by such other means that it may deem
necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in the Announcement or
would not be consistent with the regulatory requirements in the
jurisdiction of any Placee.
Following despatch of Contract
Confirmations, Placees will be required to confirm by email to OAK
Securities (as agent for the Company) the CREST account details in
their names or in the names of their CREST nominees to which their
Placing Shares should be credited.
Subject to the Resolutions
(including those to facilitate the Share Capital
Reorganisation) being passed at the General Meeting of the
Company, the details of which are set out in the Circular, it is
expected that settlement for the VCT/EIS Placing Shares will take
place at 8.00 a.m. on 3 February 2025 and settlement for the
General Placing Shares will take place at 8.00 a.m. on 4 February
2025 unless otherwise notified by OAK Securities.
Interest is chargeable daily on
payments not received from Placees on the due date in accordance
with the arrangements set out above at the rate of 2 percentage
points above the base rate of Barclays Bank Plc as determined by
OAK Securities, with interest compounded on a daily
basis.
Each Placee is deemed to agree that,
if it does not comply with these obligations, OAK Securities may
sell any or all of the Placing Shares allocated to that Placee on
such Placee's behalf and retain from the proceeds, for its account
and benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise in any
jurisdiction upon the sale of such Placing Shares on such Placee's
behalf. By communicating a bid for Placing Shares, each Placee
confers on OAK Securities all such authorities and powers necessary
or desirable to carry out any such sale and agrees to ratify and
confirm all actions which OAK Securities lawfully takes in
pursuance of such sale.
If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure
that the Contract Confirmation is copied and delivered immediately
to the relevant person within that organisation.
The Company confirms that, insofar
as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax.
Placees will not be entitled to
receive any fee or commission in connection with the
Placing.
Further Terms, Confirmations and Warranties
By participating in the Placing,
each Placee (and any person acting on such Placee's behalf)
irrevocably makes the following confirmations, acknowledgements,
representations, warranties and/or undertakings (as the case may
be) to OAK Securities (in its capacity as sole broker and as agent
of the Company) and the Company and their respective directors,
agents and advisers, in each case as a fundamental term of its
offer to acquire and subscribe for Placing Shares:
1 each
Placee confirms, represents and warrants that it has read and
understood the Announcement (including this Appendix) in its
entirety and acknowledges that its Placing Participation will be
governed by the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings in this
Appendix;
2 each
Placee acknowledges and agrees that its Placing Participation on
the Terms and Conditions set out in this Appendix is legally
binding, irrevocable and is not capable of termination or
rescission by such Placee in any circumstances and that it has the
funds available to pay the Placing Price in respect of the Placing
Shares for which it has given a commitment under the
Placing;
3 each
Placee confirms, represents and warrants that it has not relied on,
received or requested nor does it have any need to receive, any
prospectus, offering memorandum, listing particulars or any other
document (other than the announcement of which this Appendix forms
part), any information given or any representations, warranties,
agreements or undertakings (express or implied), written or oral,
or statements made at any time by the Company or OAK Securities or
by any subsidiary, holding company, branch or associate of the
Company or any of OAK Securities or any of their respective
officers, directors, agents, employees or advisers, or any other
person in connection with the Placing, the Company and its
subsidiaries or the Placing Shares and that in making its
application under the Placing it is relying solely on the
information contained in the Announcement and this Appendix and it
will not be relying on any agreements by the Company and its
subsidiaries or OAK Securities, or any director, employee or agent
of the Company or of OAK Securities other than as expressly set out
in this Appendix, for which neither OAK Securities nor any of its
directors and/or employees and/or person(s) acting on their behalf
shall to the maximum extent permitted under law have any liability
except in the case of fraud;
4 each
Placee acknowledges that the content of this Announcement and any
information publicly announced to a Regulatory Information Service
by or on behalf of the Company on or prior to the date of this
Announcement is exclusively the responsibility of the Company and
that none of OAK Securities, any of its Affiliates, directors,
officers, employees or agents, or any person acting on behalf of
any of them has or shall have any responsibility or liability for
any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement, any information previously published by or on behalf
of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement, any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement, such information being all that it
deems necessary to make an investment decision in respect of the
Placing Shares, and that it has neither received nor relied on any
other information given or investigations, representations,
warranties or statements made by OAK Securities or the Company, or
any of their respective affiliates or any person acting on behalf
of any of them (including in any research report prepared by any of
them) and none of the foregoing persons will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any such other information, representation,
warranty or statement. Each Placee further acknowledges and agrees
that it has relied on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing and that neither OAK Securities nor any
of its Affiliates have made any representations to it, express or
implied, with respect to the Company, the Placing and the Placing
Shares or the truth, accuracy, completeness or adequacy of any
publicly available information about the Company or any other
information that has otherwise been made available to Placees
concerning the Company, whether at the date of publication, the
date of this Announcement or otherwise, and each of them expressly
disclaims any liability in respect thereof. Nothing in this
paragraph or otherwise in this Announcement excludes the liability
of any person for fraudulent misrepresentation made by that
person;
5 each
Placee confirms, represents and warrants that it is sufficiently
knowledgeable to understand and be aware of the risks associated
with, and other characteristics of, the Placing Shares and, among
others, of the fact that it may not be able to resell the Placing
Shares except in accordance with certain limited exemptions under
applicable securities legislation and regulatory
instruments;
6 each
Placee confirms, represents and warrants, if a company or
partnership, that it is a valid and subsisting company or
partnership and has all the necessary capacity and authority to
execute its obligations in connection with the Placing
Participation and confirms, represents and warrants that any person
who confirms to OAK Securities on behalf of a Placee an agreement
to subscribe for Placing Shares is duly authorised to provide such
confirmation to OAK Securities;
7 each
Placee agrees that the entry into the Placing Agreement or the
exercise by OAK Securities of any right of termination or any right
of waiver exercisable by OAK Securities contained in the Placing
Agreement or the exercise of any discretion is within the absolute
discretion of OAK Securities, and OAK Securities will not have any
liability to any Placee whatsoever in connection with any decision
to exercise or not exercise any such rights. Each Placee
acknowledges that if: (i) any of the conditions in the Placing
Agreement are not satisfied (or, where relevant, waived); (ii) the
Placing Agreement is terminated; or (iii) the Placing Agreement
does not otherwise become unconditional in all respects; the
Placing will lapse and such Placee's rights and obligations in
relation to the Placing shall cease and determine at such time and
no claim shall be made by any Placee in respect thereof;
8 each
Placee acknowledges and agrees that OAK Securities does not act
for, and that it does not expect OAK Securities to have any duties
or responsibilities towards, such Placee, including, without
limitation, for providing protections afforded to customers or
clients of OAK Securities under the FCA's Conduct of Business
Sourcebook or advising such Placee with regard to its Placing
Participation and that OAK Securities is not, and will not be, a
customer or client of V as defined by the FCA's Conduct of Business
Sourcebook in connection with the Placing. Likewise, OAK
Securities will not treat any payment by such Placee pursuant to
its Placing Participation as client money and governed by the FCA's
Client Assets Sourcebook;
9 each
Placee undertakes and agrees that it will be responsible for any
stamp duty or stamp duty reserve tax or securities transfer tax in
relation to the Placing Shares comprised in its Placing
Participation and that neither OAK Securities nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax or securities transfer tax in relation to the Placing
Shares comprised in such Placee's Placing Participation;
10 each Placee
acknowledges and agrees that the Placing Participation confirmed in
writing by email or orally by each Placee to OAK Securities (in
each case as agent for the Company) and further confirmed by the
Contract Confirmation is a legally binding contract between it and
OAK Securities and the Company subject to any scaling back, as
described above, in OAK SecuritiesL's absolute discretion and the
Terms and Conditions of such Placee's Placing Participation will be
governed by, and construed in accordance with, the laws of England
and Wales, to the exclusive jurisdiction of whose courts such
Placee irrevocably agrees to submit;
11 each Placee
agrees that it will ensure delivery and payment is completed in
accordance with the settlement instructions set out in the Contract
Confirmation and acknowledges and agrees that time shall be of the
essence as regards such Placee's obligations pursuant to its
Placing Participation;
12 each Placee
acknowledges and agrees that it is the responsibility of such
Placee (if it is outside of the United Kingdom) to satisfy itself
that, in doing so, such Placee complies with the laws and
regulations of any relevant territory in connection with its
Placing Participation and that it obtains any requisite
governmental or other consents and observes any other applicable
formalities;
13 each Placee
acknowledges and agrees that the Announcement does not constitute
an offer to sell, or the solicitation of an offer to subscribe for
or buy, Placing Shares in any jurisdiction in which such an offer
or solicitation is unlawful. Accordingly, such Placee
acknowledges and agrees that the Placing Shares may not, subject to
certain limited exceptions, be offered or sold, directly or
indirectly, in or into the United States, any province of Canada or
Australia, Japan, Republic of Ireland or the Republic of South
Africa or offered or sold to, or for the account or benefit of, a
national, citizen or resident of the United States, any province of
Canada or Australia, Japan, Republic of Ireland or the Republic of
South Africa, in each case subject to limited exemptions, or any
other jurisdiction where to do so would constitute a violation of
the relevant laws of such jurisdiction;
14 each Placee
acknowledges and agrees that the Placing Shares have not been and
will not be registered under the Securities Act or with any
securities regulatory authority of any state or jurisdiction of the
United States, or the relevant Canadian, Japan, Republic of Ireland
ese, Australian or South African securities legislation and
therefore the Placing Shares may not be offered, sold, transferred
or delivered directly or indirectly into the United States, Canada,
Japan, Republic of Ireland, Australia or the Republic of South
Africa or their respective territories and possessions, subject to
limited exemptions, and in the case of the United States, pursuant
to an exemption from, or in a transaction not subject to the
registration requirements of the Securities Act and in compliance
with United States securities laws;
15 each Placee
confirms, represents and warrants that it has complied with all
relevant laws of all relevant territories, obtained all requisite
governmental or other consents which may be required, in connection
with its Placing Participation and complied with all requisite
formalities and paid any issue, transfer or other taxes due in
connection with its offer commitment in any territory and that it
has not taken any action or omitted to take any action which will
or may result in OAK Securities, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
territory in connection with the Placing or such Placee's Placing
Participation;
16 each Placee
confirms, represents and warrants if it is receiving the Placing in
circumstances under which the laws or regulations of a jurisdiction
other than the United Kingdom would apply, that it is a person to
whom the Placing Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
17 each Placee
confirms, represents and warrants if it is a resident in any EEA
state, it is (i) an EEA Qualified Investor; and (ii) a
'professional client' or an 'eligible counterparty' within the
meaning of Article 4(1)(11) and Article 24(2), (3) and (4),
respectively, of Directive 2004/39/EC as implemented into national
law of the relevant EEA state;
18 each Placee
confirms, represents and warrants if it is outside the United
Kingdom, neither this Announcement nor any other offering,
marketing or other material in connection with the Placing
constitutes an invitation, offer or promotion to, or arrangement
with, it or any person whom it is procuring to subscribe for
Placing Shares pursuant to the Placing unless, in the relevant
territory, such offer, invitation or other course of conduct could
lawfully be made to it or such person and such documents or
materials could lawfully be provided to it or such person and
Placing Shares could lawfully be distributed to and subscribed and
held by it or such person without compliance with any unfulfilled
approval, registration or other regulatory or legal
requirements;
19 each Placee
confirms, represents and warrants if it is a resident in the UK:
(i) it is a UK Qualified Investor and (ii) it is a person of a kind
described in Article 19 and/or Article 49 of the FPO and it
understands that the information contained in this Appendix is only
directed at any of the following: (A) persons falling within
Article 19 of the FPO having professional experience in matters
relating to investments; (B) persons falling within Article 49 of
the FPO (including companies and unincorporated associations of
high net worth and trusts of high value); (C) persons falling
within Article 43(2) of the FPO or (D) persons to whom it would
otherwise be lawful to distribute it; and that, accordingly, any
investment or investment activity to which this Appendix relates is
available to it as such a person or will be engaged in only with it
as such a person;
20 each Placee
confirms, represents and warrants that it does not have a
registered address in and is not a citizen, resident or national
of, any jurisdiction in which it is unlawful to make or accept an
offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
21 each Placee
confirms, represents and warrants that its subscription for Placing
Shares does not trigger, in the jurisdiction in which such Placee
is resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report with respect to
such subscription; (ii) any disclosure or reporting obligation of
the Company; or (iii) any registration or other obligation on the
part of OAK Securities or the Company;
22 that it and any
person acting on its behalf is entitled to acquire the Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities and that it has not taken
any action or omitted to take any action which will or may result
in OAK Securities, the Company or any of their respective
affiliates acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
23 each Placee
confirms, represents and warrants that if it indicates to
OAK Securities that it
wishes to subscribe for VCT/EIS Placing Shares and is investing
with a view to obtaining VCT relief in relation to such
subscription that (i) it is a VCT,
subscribing for such VCT/EIS Placing Shares pursuant to the Placing
using VCT funds and (ii) the date on which it raised funds was on
or after 6 April 2012;
24 each Placee
confirms, represents and warrants that if it indicates to
OAK Securities that it
wishes to subscribe for VCT/EIS Placing Shares and is investing
with a view to obtaining EIS Relief in relation to such
subscription that the beneficial owner of such shares will be a
'qualifying investor' within the meaning of section 162 Income Tax
Act 2007;
25
each Placee confirms, represents and warrants it
is acting as principal and for no other person and that its Placing
Participation will not give any other person a contractual right to
require the issue or sale by the Company of any Placing
Shares;
26 each Placee
confirms, represents and warrants that in accepting its Placing
Participation it is not applying for registration as, or as a
nominee or agent for, a person who is or may be a person mentioned
in sections 67 to 72 inclusive and sections 93 to 97 inclusive of
the UK Finance Act 1986;
27 each Placee
confirms, represents and warrants that, to the extent applicable to
it, it is aware of its obligations in connection with MAR, UK
Criminal Justice Act 1993, Terrorism Act 2006, Anti-Terrorism Crime
and Security Act 2001, Money Laundering Regulations, the Proceeds
of Crime Act 2002 and the Financial Services and Markets Act 2000
(each as amended), it has identified its clients in accordance with
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and it has complied
fully with its obligations pursuant to those
Regulations;
28 each Placee
acknowledges and agrees that all times and dates in the
Announcement and the Terms and Conditions set out in this Appendix
may be subject to amendment and that OAK Securities will notify it
of any such amendments;
29 where it is
acquiring the Placing Shares for one or more managed accounts, it
represents, warrants and undertakes that it is authorised in
writing by each managed account to acquire the Placing Shares for
each managed account and it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
30 that if it is a
pension fund or investment company, it represents, warrants and
undertakes that its acquisition of Placing Shares is in full
compliance with applicable laws and regulations;
31 each Placee
acknowledges and agrees that no term of the agreement confirmed by
the Contract Confirmation shall be enforceable under the Contracts
(Rights of Third Parties) Act 1999 by any person other than the
Company or OAK Securities or any affiliate of OAK Securities or any
Indemnified Persons (as hereinafter defined);
32 each Placee
acknowledges that any of its monies held or received by OAK
Securities will not be subject to the protections conferred by the
Client Money Rules of the Financial Conduct Authority
("FCA");
33 each Placee
confirms and agrees that, in connection with any permitted
transfer, the Company or OAK Securities will have the right to
obtain, as a condition to such transfer, a legal opinion of
counsel, in form and by counsel satisfactory to the Company or OAK
Securities, that no Securities Act registration is or will be
required along with appropriate certifications by the transferee as
to the 'Accredited Investor' status and/or other appropriate
matters;
34 each Placee
confirms, represents and warrants that it has not distributed,
forwarded, transferred or otherwise transmitted the Announcement or
any other presentation or offering materials concerning the Placing
Shares within the United States, nor will it do any of the
foregoing. Such Placee further confirms that it understands
that the information in the Announcement, including financial
information, may be materially different from any disclosure that
would be provided in a United States offering;
35 each Placee
confirms, represents and warrants that if it has received any
confidential price sensitive information about the Company in
advance of the Placing, it has received such information within the
market soundings regime provided for in article 11 of MAR and
associated delegated regulations and has not: (a) dealt in the
securities of the Company; (b) encouraged or required another
person to deal in the securities of the Company; or (c) disclosed
such information to any person, prior to the information being made
publicly available;
36 each Placee
confirms, represents and warrants that, in making its investment
decision with respect to the Placing Shares:
36.1 it has
not relied on the Company or any of its respective affiliates or on
any document published by any of them (other than the
Announcement);
36.2 it has
the ability to bear the economic risk of its investment in the
Placing Shares and has no need for liquidity with respect to its
investment in the Placing Shares;
36.3 it has
such knowledge and experience in financial and business matters
that it is capable of evaluating the merits, risks and suitability
of investing in the Placing Shares, and is able to sustain a
complete loss of any investment in the Placing Shares;
36.4 it has
investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares, including any federal, state and local tax
consequences, affecting it in connection with its subscription for
and any subsequent disposal of the Placing Shares;
36.5 if it
is a 'financial intermediary' in the United Kingdom, as that term
is used in Article 5(1) of the UK Prospectus Regulation, the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in the
United Kingdom other than to UK Qualified Investors, or in
circumstances in which the prior consent of OAK Securities has been
given to the offer or resale;
36.6 if it
is a 'financial intermediary' in a member state of the EEA, as that
term is used in Article 5(1) of the EU Prospectus Regulation, the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
member state of the EEA other than to EEA Qualified Investors, or
in circumstances in which the prior consent of OAK Securities has
been given to the offer or resale; and
36.7 it has
not offered or sold and will not offer or sell any Placing Shares
to the public in the United Kingdom or any member state of the EEA
except in circumstances falling within Article 5(1) of the UK
Prospectus Regulation or the EU Prospectus Regulation which do not
result in any requirement for the publication of a prospectus
pursuant to the UK Prospectus Regulation or the EU Prospectus
Regulation;
37 each Placee
acknowledges and agrees that neither OAK Securities, nor any of its
Affiliates or any person acting on behalf of any of them, is making
any recommendations to it, or advising it regarding the suitability
or merits of any transactions it may enter into in connection with
the Placing and that it is not entitled to the protections afforded
to clients of OAK Securities in connection with the Placing and
that neither OAK Securities nor any of its Affiliates nor any of
their respective officers, directors, employees or advisers shall
be liable for any losses (including, without limitation, loss of
profit, loss of business or opportunity and special interest or
consequential losses), damages or costs of the Placee save as a
result of fraud or for death or personal injury;
38 each Placee
acknowledges and agrees the Placing does not constitute a
recommendation or financial product advice and OAK Securities has
not had regard to its particular objectives, financial situation
and needs;
39 each Placee
acknowledges that the Company, OAK Securities, CREST, the
Registrar, any transfer agent, any distributors or dealers and
their respective affiliates and others will rely on the truth and
accuracy of the foregoing warranties, acknowledgements,
representations, undertakings and agreements, and agrees to notify
the Company and OAK Securities promptly in writing if any of its
warranties, acknowledgements, representations, undertakings or
agreements set out above cease to be accurate and complete and to
indemnify and hold harmless on an after-tax basis the Company, OAK
Securities and any of their respective officers, directors, agents,
employees or advisers ("Indemnified
Persons") from and against any and all loss,
damage, liability or expense, including reasonable costs and
attorneys' fees and disbursements, which an Indemnified Person may
incur by reason of, or in connection with, any representation or
warranty made by such Placee as set out above not having been true
when made, any misrepresentation made or any failure by such Placee
to fulfil any of its undertakings or agreements set out above or
any other document such Placee provides to the Company or OAK
Securities. Such Placee irrevocably authorises each of the Company
and OAK Securities to produce a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby;
40 acknowledges that
it irrevocably appoints any member or officer of OAK Securities as
its agent for the purposes of executing and delivering to the
Company and/or the Registrar 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; each Placee
acknowledges that the rights and remedies of OAK Securities 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 right or remedy
will not prevent the exercise of the other rights and/or
remedies;
41 each Placee
acknowledges and agrees that its commitment to subscribe for
Placing Shares on the terms set out herein and in the trade
confirmation will continue notwithstanding any amendment that may
in future be made to the Terms and Conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or OAK
Securities's conduct of the Placing;
42 each Placee
acknowledges and agrees that in connection with the Placing, OAK
Securities and any of its Affiliates acting as an investor for its
own account may take up shares in the Company and in that capacity
may retain, purchase or sell for its own account such shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or
placed should be read as including any issue, offering or placement
of such shares in the Company to OAK Securities and any of its
Affiliates acting in such capacity. In addition, OAK Securities may
enter into financing arrangements and swaps with investors in
connection with which OAK Securities may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares. Neither OAK Securities nor any of its Affiliates
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
43 each Placee
acknowledges and agrees that none of the Company, the Directors or
any of the Company's advisers give any warranty or undertaking that
the VCT/EIS Placing Shares will be eligible for EIS Relief or be regarded as a
'qualifying holding' for VCT relief purposes or that any such
reliefs (if available) will not be withdrawn at a later
date;
44 each Placee
authorises and instructs OAK Securities, the Company and their
respective agents to receive and hold any personal data and
information of or belonging to the Placee which is received in
relation to the Placing, and it consents to the lawful use by OAK
Securities, the Company and their respective agents of such data
and information for the purposes of the Placing; and
45 each Placee
undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
the Announcement and these Terms and Conditions on the due time and
date set out herein, failing which the relevant Placing Shares may
be placed with other subscribers or sold as the OAK Securities may
in its sole discretion determine and without liability to such
Placee and such Placee 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 the liability for any
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to or referred to in these Terms and
Conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf.
The foregoing acknowledgements,
agreements, undertakings, representations, warranties and
confirmations are given for the benefit of the Company and OAK
Securities (for their own benefit and, where relevant, the benefit
of their respective officers and affiliates and any person acting
on their behalf) and are irrevocable. Each Placee, and any person
acting on behalf of a Placee, acknowledges that the neither the
Company nor OAK Securities owes any fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Responsibility
The Terms and Conditions set out in
this Appendix and the Announcement of which it forms part have been
issued by the Company and are the sole responsibility of the
Company.