TIDMVRCI
RNS Number : 6987A
Verici Dx PLC
24 January 2024
THIS ANNOUNCEMENT (INCLUDING APPICES I AND II) AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN VERICI DX PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF VERICI
DX PLC OR ANY OTHER ENTITY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION RELATING TO VERICI
DX PLC AND ITS SECURITIES FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF THE
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("EUWA") AND AS MODIFIED BY OR UNDER THE EUWA
OR OTHER DOMESTIC LAW, INCLUDING BUT NOT LIMITED TO THE MARKET
ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
INSIDE INFORMATION (AS DEFINED UNDER UK MAR), AS PERMITTED BY UK
MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. UPON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET
SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO VERICI DX PLC AND ITS SECURITIES, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Verici Dx plc
("Verici" or the "Company")
Proposed Fundraising via Placing and Retail Offer
Minimum gross proceeds from the Placing of GBP5.50 million
(approximately $6.97 million)
FX rate USD 1.268: GBP 1
Definitions contained within Appendix II to this Announcement
apply,
unless the context requires otherwise
Verici Dx plc (AIM: VRCI), a developer of advanced clinical
diagnostics for organ transplant, announces a proposed placing (the
"Placing"), via an accelerated bookbuild (the "Bookbuild"), of new
ordinary shares of 0.1 pence ("Ordinary Shares") in the capital of
the Company.
The Placing will be conducted at a price of 9.0 pence per
Ordinary Share (the "Issue Price"). The Issue Price represents a
discount of 11.1 per cent. to Verici's closing mid-price on 23
January 2024 (being the last practicable day prior to the
publication of this Announcement).
The Placing will involve the issue of not less than 61,111,111
new Ordinary Shares (the "Placing Shares"), representing at least
35.9 per cent. of the existing issued ordinary share capital of the
Company.
In addition to the Placing, it is proposed that there will be a
separate conditional retail offer to existing Shareholders via the
BookBuild Platform (the "Retail Offer" and, together with the
Placing, the "Fundraising") to raise further proceeds for the
Company at the Issue Price via the issue of further new Ordinary
Shares (the "Retail Offer Shares", together with the Placing
Shares, the "New Ordinary Shares"). The Retail Offer aims to
provide existing retail Shareholders in the Company with an
opportunity to participate in the Fundraising. A separate
announcement will be made by the Company regarding the Retail Offer
and its terms. Those investors who subscribe for Retail Offer
Shares pursuant to the Retail Offer will do so pursuant to the
terms and conditions of the Retail Offer contained in that
announcement. The Placing is not conditional upon the Retail Offer.
For the avoidance of doubt, the Retail Offer is not part of the
Placing. The launch of the Retail Offer will be announced
separately following the issue of an announcement confirming the
result of the Placing. The Retail Offer will conclude prior to the
deadline for receipt of voting proxy forms prior to the General
Meeting.
Part of the Fundraising is being made pursuant to existing
authorities to allot Ordinary Shares for cash and disapply
pre-emption rights under section 551 and section 571 of the Act,
which the Directors were granted at the Annual General Meeting of
the Company held on 29 June 2023 ("Existing Authorities"). The
Existing Authorities are insufficient to allow the total number of
new Ordinary Shares to be issued pursuant to the Fundraising and
Admission to proceed. Accordingly, the Fundraising is subject to
sufficient further authority to issue and allot new Ordinary Shares
on a non-pre-emptive basis being granted by Shareholders at a
general meeting of the Company and is therefore conditional, inter
alia, on the passing of the Resolutions by the Shareholders at the
general meeting proposed to be held by the Company at the offices
of Shoosmiths London at No. 1 Bow Churchyard, London EC4M 9DQ, at
12.00 p.m. on 19 February 2024 (the "General Meeting").
General Meeting
The Fundraising is wholly conditional upon, inter alia, the
Resolutions, which are required to implement the Fundraising, being
duly passed by Shareholders at the General Meeting. Subject to the
passing of the Resolutions, application will be made to the London
Stock Exchange for admission of the New Ordinary Shares. It is
expected that admission of the New Ordinary Shares will become
effective and that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on 20 February 2024 ("Admission").
A circular containing, inter alia , further details of the
Fundraising and a notice convening the General Meeting in order to
pass the Resolutions (the "Circular"), is expected to be despatched
to Shareholders in the coming days and the Circular, once
published, will be notified and made available on the Company's
website at www.vericidx.com/investors/documents/
The issue of the New Ordinary Shares is conditional upon, inter
alia, the approval by the Shareholders of the Resolutions to be
proposed at the General Meeting.
Background, to and reasons for, the Fundraising
The global licensing and commercialisation agreement with the
License Partner (the " License Deal ") announced on 15 November
2023 has increased the cash resources and runway of the Company, by
partially monetising value from one of the products in its
portfolio, the pre-transplant test, Clarava(TM) , for use with
transplant patients receiving a kidney from a deceased donor. The
License Deal also included payment for a non-exclusive license by
the License Partner to access part of the Company's biorepository
of urine samples from transplant patients.
The Company remains focused on rigorous cost control and current
product development activities are necessarily managed within funds
available from cash resources and future income.
Management intends to deploy more resources in product
development and commercialization (including, but not limited to,
through distribution deals, out-licensing or the creation of
strategic value), in order to accelerate and amplify potential
returns.
As of 31 December 2023, the Company had unaudited net cash of
c.GBP2.08 million ($2.64 million) which included c.GBP1.18 million
($1.50 million) from initial receipts under the previously
announced License Deal. This, in combination with additional
further cash inflows from the License Deal of c.GBP2.76 million
($3.50m) in 2024 and anticipated Tutivia(TM) and other revenue in
FY24 of c.GBP2.84 million (c.$3.60m), provides a cash runway into
January 2025 (before the effects of any additional
fundraising).
The Company recognises the risks associated with the launch of a
new test (including the time to obtain the initial Local Coverage
Determination) and taking into account the potential timing effects
of this for the build-up of Tutivia(TM) sales in 2024, is reducing
its expectations for Tutivia(TM) revenue for 2024. The effect of
this reduction is expected to be at least partially offset by
revenue from other sources including research collaborations.
There are two additional sources of cash inflows from License
Deal which the Company has assumed will be received in FY25, being
a further commercial milestone payment in addition to ongoing
royalties on tests sold.
Management believes that the Placing provides certainty of funds
to capitalise on a number of growth initiatives in parallel with
existing activities, diversify risk and reach outcomes sooner than
if the Company were to fund its corporate development by other
means. Following the Placing, the Company's cash runway will be
extended into 2026.
Uses of Proceeds
The License Deal has extended the Company's cash runway and
allowed some re-allocation of resources previously committed to the
further development and commercialisation of Clarava(TM) , and has
also prompted a fresh evaluation of growth opportunities.
The net proceeds of the Fundraising will be used, together with
the Company's existing available resources, to:
-- fund additional headcount in bioinformatics to support
increased analysis, further validation or utility data and
potentially strengthen the positioning of the existing unlicensed
portfolio products, Tutivia(TM) and Protega(TM) , as well as
support the creation of potential value in the Company's research
asset (comprising samples and data) over the longer term;
-- increase the market development budget to accelerate product
awareness and adoption for existing products, in particular the
commercial stage post-transplant test, Tutivia(TM) ;
-- develop and validate existing product initiatives e.g. the
Living Donor version of the pre-transplant test, Clarava(TM) , and
the longer term outcome test, Protega(TM) , by analysing current
and additional data from an extended study and/or externally
sourced samples; and
-- identify prospective new tests complementary to the Company's
current portfolio from its biorepositary and undertake further
product development work.
Overall, the Directors consider that the investment of the net
proceeds of the Fundraising has the potential to amplify the
clinical adoption of all of the Company's products through the
generation of a greater number of, and/or stronger, claims with
regard to their application and utility.
Additional funds raised over the requirements for these areas
will be used to provide additional working capital and/or to invest
in a suite of value enhancing initiatives for Verici which may
include in-licensing of complementary technologies and evaluating
the application of the Company's technology and approach to other
areas of interest.
Given the anticipated developments in the transplant industry,
the Directors consider that it is a compelling time to invest in a
suite of value-enhancing initiatives for Verici Dx. The planned
investments are expected to generate further newsflow and to
enhance the strategic value of the Company overall.
Details of the Fundraising
The Placing Shares are being offered, subject to the
satisfaction of certain conditions set out in the Appendix I to
this Announcement, by way of an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following this
Announcement. Singer Capital Markets Securities Limited ("Singer
Capital Markets" or the "Bookrunner") is acting as the sole
bookrunner in connection with the Placing.
The Placing is conditional on, amongst other things, Admission
and the passing of the Resolutions at the General Meeting. The
number of Placing Shares will be agreed by the Company in
conjunction with the Bookrunner following the close of the
Bookbuild, and the result of the Placing will be announced as soon
as practicable thereafter ("Results Announcement"). The timing of
the closing of the Bookbuild, acceptance of any orders received
after the Results Announcement, final allocations of the Placing
Shares and the total size of the Placing shall be determined at the
absolute discretion of the Company and the Bookrunner. The Placing
is not being underwritten.
As part of the Placing, the Company is seeking to raise funds by
the issue of Placing Shares to Venture Capital Trusts ("VCTs") and
investors seeking tax relief under the Enterprise Investment Scheme
(" EIS ") (together the "EIS/VCT Placing Shares") (the "EIS/VCT
Placing"). The raising of funds via the issue of the balance of the
Placing Shares is referred to herein as the "Non-EIS/VCT
Placing".
The EIS/VCT Placing Shares to be issued pursuant to the 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 made an advanced assurance application to HM Revenue &
Customs ("HMRC") in respect of EIS qualification of this Placing,
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 EIS/VCT 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 EIS/VCT Placing Shares. Neither the Company nor the
Directors give any warranties or undertakings that EIS reliefs or
VCT reliefs, if granted, will not be withdrawn. If the Company
carries on activities beyond those disclosed to HMRC in a prior
advance clearance obtained in connection with a previous placing,
then shareholders may cease to qualify for the tax benefits.
Placees must take their own advice and rely on it.
The allotment and issue of the EIS/VCT Placing Shares and the
Placing Shares as a whole are conditional upon Admission and, once
made, such allotments under the EIS/VCT Placing will remain valid
regardless of whether Admission occurs and the Non-EIS/VCT Placing
completes.
Related Party Transactions
Christopher Mills / Harwood Capital LLP(1) (" Harwood Capital
"), a Substantial Shareholder in the Company, have indicated their
intention to participate in the Placing and such participation
would constitute related party transactions under Rule 13 of the
AIM Rules. Further details of any participation will be set out in
the Result of Placing Announcement.
The Placing is also expected to include the participation by the
Company's Chairman, and such participation would also constitute a
related party transaction under Rule 13 of the AIM Rules. Further
details of this participation will be set on in the Result of
Placing Announcement.
Principal Risks and Material Uncertainties
The principal risks and uncertainties of the Fundraising are
detailed on pages 15 to 18 of the 2022 Annual Report and Accounts
(published on 6 June 2023). The Company cannot guarantee that the
relevant third parties will be able to carry out their obligations
under the relevant arrangements. Additionally, the Company's
strategy of seeking out-licensing and/or distribution partners will
make it more reliant on third parties for the commercialisation of
its product assets in particular. Although the License Deal
provides some reassurance that commercial terms can be reached with
such partners and doing so may increase the ability to generate
income from licensed product(s) being commercialised by such
partners, there can be no certainty that the Company will be able
to consummate similar deals with third parties in the future, or as
to the commercial terms on which such deals can be agreed. Once
licensing or distribution deals are concluded, the Company will be
reliant on the actions of its partners to make progress against
commercial milestones and to achieve sales of products on which the
Company would expect to earn royalties. Any inability to generate
such further licensing income on a satisfactory basis could
negatively impact the business and its ability to attain its
strategic goals.
Expected Timetable of Principal Events
2024
Announcement of the Fundraising 7 a.m. on 24 January
Close of Placing and Result of Placing announced 24 January
Posting of Circular 25 January
Launch of Retail Offer via BookBuild platform 25 January
Close of Retail Offer via BookBuild platform 13 February
General Meeting 19 February
Admission and commencement of dealings 20 February
in the Placing Shares and Retail Offer
Shares
Each of the times and dates above refer to London time and are
subject to change. Any such change will be notified to Shareholders
by an announcement through a Regulatory Information Service.
(1) Christopher Mills is the controlling shareholder and CEO of
Harwood Capital LLP and its associate Harwood Capital Management
(Gibraltar) Ltd, which act as administrator or investment manager
to two investment trusts on whose boards Christopher Mills serves.
The interests of these investment trusts are therefore aggregated
with those of Christopher Mills (which include those of his
immediate family).
Enquiries:
Verici Dx www.v ericidx .com
Sara Barrington, CEO Via IR-Connect
Julian Baines, Chairman
Singer Capital Markets (Nominated Tel: 020 7496 3000
Adviser & Broker)
Aubrey Powell / Sam Butcher / Jalini
Kalaravy
IR-Connect www.ir-connect.co.uk
Lorraine Rees investors@vericidx.com
About Verici Dx plc www.vericidx.com
Verici is a developer of a complementary suite of leading-edge
tests forming a kidney transplant platform for personalised patient
and organ response risk to assist clinicians in medical management
for improved patient outcomes. The underlying technology is based
upon artificial intelligence assisted transcriptomic analysis to
provide RNA signatures focused upon the immune response and other
biological pathway signals critical for transplant prognosis of
risk of injury, rejection and graft failure from pre-transplant to
late stage. The Company also has a mission to accelerate the pace
of innovation by research using the fully characterised data from
the underlying technology, including through collaboration with
medical device, biopharmaceutical and data science partners.
The foundational research was driven by a deep understanding of
cell-mediated immunity and is enabled by access to expertly curated
collaborative studies in highly informative cohorts in kidney
transplant.
IMPORTANT NOTICES
This Announcement, or any copy of it, including the appendices,
and information contained within it, is restricted and is not for
publication, release, transmission, distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States (other than pursuant to certain limited exemptions described
below), Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction in which publication, release or
distribution would be unlawful (or to any persons in any of those
jurisdictions). This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for shares in
the capital of the Company in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia) subject to the limited exceptions described
below, or Australia, Canada, Japan or the Republic of South Africa
or any other state or jurisdiction (or to any persons in any of
those jurisdictions) or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction. This Announcement has not been
approved by the London Stock Exchange, nor is it intended that it
will be so approved. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act 1933, as amended (the " US Securities
Act ") or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with the securities laws of any
state or any other jurisdiction of the United States. Accordingly,
the Placing Shares will be offered and sold only outside of the
United States in "offshore transactions" (as such term is defined
in Regulation S under the US Securities Act) pursuant to Regulation
S and otherwise in accordance with applicable laws. No public
offering of securities is being made in the United States. The
Placing has not been approved, disapproved or recommended by the
U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Placing Shares. Subject
to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan or
the Republic of South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States,
Australia, Canada, Japan or the Republic of South Africa.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the EU Prospectus
Regulation or the UK Prospectus Regulation.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the EU Prospectus
Regulation or UK Prospectus Regulation) to be published. Members of
the public are not eligible to take part in the Placing. This
Announcement (including the terms and conditions contained in this
Announcement in Appendix I) is for information purposes only and
(unless otherwise agreed by Singer Capital Markets) is directed at
and is only being distributed to: (a) persons in member states of
the EEA who are qualified investors within the meaning of Article
2(e) of the EU Prospectus Regulation; (b) persons in the United
Kingdom, who are qualified investors, being persons falling within
the meaning of Article 2(e) of the UK Prospectus Regulation, and
who (i) have professional experience in matters relating to
investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
" Order "); or (ii) are persons falling within article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc")
of the Order; or (c) persons to whom it may otherwise lawfully be
communicated, (each such persons in (a), (b) and (c) together being
referred to as " Relevant Persons "). This Announcement (including
the terms and conditions set out in this Announcement) must not be
acted on or relied on by persons who are not Relevant Persons.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any investment or investment activity to
which this Announcement (including the terms and conditions set out
herein) relates is available only to, and will be engaged in only
with, Relevant Persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by Singer Capital Markets, or by any of their respective
partners, directors, officers, employees, advisers, consultants or
affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the FCA is acting solely for the Company and
no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and
arrangements described in this Announcement. Singer Capital Markets
is not responsible to anyone, other than the Company, for providing
the protections afforded to clients of Singer Capital Markets or
for providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements
described herein.
Singer Capital Markets Advisory LLP (" SCM Advisory "), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser to the Company for the purposes of the
AIM Rules and no-one else in connection with the Placing and the
transactions and arrangements described in this Announcement and
will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or the transactions and arrangements described in this
Announcement. SCM Advisory is not responsible to anyone, other than
the Company, for providing the protections afforded to clients of
SCM Advisory or for providing advice in connection with the
contents of this Announcement, the Placing or the transactions and
arrangements described herein. SCM Advisory's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person.
None of the information in this Announcement has been
independently verified or approved by Singer Capital Markets or any
of their respective partners, directors, officers, employees,
advisers, consultants or affiliates. Save for any responsibilities
or liabilities, if any, imposed on Singer Capital Markets by FSMA
or by the regulatory regime established under it, no responsibility
or liability whatsoever whether arising in tort, contract or
otherwise, is accepted by Singer Capital Markets or any of its
partners, directors, officers, employees, advisers, consultants or
affiliates whatsoever for the contents of the information contained
in this Announcement (including, but not limited to, any errors,
omissions or inaccuracies in the information or any opinions) or
for any other statement made or purported to be made by or on
behalf of Singer Capital Markets or any of its partners, directors,
officers, employees, advisers, consultants or affiliates in
connection with the Company, the Placing Shares or the Placing or
for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Placing. Singer Capital Markets and its partners, directors,
officers, employees, advisers, consultants and affiliates
accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise in
respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by Singer Capital Markets or any of its partners,
directors, officers, employees, advisers, consultants or affiliates
as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Singer Capital Markets or
any of their respective affiliates or any person acting on its or
their behalf that would permit an offering of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Singer Capital Markets to inform themselves about, and
to observe, such restrictions.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
In connection with the Placing, Singer Capital Markets and any
of its affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts or otherwise deal for their own account
in such shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, Singer Capital
Markets and any of its affiliates acting in such capacity. In
addition, Singer Capital Markets and any of its affiliates may
enter into financing arrangements (including swaps) with investors
in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of
shares. Singer Capital Markets does not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "would", "likely",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company. There are a number of factors that could
cause actual results or developments to differ materially from
those expressed or implied by these forward-looking statements and
forecasts. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. No representation or warranty is made as to the
achievement or reasonableness of, and no reliance should be placed
on, such forward-looking statements. Any forward-looking statements
made in this Announcement by or on behalf of the Company speak only
as of the date they are made. These forward-looking statements
reflect the Company's judgment at the date of this Announcement and
are not intended to give any assurance as to future results and the
Company cautions that its actual results of operations and
financial condition, and the development of the industry in which
it operates, may differ materially from those made in or suggested
by the forward-looking statements contained in this Announcement or
made verbally by the Company and/or information incorporated by
reference into this Announcement. The information contained in this
Announcement is subject to change without notice and except as
required by applicable law or regulation, the Company, its
directors, Singer Capital Markets, their respective affiliates and
any person acting on its or their behalf each expressly disclaims
any obligation or undertaking to publish any updates, supplements
or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statements are based, except where
required to do so under applicable law or regulation or by the FCA
or the London Stock Exchange.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to subscribe for Placing Shares in the Placing must be
made solely on the basis of Publicly Available Information, which
has not been independently verified by Singer Capital Markets. This
Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities. Recipients of
this Announcement who are considering acquiring Placing Shares
pursuant to the Placing are reminded that they should conduct their
own investigation, evaluation and analysis of the business, data
and property described in this Announcement. The price and value of
securities can go down as well as up and past performance is not a
guide to future performance, and investors may not get back the
full amount invested upon the disposal of such securities. The
contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
No statement in this Announcement is intended to be a profit
forecast or estimate or be relied upon as a guide to future
performance, and no statement in this Announcement should be
interpreted to mean that earnings per share or income, cash flow
from operations or free cash flow for the Company for the current
or future financial years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
References in this Announcement to other reports or materials,
such as a website address, have been provided to direct the reader
to other sources of information on the Company which may be of
interest. Neither the content of the Company's website (or any
other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this Announcement.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
Appendix I to this Announcement (which forms part of this
Announcement) sets out further information relating to the terms
and conditions of the Placing and the Bookbuild. Persons who choose
to participate in the Placing, by making an oral or written offer
to subscribe for Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including Appendix I)
and to be making such offer on the terms and subject to the
conditions in this Announcement and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in Appendix I.
Information to Distributors
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Singer Capital Markets or
any of its affiliates that would permit an offering of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to the Placing Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by the Company and Singer Capital Markets to inform themselves
about, and to observe, such restrictions.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within Chapter 3 of the FCA Handbook Product Intervention
and Product Governance Sourcebook (the " UK Product Governance
Rules "), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the
purposes of the UK Product Governance Rules) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraphs
3.5 and 3.6 of COBS; and (ii) eligible for distribution through all
permitted distribution channels (the " UK Target Market Assessment
"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, Singer Capital Markets will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (" MiFID II "); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; (c) local implementing measures (together,
the " MiFID II Product Governance Requirements "), and disclaiming
all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID
II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of 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 ").
Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
EU Target Market Assessment, Singer Capital Markets will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING
THIS ANNOUNCEMENT (INCLUDING THIS APPIX I) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EEA QUALIFIED INVESTORS AS DEFINED
IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF
THE UK PROSPECTUS REGULATION; WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B)
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) OTHERWISE,
PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY
SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE,
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES
IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. THERE WILL BE NO
PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE
SUCH OFFERING WOULD BE UNLAWFUL. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING
SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the FSMA does not require the approval of
the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
any Placee should read and understand the information provided in
the "Important Notice" section of this Announcement.
Each Placee which confirms its agreement to Singer Capital
Markets (whether orally or in writing) to subscribe for Placing
Shares under the Placing, hereby agrees with Singer Capital Markets
and the Company that it will be bound by these terms and conditions
and will be deemed to have accepted them.
Singer Capital Markets may require any Placee to agree to such
further terms and/or conditions and/or give such additional
warranties and/or representations as it (in its absolute
discretion) sees t and/or may require any such Placee to execute a
separate placing letter.
Singer Capital Markets makes no representation to any Placees
regarding an investment in the Placing Shares. Neither Singer
Capital Markets nor any of their respective affiliates, agents,
directors, officers, employees or consultants make any
representation to any Placees regarding an investment in the
Placing Shares. The Placing does not constitute a recommendation or
financial product advice and Singer Capital Markets has not had
regard to particular objectives, financial situation and needs for
each of the Placees.
By participating in the Bookbuild and the Placing, each Placee,
by making an oral or written and legally binding offer to acquire
Placing Shares, will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer
and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained
herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY
LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A
SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of Singer Capital Markets has been given to the offer or
resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of Singer Capital Markets has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained herein;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement;
and
6. it (and any account referred to above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the US
Securities Act.
The Company and Singer Capital Markets will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements. Each Placee hereby agrees with
Singer Capital Markets and the Company to be bound by these terms
and conditions as being the terms and conditions upon which Placing
Shares will be issued. A Placee shall, without limitation, become
so bound if Singer Capital Markets confirms to such Placee its
allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to subscribe for the number
of Placing Shares allocated to it at the Issue Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement and the announcement of the result of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any Publicly Available Information and
subject to any further terms set forth in the trade confirmation
sent to Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
Singer Capital Markets or the Company or any other person and none
of Singer Capital Markets, the Company nor any other person acting
on such person's behalf nor any of their respective affiliates has
or shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement (regardless of
whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons).
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing.
No Placee should consider any information in this Announcement
to be legal, financial, tax or business advice. Each Placee should
consult its own legal advisor, tax advisor, financial advisor and
business advisor for legal, tax, business and financial advice
regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Singer Capital Markets is acting as sole broker and bookrunner
in connection with the Placing and has entered into the Placing
Agreement with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, Singer Capital
Markets, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure placees for the Placing
Shares. The Placing is not being underwritten by Singer Capital
Markets or any other person.
The price per Ordinary Share at which the Placing Shares are to
be placed is 9 pence (the "Issue Price"). The final number of
Placing Shares will be determined by the Company and Singer Capital
Markets at the close of the Bookbuild and will be set out in the
executed terms of placing (the "Terms of Placing"). The timing of
the closing of the book and allocations are at the discretion of
the Company and Singer Capital Markets. Details of the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
The Placing Shares will be made up of a number of new Ordinary
Shares issued and allotted by the Company. Accordingly, by
participating in the Placing, Placees agree to subscribe for
Placing Shares.
Subject to the Resolution having been passed at the General
Meeting, the Placing Shares have been or will be duly authorised
and will, when issued, be credited as fully paid up and will be
issued subject to the Company's Articles of Association and rank
pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission of the Placing Shares will become
effective at 8.00 a.m. on 20 February 2024 (or such later time or
date as Singer Capital Markets may agree with the Company, being no
later than 8.00 a.m. on 5 March 2024) and that dealings in the
Placing Shares on AIM will commence at that time.
Bookbuild
Singer Capital Markets will today commence the accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees (the "Bookbuild"). This Appendix I gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Singer Capital Markets and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Singer Capital Markets is acting as sole broker and
bookrunner to the Placing, as agent for and on behalf of the
Company, on the terms and subject to the conditions of the Placing
Agreement. SCM Advisory is acting as nominated adviser to the
Company in connection with the Placing and Admission. Each of
Singer Capital Markets and SCM Advisory are authorised and
regulated entities in the United Kingdom by the FCA and are acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company in relation to the
matters described in this Announcement. SCM Advisory's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company, any director of the
Company or to any other person.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Singer Capital Markets. Singer Capital Markets may itself agree to
be a Placee in respect of all or some of the Placing Shares or may
nominate any member of its group to do so. Singer Capital Markets
and any of their respective affiliates are entitled to enter bids
in the Bookbuild as principal.
3. The Bookbuild if successful, will establish the aggregate
amount payable to Singer Capital Markets, as settlement agents for
the Company, by all Placees whose bids are successful. The final
number of Placing Shares will be agreed between Singer Capital
Markets and the Company following completion of the Bookbuild.
Following a successful completion of the Bookbuild, the Company
will confirm the closing of the Placing via the Result of Placing
Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Singer Capital Markets. Each bid should
state the aggregate number of Placing Shares which the prospective
Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by Singer Capital Markets on the basis referred to in
paragraph 6 below. Singer Capital Markets reserves the right not to
accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at Singer Capital Markets' absolute
discretion, subject to agreement with the Company.
5. The Bookbuild will open with immediate effect following
release of this Announcement and is expected to close no later than
5.00 p.m. on 24 January 2024 but may be closed earlier or later at
the discretion of Singer Capital Markets. Singer Capital Markets
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed. The Company reserves the right
(upon the prior agreement of Singer Capital Markets) to vary the
number of Placing Shares to be issued pursuant to the Placing, in
its absolute discretion.
6. Allocations of the Placing Shares will be determined by
Singer Capital Markets after consultation with the Company (and in
accordance with Singer Capital Markets' allocation policy as has
been supplied by Singer Capital Markets to the Company in advance
of such consultation). Allocations will be confirmed orally by
Singer Capital Markets and a trade confirmation will be despatched
as soon as possible thereafter. Singer Capital Markets' oral
confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of Singer Capital Markets and the Company, to
subscribe for the number of Placing Shares allocated to it and to
pay the Issue Price in respect of each such share on the terms and
conditions set out in this Appendix I and in accordance with the
Company's Articles of Association. A bid in the Bookbuild will be
made on the terms and subject to the conditions in this Appendix I
and will be legally binding on the Placee on behalf of which it is
made and except with Singer Capital Markets' consent, such
commitment will not be capable of variation, termination,
rescission or revocation after the time at which it is
submitted.
7. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Singer Capital Markets, as agent for
the Company, to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
8. Each Placee's allocation and commitment will be evidenced by
a trade confirmation issued to such Placee. The terms of this
Appendix I will be deemed incorporated in that trade
confirmation.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed/purchased for pursuant to the Placing will
be required to be made at the same time, on the basis explained
below under "Registration and Settlement".
10. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
11. By participating in the Placing, each Placee will agree 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.
12. To the fullest extent permissible by law, none of Singer
Capital Markets, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability (whether in contract, tort or
otherwise) to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Singer
Capital Markets, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of Singer Capital Markets'
conduct of the Placing or of such alternative method of effecting
the Placing as Singer Capital Markets and the Company may
agree.
13. The Placing Shares will be issued subject to the terms and
conditions of this Appendix I and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Singer Capital Markets' conduct of
the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms. Singer Capital Markets' obligations
under the Placing Agreement are conditional on customary
conditions, including (amongst others) (the "Conditions"):
1. the performance by the Company of certain specified
obligations under the Placing Agreement to the extent that they
fall to be performed prior to Admission;
2. agreement by the Company and Singer Capital Markets of the
final number of Placing Shares to be issued at the Issue Price
pursuant to the Placing and the allocation of such Placing Shares
to Placees;
3. the Resolutions having been passed without amendment by the
required majority at the General Meeting;
4. the Company not being in breach of any of its obligations and
undertakings under the Placing Agreement which fall to be performed
or satisfied prior to Admission;
5. each of the warranties given by the Company contained in the
Placing Agreement being true, accurate and not misleading: (i) as
at and on the date of the Placing Agreement; (ii) as at the time of
the execution of the Terms of Placing; and (iii) as at and on
Admission, in each case, as though they had been given and made at
such times and on such dates by reference to the facts and
circumstances from time to time subsisting;
6. no matter having arisen in respect of which indemnification
or contribution may be sought from the Company by any Indemnified
Person (such term as defined in the Placing Agreement) under the
Placing Agreement;
7. the Company having allotted, subject only to Admission, the Placing Shares;
8. delivery by the Company of certain customary documents to
Singer Capital Markets as requested under the terms of the Placing
Agreement;
9. Singer Capital Markets not having exercised their rights to
terminate the Placing Agreement; and
10. Admission occurring no later than 8.00 a.m. on 20 February
2024 (or such later time or date as Singer Capital Markets may
otherwise agree with the Company, being no later than 8.00 a.m. on
5 March 2024) (the "Closing Date").
Singer Capital Markets may, at its discretion and upon such
terms as it thinks fit, waive compliance by the Company with the
whole or any part of any of its obligations in relation to the
Conditions or extend the time or date provided for fulfilment of
any such Conditions in respect of all or any part of the
performance thereof, save in respect of Conditions 3 and 10 above.
Any such extension or waiver will not affect Placees' commitments
as set out in this Appendix I.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by Singer Capital Markets by the relevant time or
date specified (or such later time or date as Singer Capital
Markets may agree with the Company, being no later than 8.00 a.m.
on 5 March 2024); or (ii) the Placing Agreement is terminated in
the circumstances specified below under "Right to terminate under
the Placing Agreement", the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither Singer Capital Markets nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Condition
to the Placing (or any part of it), nor for any decision they may
make as to the satisfaction of any Condition or in respect of the
Placing generally (or any part of it), and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Singer Capital Markets. Placees will have no
rights against Singer Capital Markets or any of their respective
members, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise.
Right to terminate under the Placing Agreement
Singer Capital Markets is entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including (amongst other
things) in the event that:
1. any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the
Placing is or has become untrue, inaccurate or misleading in any
respect, or any matter has arisen which would, if such document or
announcement had been issued at that time, constitute an inaccuracy
or omission from such document or announcement;
2. there has been a breach by the Company of any of its
obligations , undertakings or covenants under the Placing Agreement
which Singer Capital Markets consider is material;
3. there has been a breach by the Company of any of the
warranties contained in the Placing Agreement or any of such
warranties is not, or ceases to be, true, accurate and not
misleading;
4. in the opinion of Singer Capital Markets (acting in good
faith), there has been a Material Adverse Change;
5. a matter having arisen which is likely to give rise to an
indemnity claim under the Placing Agreement which Singer Capital
Markets consider is material;
6. there has occurred, or in the opinion of Singer Capital
Markets (acting in good faith) it is reasonably likely that there
will occur, certain customary force majeure events;
7. notice has been given by SCM Advisory as Nominated Adviser to
the Company to terminate its role as Nominated Adviser or any
matter arises which SCM Advisory as Nominated Adviser considers
(acting in good faith) may adversely affect its ability to perform
its functions under the AIM Rules or the AIM Rules for Nominated
Advisers or fulfil the obligations of a nominated adviser to the
Company; or
8. if the Company's application for Admission is withdrawn or
refused by the London Stock Exchange or, in the opinion of Singer
Capital Markets (acting in good faith), will not be granted.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by Singer Capital Markets of any right of termination or
of any other discretion under the Placing Agreement shall be within
the absolute discretion of Singer Capital Markets and that it need
not make any reference to, or consult with, Placees and that it
shall have no liability to Placees whatsoever in connection with
any such exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and
"Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation
by Singer Capital Markets of the allocation and commitments
following the close of the Bookbuild.
Venture Capital Trust ("VCT") Schemes
The Company received an opinion from specialist tax advisers on
23 January 2024, stating that, based on information provided by the
Company, and notwithstanding that many aspects of the VCT
legislation are judgmental, that they expect that investments in
Ordinary Shares in the Company by a VCT would be regarded as
qualifying holdings for the purposes of Part 6 of the Income Tax
Act 2007 and would be regarded as "eligible shares" as defined in
section 285(3A) of that Act, provided that the investment by the
VCT (including any existing investment in the Company) will not
exceed 15% by value of its total investments at the date of the
investment. If the Company carries on activities beyond those
disclosed previously to HMRC, then shareholders may cease to
qualify for these tax benefits. Investors must take their own
advice and rely on it.
HMRC can no longer consider applications to receive advance
assurance that a company is a qualifying company for the purposes
of the Venture Capital Trust rules where the details of the
potential qualifying holding are not given.
The advice received by the Company does not guarantee the
availability to any Placee of any form of relief under the relevant
legislation for VCT schemes and there can be no certainty that VCT
eligibility will apply.
The status of the EIS/VCT Placing Shares as a qualifying holding
for VCT purposes will in any event be conditional (amongst other
things) on the qualifying conditions being satisfied throughout the
period of ownership both by the Company and (as regards those
conditions to be met by the investor) the investor throughout a
period of at least three years from the date of issue. There can be
no assurance that the Company will conduct its activities in a way
that will secure or retain qualifying status for VCT purposes (and
indeed circumstances may arise where the directors of the Company
believe that the interests of the Group are not served by seeking
to retain such status). Further, the conditions for VCT Relief are
complex and relevant investors are recommended to seek their own
professional advice before investing. This paragraph is without
prejudice to any separate comfort letter which may have been given
by the Company to certain VCT investors in connection with their
investment.
Investors considering making a qualifying VCT investment are
recommended to seek their own professional advice in order that
they may fully understand how the relief legislation may apply in
their individual circumstances. Any shareholder who is in any doubt
as to his taxation position under the VCT legislation, or who is
subject to tax in a jurisdiction other than the UK, should consult
an appropriate professional adviser.
Enterprise Investment Scheme ("EIS")
The Company received advance assurance on 22 October 2020 from
HM Revenue & Customs ("HMRC") that it is a qualifying company
for the purposes of the Enterprise Investment Scheme ("EIS Advance
Assurance").
The Company has not sought to obtain an updated EIS Advance
Assurance from HMRC. The Company has carried on its business
activities as previously described to the HMRC, but if the Company
carries on activities beyond those disclosed previously to HMRC,
then shareholders may cease to qualify for these tax benefits.
Investors must take their own advice and rely on it.
The EIS Advance Assurance previously obtained by the Company
does not guarantee to any particular Placee the availability of any
form of relief under the relevant legislation for the EIS. The
Company has not received advice in relation to EIS eligibility and
there can be no certainty that EIS eligibility will apply.
The status of the EIS/VCT Placing Shares as a qualifying holding
for EIS purposes will in any event be conditional (amongst other
things) on the qualifying conditions being satisfied throughout the
period of ownership both by the Company and (as regards those
conditions to be met by the investor) the investor throughout a
period of at least three years from the date of issue. There can be
no assurance that the Company will conduct its activities in a way
that will secure or retain qualifying status for EIS purposes (and
indeed circumstances may arise where the directors of the Company
believe that the interests of the Group are not served by seeking
to retain such status). Further, the conditions for EIS Relief are
complex and relevant investors are recommended to seek their own
professional advice before investing. This paragraph is without
prejudice to any separate comfort letter which may have been given
by the Company to certain EIS investors in connection with the
EIS/VCT Placing.
Investors considering taking advantage of EIS Relief are
recommended to seek their own professional advice in order that
they may fully understand how the relief legislation may apply in
their individual circumstances. Any shareholder who is in any doubt
as to his taxation position under the EIS legislation, or who is
subject to tax in a jurisdiction other than the UK, should consult
an appropriate professional adviser.
Restriction on Further Issue of Shares
The Company has undertaken to Singer Capital Markets that,
between the date of the Placing Agreement and a period of 90 days
from Admission (the "Restricted Period"), neither the Company nor
any of its subsidiaries will, without the prior written consent of
Singer Capital Markets, directly or indirectly, offer, issue, lend,
sell or contract to sell, issue options in respect of or otherwise
dispose of or announce an offering or issue of any Ordinary Shares
(or any interest therein or in respect thereof) or any other
securities exchangeable for or convertible into, or substantially
similar to, Ordinary Shares or enter into any transaction with the
same economic effect as, or agree to do, any of the foregoing
(whether or not legally or contractually obliged to do so) provided
that the foregoing restrictions shall not restrict the ability of
the Company or any other member of the Group during the Restricted
Period to grant options under, or the allotment and issue of shares
pursuant to options under, any employee or non-executive share or
option schemes or long term incentive plans of the Company (in
accordance with its normal practice) or enter into any commitment
or agreement or arrangement or knowingly do or permit to be done
any other act or thing which, in any such case, constitutes a
significant new matter which would give rise to any obligation to
make any announcement to the London Stock Exchange or which may
(other than as referred to in the Placing Documents) involve any
increase in or obligation (whether contingent or otherwise) to
allot any of the capital of the Company.
By participating in the Placing, Placees agree that the exercise
by Singer Capital Markets of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the restrictive provisions on further issuance under
the Placing Agreement shall be within the absolute discretion of
Singer Capital Markets and that it need not make any reference to,
or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BM8HZD43) following Admission will take place within the system
administered by Euroclear UK & International Limited ("CREST"),
subject to certain exceptions. Singer Capital Markets reserves the
right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to them
at the Issue Price, the aggregate amount owed by such Placee to
Singer Capital Markets and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions in respect of the Placing
Shares that it has in place with Singer Capital Markets.
The Company will deliver (or will procure the delivery of) the
Placing Shares to a CREST account operated by Singer Capital
Markets as agent for the Company and Singer Capital Markets will
enter its delivery instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee
against payment.
It is expected that settlement in respect of the Placing Shares
will take place in respect of the Placing Shares on 20 February
2024. It is expected that the EIS/VCT Placing Shares will be
allotted unconditionally to potential Placees on 19 February 2024,
being the business day prior to Admission (or such later date as
the Company and Singer Capital Markets may agree in writing, being
no later than 5 March 2024). The allotment and issue of the EIS/VCT
Placing Shares is not conditional upon the allotment and issue of
the balance of the Placing Shares. However, it is conditional,
inter alia, on:
(a) the performance by the Company of certain specified
obligations under the Placing Agreement in so far as the same fall
to be performed prior to completion of the EIS/VCT Placing;
(b) the Placing Agreement having been entered into and it having
not been terminated prior to the issue of the EIS/VCT Placing
Shares; and
(c) the satisfaction or, where appropriate, the waiver of all
other conditions set out in the Placing Agreement relating to the
issue of the EIS/VCT Placing Shares.
Singer Capital Markets will use the CASS delivery versus payment
exemption (under CASS 6.1.12R and 7.11.14R within the FCA Handbook
Client Assets Sourcebook) with regard to settlement of shares
and/or funds, in connection with the Placing.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Singer Capital Markets may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for Singer Capital Markets' account
and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and will be required to bear any stamp duty or stamp duty
reserve tax or other taxes or duties (together with any interest or
penalties) imposed in any jurisdiction which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are issued 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. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither Singer Capital Markets or the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Singer Capital Markets (in its capacity as bookrunner and
placing agent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application
for Placing Shares, the following (save where Singer Capital
Markets expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its participation in the Bookbuild and the Placing and its
acquisition of the Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
Announcement and the Publicly Available Information ;
2. it acknowledges and agrees that its acceptance of its
participation in the Placing on the terms set out in this
Announcement is legally binding, irrevocable and is not capable of
termination or rescission by it in any circumstances;
3. (a) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix I) and any Publicly Available
Information; (b) the Ordinary Shares are admitted to trading on AIM
and that the Company is therefore required to publish certain
business and financial information in accordance with MAR and rules
and regulations of the London Stock Exchange (including the AIM
Rules) (collectively and together with the information referred to
in (a) above, the "Exchange Information") which includes a
description of the Company's business and the Company's most recent
balance sheet and profit and loss account, and similar statements
for preceding financial years, and that it has reviewed such
Exchange Information and that it is able to obtain or access such
information, or comparable information concerning any other
publicly traded company, in each case without undue difficulty; and
(c) it has had access to such financial and other information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares) concerning the Company, the Placing and the
Placing Shares as it has deemed necessary in connection with its
own investment decision to subscribe for any of the Placing Shares
and has satisfied itself that the information is still current and
has relied on that investigation for the purposes of its decision
to participate in the Placing;
4. to be bound by the terms of the Articles of Association of the Company;
5. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Singer Capital Markets or the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify Singer Capital Markets and the Company on an
after-tax basis in respect of any Indemnified Taxes;
6. neither Singer Capital Markets nor any of its affiliates,
agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person in connection with
the Placing;
7. time is of the essence as regards its obligations under this Appendix I;
8. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Singer Capital Markets;
9. it will not distribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not distributed, forwarded, transferred, duplicated, or
otherwise transmitted any such documents to any person;
10. it has not received (and will not receive) a prospectus or
other offering document in connection with the Bookbuild, the
Placing or the Placing Shares and acknowledges that no prospectus
or other offering document (a) is required under the UK Prospectus
Regulation or other applicable law; and (b) has been or will be
prepared in connection with the Placing;
11. in connection with the Placing, Singer Capital Markets and
any of its affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing
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 the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to
Singer Capital Markets or any of its affiliates acting in such
capacity;
12. Singer Capital Markets and its affiliates may enter into
financing arrangements and swaps with investors in connection with
which Singer Capital Markets and any of its affiliates may from
time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares;
13. Singer Capital Markets does not intend to disclose the
extent of any investment or transactions referred to in paragraphs
11 and 12 above otherwise than in accordance with any legal or
regulatory obligation to do so;
14. Singer Capital Markets does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
15. its participation in the Placing is on the basis that it is
not and will not be a client of Singer Capital Markets in
connection with its participation in the Placing and that Singer
Capital Markets has no duties or responsibilities to it for
providing the protections afforded to its clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
16. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company (and such other persons specifically
identified as accepting responsibility to certain parts thereto)
and neither Singer Capital Markets nor any of its affiliates
agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation,
warranty or statement contained in, or omission from, the Placing
Documents, the Publicly Available Information or otherwise nor will
they be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or
statement contained in the Placing Documents, the Publicly
Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
17. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 17 ), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
18. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Singer Capital Markets nor the Company nor any of
their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
the Placing Documents, or the Publicly Available Information or
otherwise;
19. neither Singer Capital Markets or the Company nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly
Available Information; nor has it requested any of Singer Capital
Markets or the Company or any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information;
20. neither Singer Capital Markets or the Company will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
21. it may not rely, and has not relied, on any investigation
that Singer Capital Markets, any of its affiliates or any person
acting on its behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and none
of such persons has made any representation, express or implied,
with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
22. in making any decision to subscribe for Placing Shares it:
(a) has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares;
(b) will not look to Singer Capital Markets for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of a similar
nature to the Ordinary Shares and in the sector in which the
Company operates and is aware that it may be required to bear, and
is able to bear, the economic risk of participating in, and is able
to sustain a complete loss in connection with, the Placing and has
no need for liquidity with respect to its investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) is aware and understands that an investment in the Placing
Shares involves a considerable degree of risk; and
(g) has had sufficient time and access to information to
consider and conduct its own due diligence, examination,
investigation and assessment with respect to the offer and purchase
of the Placing Shares, including the legal, regulatory, tax,
business, currency and other economic and financial considerations
relevant to such investment and has conducted its own due
diligence, examination, investigation and assessment of the Company
and Group, the Placing Shares and the terms of the Placing and has
satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
23. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations, warranties, undertakings and
agreements contained in this Appendix I;
24. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or Singer Capital
Markets for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person), and
agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom
it is acting;
25. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Appendix I) and will honour such obligations and that it
has not taken any action or omitted to take any action which will
or may result in Singer Capital Markets or the Company or any of
their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
26. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
27. it irrevocably appoints any duly authorised officer of
Singer Capital Markets as its agent for the purpose of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares for which it agrees to subscribe or
purchase for upon the terms of this Appendix I;
28. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
29. the Placing Shares may not be offered, sold, or delivered,
directly or indirectly, in or into the Restricted Jurisdictions or
any jurisdiction (subject to certain exceptions) in which it would
be unlawful to do so and no action has been or will be taken by any
of the Company or Singer Capital Markets or any person acting on
behalf of the Company or Singer Capital Markets that would, or is
intended to, permit a public offer of the Placing Shares in the
Restricted Jurisdictions or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such
action for that purpose is required;
30. no action has been or will be taken by any of the Company or
Singer Capital Markets or any person acting on behalf of the
Company or Singer Capital Markets that would, or is intended to,
permit a public offer of the Placing Shares in the United States or
in any country or jurisdiction where any such action for that
purpose is required;
31. unless otherwise specifically agreed with Singer Capital
Markets, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, Australia,
New Zealand, Japan, the Republic of South Africa or any province or
territory of Canada;
32. it may be asked to disclose in writing or orally to Singer Capital Markets:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
33. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act;
34. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any
"general solicitation" or "general advertising" within the meaning
of Regulation D under the US Securities Act;
35. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from
the United States except pursuant to (i) an effective registration
statement under the US Securities Act; or (ii) pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and, in each
case, in accordance with applicable United States state securities
laws and regulations. No representation is being made as to the
availability of any exemption under the US Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
36. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
37. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor Singer Capital Markets
make any representation or warranty with respect to the same.
Accordingly, neither the Company nor Singer Capital Markets can
provide any advice to United States investors as to whether the
Company is or is not a PFIC for the current tax year, or whether it
will be in future tax years. Accordingly, neither the Company nor
Singer Capital Markets undertakes to provide to United States
investors or shareholders any information necessary or desirable to
facilitate their filing of annual information returns, and United
States investors and shareholders should not assume that this
information will be made available to them;
39. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant State, it is a Qualified Investor as
defined in Article 2(e) of the EU Prospectus Regulation;
40. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation;
41. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of Singer Capital Markets
has been given to each proposed offer or resale;
42. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
43. if in the United Kingdom, unless otherwise agreed by Singer
Capital Markets, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of COBS and it is
purchasing Placing Shares for investment only and not with a view
to resale or distribution;
44. it will not make an offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA;
45. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Singer Capital Markets in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
46. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
47. if it is a pension fund or investment company, its
subscription for/purchase of Placing Shares is in full compliance
with applicable laws and regulations;
48. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
49. in order to ensure compliance with the Regulations, Singer
Capital Markets (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to
Singer Capital Markets or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Singer Capital Markets' absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Singer Capital Markets'
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify Singer Capital Markets (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either Singer Capital
Markets and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited. Each Placee agrees to
hold harmless and indemnify on an after-tax basis Singer Capital
Markets and the Company against any liability, loss or cost ensuing
due to the failure to process such application, if such evidence or
information as has been requested has not been provided by it in a
timely manner;
50. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
51. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Appendix I on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as Singer Capital Markets may in its sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Issue Price and the
number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares;
52. any money held in an account with Singer Capital Markets on
behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money
will not be segregated from Singer Capital Markets' money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee;
53. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Singer Capital Markets or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
54. neither Singer Capital Markets nor any of its affiliates,
nor any person acting on behalf of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
Singer Capital Markets is not acting for it or its clients, and
that Singer Capital Markets will not be responsible for providing
the protections afforded to customers of Singer Capital Markets or
for providing advice in respect of the transactions described in
this Announcement;
55. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the trade
confirmation, contract note or other (oral or written) 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 Singer Capital Markets'
conduct of the Placing;
56. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
57. the rights and remedies of the Company and Singer Capital
Markets under the terms and conditions in this Appendix I are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others;
58. these terms and conditions of the Placing and any agreements
entered into by it pursuant to these terms and conditions and all
agreements to acquire shares pursuant to the Placing, and all
non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in
accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non- contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or Singer Capital Markets in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
59. it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
60. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime
Act 2002 and confirms that it has and will continue to comply with
those obligations;
61. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
62. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
63. it undertakes to Singer Capital Markets at the time of
making its commitment to subscribe for Placing Shares that it will
confirm in writing to Singer Capital Markets in the form of
confirmation sent by Singer Capital Markets to Placees the number
of Placing Shares and it intends to subscribe for and in respect of
which VCT Relief or EIS Relief will be sought (or which will
otherwise comprise Relevant Funding) and those Placing Shares in
respect of which such relief will not be sought (or which will
otherwise not comprise Relevant Funding);
64. it confirms that any of its clients, whether or not
identified to Singer Capital Markets or any of its affiliates, will
remain its sole responsibility and will not become clients of
Singer Capital Markets or any of its affiliates for the purposes of
the rules of the FCA or for the purposes of any other statutory or
regulatory provision;
65. that, as far as it is aware it is not acting in concert
(within the meaning given in the City Code) with any other person
in relation to the Company;
66. that, if they are an existing shareholder of Ordinary Shares
in the Company, they will not be eligible for EIS Relief in respect
of any Placing Shares applied for by them;
67. it has not done, and will not do, anything in relation to
the Placing which has resulted in or could result in any person
being required to publish a prospectus in relation to the Company
or to any Placing Shares in accordance with FSMA or the Prospectus
Regulation or in accordance with any laws applicable in any part of
the European Union or the EEA;
68. it agrees that the exercise by Singer Capital Markets of any
right of termination or any right of waiver exercisable by Singer
Capital Markets contained in the Placing Agreement or the exercise
of any discretion thereunder is within the absolute discretion of
Singer Capital Markets and Singer Capital Markets will not have any
liability to it 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); or (ii) the Placing
Agreement is terminated; or (iii) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will
lapse and its rights and obligations hereunder shall cease and
determine at such time and no claim shall be made by it in respect
thereof; and
69. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication
or assurance that the book will remain covered or that the Placing
and securities will be fully distributed by Singer Capital Markets
. Singer Capital Markets reserves the right to take up a portion of
the securities in the Placing as a principal position at any stage
at its sole discretion, among other things, to take account of the
Company's objectives, UK MiFID II requirements and/or its
allocation policies.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well Singer Capital Markets and are
irrevocable. Singer Capital Markets and the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such
Placee, irrevocably authorises the Company and Singer Capital
Markets to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after-tax
basis and hold the Company, Singer Capital Markets and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this Appendix I
or incurred by Singer Capital Markets, the Company or any of their
respective affiliates, agents, directors, officers or employees
arising from the performance of the Placees' obligations as set out
in this Announcement, and further agrees that the provisions of
this Appendix I shall survive after completion of the Placing.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM, a market operated by the London Stock
Exchange plc.
Singer Capital Markets Securities Limited is authorised and
regulated by the FCA in the United Kingdom and is acting as sole
bookrunner exclusively for the Company and no one else in
connection with the Placing and will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares
by the Company to Placees (and/or to persons for whom such Placee
is contracting as agent) free of stamp duty and stamp duty reserve
tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on
the allotment of the Placing Shares by the Company. The
registration of and the issue of definitive share certificates to
holders of Ordinary Shares should not give rise to any liability to
stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Ordinary Shares on AIM (including instruments
transferring Ordinary Shares and agreements to transfer Ordinary
Shares).
Such agreement also assumes that the Placing Shares are not
being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealings in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor Singer
Capital Markets will be responsible and the Placees shall indemnify
the Company and Singer Capital Markets on an after-tax basis for
any stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or Singer Capital Markets in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify Singer Capital
Markets accordingly. Placees are advised to consult with their own
advisers regarding the tax aspects of the subscription for Placing
Shares.
The Company and Singer Capital Markets are not liable to bear
any taxes that arise on a sale of Placing Shares subsequent to
their acquisition by Placees, including any taxes arising otherwise
than under the laws of any country in the EEA. Each prospective
Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify Singer Capital Markets and the
Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold Singer Capital Markets
and/or the Company and their respective affiliates harmless from
any and all interest, fines or penalties in relation to stamp duty,
stamp duty reserve tax and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its
agent.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them
of any Placing Shares or the agreement by them to subscribe for,
acquire, transfer or sell any Placing Shares.
All times and dates in this Announcement (including this
Appendix I to the Announcement) may be subject to amendment. Singer
Capital Markets shall notify the Placees and any person acting on
behalf of the Placees of any changes.
APPIX II
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP", "GBP", "pounds", "pound sterling" or "sterling", are to the lawful currency of the UK;
"p", "penny" or "pence"
"Admission" admission of the Placing Shares to trading on AIM becoming
effective in accordance with the
AIM Rules;
"after-tax basis" means in relation to any payment made to the Company,
Singer Capital Markets or their respective
affiliates, agents, directors, officers and employees in
accordance with Appendix I, that
such payment shall be calculated in such a manner as will
ensure that, after taking into account:
(i) any tax required to be deducted or withheld from the
payment; (ii) the amount and timing
of any additional tax which becomes payable by the
recipient as a result of the payments being
subject to tax in the hands of the recipient of the
payment; and (iii) the amount and timing
of any tax benefit which is obtained by the recipient of
the payment to the extent that such
tax benefit is attributable to the matter giving rise to
the payment or to the entitlement
to, or receipt of, the payment, or to any tax required to
be deducted or withheld from the
payment, the recipient of the payment is in the same
after-tax position as that in which it
would have been if the matter giving rise to the payment
had not occurred;
"AIM" the market of that name operated by the London Stock
Exchange;
"AIM Rules" the AIM Rules for Companies published and amended from
time to time by the London Stock Exchange;
AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers published by the
London Stock Exchange as amended from
time to time;
"Announcement" this Announcement, including the appendices and the terms
and conditions of the Placing set
out in Appendix I;
"Articles of Association" or "Articles" the articles of association of the Company;
"Bookbuild" the bookbuilding process to be conducted by Singer Capital
Markets to arrange participation
by Placees in the Placing;
"Certificated" or in "Certificated form" in respect of a share or other security, where that share
or other security is not in uncertificated
form (that is, not in CREST);
"Circular" the Company's circular to members of the Company to be
published on or about 25 January 2024
relating to the Fundraising and incorporating the Notice
of General Meeting;
"City Code" The City Code on Takeovers and Mergers;
"COBS" the FCA Handbook Conduct of Business Sourcebook;
"Company" Verici Dx Plc a company registered in England and Wales
with registered number 12567827 and
having its registered office at Avon House, 19 Stanwell
Road, Penarth, Cardiff, United Kingdom,
CF64 2EZ;
"CREST" the relevant system for the paperless settlement of trades
and the holding of uncertificated
securities operated by Euroclear in accordance with the
CREST Regulations;;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI
2001/3755), including (i) any enactment
or subordinate legislation which amends or supersedes
those regulations; and (ii) any applicable
rules made under those regulations or any such enactment
or subordinate legislation for the
time being in force;
"Directors" or "Board" the directors of the Company for the time being, together
being the board of directors;
"EEA" European Economic Area;
"EIS Relief" relief from UK tax under Part 5 of the Income Tax Act 2007
and any provisions of UK or European
law referred to therein;
"EIS/VCT Placing" the placing of the EIS/VCT Placing Shares by Singer
Capital Markets pursuant to the Placing
Agreement;
"EIS/VCT Placing Shares" means the new Ordinary Shares to be issued by the Company
pursuant to the EIS/VCT Placing,
in the number to be agreed between Singer Capital Markets
and the Company following completion
of the Bookbuild;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended and
supplemented from time to time);
"Euroclear" Euroclear UK & International Limited, the operator of
CREST;
"FCA" the UK Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000;
"Fundraising" the Placing and the Retail Offer;
"General Meeting" the general meeting of the shareholders of the Company
expected to be held on 19 February
2024 at 12.00 p.m. (or any reconvened meeting following
adjournment of the general meeting);
"Group" the Company and its subsidiary undertakings (and "Group
Company" shall be construed accordingly);
"Intermediaries" any financial intermediary that is appointed by Singer
Capital Markets in connection with
the Retail Offer after the date of the Placing Agreement
and "Intermediary" shall mean any
one of them;
"Issue Price" 9p per Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"MAR" means the EU Market Abuse Regulation (EU) 596/2014 and all
delegated or implementing regulations
relating to that Regulation as amended and transposed into
the laws of the United Kingdom
pursuant to the European Union (Withdrawal) Act 2018;
"Material Adverse Change" has the meaning given to such term in the Placing
Agreement;
"Nominated Adviser" has the meaning given to the expression "nominated
adviser" in the AIM Rules;
"Non-EIS/VCT Placing" the placing of the Non-EIS/VCT Placing Shares by Singer
Capital Markets pursuant to the Placing
Agreement;
"Non-EIS/VCT Placing Shares" means the new Ordinary Shares to be issued by the Company
pursuant to the Placing that are
not EIS/VCT Placing Shares, in the number to be agreed
between Singer Capital Markets and
the Company following completion of the Bookbuild;
"Notice of General Meeting" the notice of the General Meeting contained within the
Circular;
"Ordinary Shares" ordinary shares of GBP0.001 each in the capital of the
Company;
"Placees" persons who agree to subscribe for Placing Shares at the
Issue Price;
"Placing" the conditional placing by Singer Capital Markets as agent
of the Company of the Placing Shares
at the Issue Price in accordance with the Placing
Agreement comprising the EIS/VCT Placing
and the Non-EIS/VCT Placing;
"Placing Agreement" the agreement dated 24 January 2024 between the Company
and Singer Capital Markets relating
to the Placing;
"Placing Documents" this Announcement and the Result of Placing Announcement;
"Placing Shares" the EIS/VCT Placing Shares and Non-EIS/VCT Placing Shares
expected to be issued pursuant to
the Placing;
"Publicly Available Information" any information publicly announced through a Regulatory
Information Service by or on behalf
of the Company on or prior to the date of this
Announcement;
"Regulatory Information Service" the meaning given to it in the AIM Rules;
"Relevant Funding" means any funding received pursuant to an investment, loan
or grant from any investor who:
(i) is a venture capital trust (as defined in Part 6 of
the Income Tax Act 2007); or (ii)
has claimed, or is intending to claim, tax relief on that
investment under the Seed Enterprise
Investment Scheme (under Part 5A of the Income Tax Act
2007) or the Enterprise Investment
Scheme (under Part 5 of the Income Tax Act 2007);
"Resolutions" the resolutions contained in the Notice of General
Meeting;
"Restricted Jurisdictions" has the meaning given to it in Appendix 1 to this
Announcement;
"Result of Placing Announcement" the announcement of the result of the Placing;
"Retail Investors" existing shareholders of the Company who are resident in
the United Kingdom and are a customer
of an Intermediary who agrees conditionally to subscribe
for Retail Shares;
"Retail Offer" the offer of the Retail Shares, through Intermediaries, to
Retail Investors in the United
Kingdom who are existing holders of Ordinary Shares in the
Company (anticipated to be announced
shortly following the release of this Announcement);
"Retail Shares" any Ordinary Shares to be issued by the Company under the
terms of the Retail Offer;
"SCM Advisory" Singer Capital Markets Advisory LLP;
"SDRT" Stamp Duty Reserve Tax;
"Singer Capital Markets" Singer Capital Markets Securities Limited;
"subsidiary" or "subsidiary undertaking" have the meaning given to such term in the Companies Act
2006;
"Substantial Shareholder" a person who holds any legal or beneficial interest
directly or indirectly in 10 per cent.
or more of the ordinary shares of a company admitted to
trading on AIM as more fully defined
in the AIM Rules;
"Terms of Placing" has the meaning given to it in Appendix 1 to this
Announcement;
"UK or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK
domestic law by virtue of the European
Union (Withdrawal) Act 2018;
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the European
Union (Withdrawal) Act 2018;
"Uncertificated" or "in uncertificated form" in respect of a share or other security, where that share
or other security is recorded on
the relevant register of the share or security concerned
as being held in uncertificated form
in CREST and title to which, by virtue of the CREST
Regulations may be transferred by means
of CREST;
"US Securities Act" the US Securities Act of 1933, as amended; and
"VCT Relief" relief from UK tax under Part 6 of the Income Tax Act 2007
and any provisions of UK or European
law referred to therein.
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END
IOESEFSFLELSELF
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