REG - Avacta Group PLC - Proposed Fundraise to progress Therapeutics
28/02/2024 16:45
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RNS Number : 8447E Avacta Group PLC 28 February 2024
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28 February 2024
Avacta Group plc
("Avacta" or the "Company")
Proposed Fundraise to progress Therapeutics Division pipeline
Avacta Group plc (AIM: AVCT), a life sciences company developing innovative,
targeted oncology drugs and diagnostics, today announces a proposed capital
raise (the "Fundraise") comprising:
· a non-pre-emptive firm placing of new Shares (the "Firm Placing")
and a direct subscription by certain Directors (the "Direct Subscription") of
up to 27,520,485 new Shares at an offer price of 50 pence per new Share (the
"Offer Price"), raising gross proceeds of up to £13.8 million; and
· conditional upon Shareholder approval at a general meeting of
the Company on 18 March 2024 (the "General Meeting"):
o a non-pre-emptive placing of new Shares at the Offer Price, raising
gross proceeds of approximately £6.2 million (the "Conditional Placing"); and
o an offer of new Shares by the Company on the 'REX' platform to new and
existing retail investors at the Offer Price ("REX Offer"), raising gross
proceeds of up to £6.8 million.
The Offer Price represents a discount of approximately 34.0 per cent. to the
middle market closing price of a Share on 27 February 2024.
Data from the Phase 1 trial of AVA6000, the Company's lead pre|CISION™ drug,
show that the pre|CISION™ platform works as designed, and that AVA6000
specifically releases active doxorubicin in the tumour microenvironment.
Additionally, the data show that AVA6000 has improved the safety and
tolerability of doxorubicin and promising preliminary indications of clinical
activity have also been observed; dose and schedule optimisation is expected
to further increase the efficacy of AVA6000 in selected indications.
The majority of the net proceeds raised through the Firm Placing, the Direct
Subscription and the Conditional Placing alongside the Company's existing cash
resources will be used to initiate and progress the dose expansion and Phase 2
efficacy studies for its lead pre|CISION(TM) clinical programme, AVA6000, a
tumour targeted form of the chemotherapy drug doxorubicin, as well as for
general working capital for the Group until the end of 2025. The dose
expansions are expected to begin in H2 2024 in the USA, followed by the Phase
2 efficacy study, subject to funding and FDA approval, which the Board
considers to be a major value-driving event for the Group. The dose expansions
are expected to be in several orphan indications including soft tissue
sarcomas and the selection of these dose expansion indications will be
informed by data from the ongoing two-weekly and three-weekly dose escalation
studies.
The Directors believe that, subject to the successful completion of clinical
trials and receipt of the necessary regulatory approvals, AVA6000 has the
potential to compete effectively against other approaches that limit the
incidence and severity of doxorubicin related toxicities.
Additionally, proceeds in excess of £20 million, including any proceeds
raised through the REX Offer, alongside existing cash resources may also be
used for:
· completing investigational new drug ("IND") enabling studies,
submitting an IND/clinical trial application and initiating a Phase 1a dose
escalation study for AVA3996;
· progressing the current pre|CISION(TM) and Affimer(®)
pre-clinical pipelines.
As at 1 January 2024, Avacta Group Plc's unaudited cash position and principal
remaining under the convertible bond amounts stand at £16.6 million and
£40.8 million, respectively.
The Group continues to explore all available pathways to appropriately finance
its clinical therapeutics programmes over the longer term, including
non-dilutive funding through business development, attracting global
specialist biotech investors and potentially a NASDAQ dual-listing. Avacta is
also actively exploring routes to divest its Diagnostics division in a manner
which maximises value for shareholders.
Background to and reasons for the Fundraise
Avacta is a life sciences company working to improve people's health and
well-being through innovative oncology drugs and powerful diagnostics. The
Company operates through two divisions: Therapeutics and Diagnostics.
On 8 November 2022, Avacta announced the completion of a fundraise of
approximately £64.0 million (gross). The use of these proceeds has been
directed towards the execution of an M&A-led growth strategy for its
Diagnostics Division and progressing its oncology drug development pipeline.
Avacta has used part of these funds to complete the acquisitions of Launch
Diagnostics and Coris Bioconcept SRL ("Coris") as the first steps in building
an integrated in-vitro diagnostics ("IVD") business. This expanded Diagnostics
Division also has the advantage of Avacta's proprietary Affimer® platform,
which helps to differentiate its immunodiagnostic products in a competitive
market. Avacta Diagnostics is now focused on integrating and growing the
acquired businesses, driving efficiencies across the enlarged Group
infrastructure and delivering near-term financial performance of both
companies. The FY 2023 adjusted revenue for the Diagnostics Division is
approximately £22 million and the revenue forecast for FY 2024 is
approximately £24 million. The Diagnostics Division is expected to be EBITDA
positive in 2H 2024 and cash generative in 2025.
In light of progress in the clinic with the first of Avacta's pre|CISION(TM)
tumour targeted chemotherapy AVA6000, the Board has taken the strategic
decision to focus resources on its therapeutics drug development programmes as
the key value driver of the Group. The Group continues to explore all possible
pathways to appropriately finance its clinical therapeutics programmes
including divestment of the Diagnostics division in a manner that maximises
value for shareholders.
The most advanced asset within Avacta's Therapeutics Division is AVA6000 which
is currently progressing through a Phase 1a safety study. The Phase 1a
clinical trial involves a dose-escalation in patients with locally advanced or
metastatic selected solid tumours, known to be fibroblast activation protein
("FAP") α-positive, in which cohorts of patients receive ascending doses of
AVA6000 to optimise the dose level and dosing schedule to establish a
recommended Phase 2 dose.
The starting dose for cohort 1 was 80 mg/m(2) of AVA6000, which is equivalent
to 54 mg/m(2) of doxorubicin which is just below the standard dose for
doxorubicin. The Safety Data Monitoring Committee ("SDMC") reviewed the data
from cohort 1 in February 2022 and recommended that the dose be escalated to
120 mg/m(2). The SDMC approved dose escalation to 120 mg/m(2) in a second
cohort, 160 mg/m(2) in a third cohort, 200mg/m(2) in a fourth cohort,
250mg/m(2) in a fifth cohort, 310mg/m(2) in a sixth cohort and 385mg/m(2) in a
seventh and final cohort.
The data obtained to date in 40 patients with a range of solid tumours has
confirmed that AVA6000 has improved the safety and tolerability of
doxorubicin, with a marked reduction in the incidence and severity of the
usual doxorubicin related toxicities (including neutropenia, anemia and
leukopenia). Cohort 7, at a dose of 385mg/m(2) (equivalent to approximately
3.5 times the normal dose of doxorubicin), has not shown to date the typical
drug-related cardiotoxicity and pharmacokinetic data suggest that AVA6000 has
the potential to be used for 2-3 times more cycles (depending on dose) than
standard 75mg/m(2) doxorubicin dosing.
10 tumour biopsies obtained from 9 patients in different cohorts have also
been analysed in order to confirm the release of the active chemotherapy,
doxorubicin, in the tumour tissue. This analysis shows that AVA6000 targets
the release of doxorubicin to the tumour tissue at therapeutic levels which
are much higher than the levels being detected in the bloodstream at the same
time point.
Pharmacokinetic data indicate that systemic levels of doxorubicin are
considerably lower compared to standard 75mg/m(2) doxorubicin dosing,
potentially allowing for higher dosing or more treatment cycles.
Deepening tumour shrinkage has been observed in two patients with disease
predicted to have high FAP expression:
· A 59-year-old male with the diagnosis of undifferentiated
pleomorphic sarcoma, treated at 160 mg/m(2) on a three-weekly dosing ("Q3W"),
resulted in a Partial Response with a duration of greater than 6 months and a
tumour volume reduction of ~65%. Treatment is ongoing, with high FAP
expression observed in the tumour tissue and a favourable PK profile with
reduction in AUC which permits dosing for 7 additional cycles (~21 weeks); and
· A 79-year-old female with the diagnosis of angiosarcoma of the
spleen has been treated at 250 mg/m(2) Q3W, with Minor Response with visceral
(hepatic) metastases resulting in a reduction of 14% at cycle 2 and ~22% at
cycle 4, with a continued shrinkage of liver metastases at cycle 4 scan, with
interval development of new bone metastases (mixed response).
In addition, three patients with the diagnosis of solitary fibrous tumour have
been treated at the dose levels of 250 mg/m(2) and 200 mg/m(2). All 3 patients
with prolonged stable disease of 4-8 months with 2 of 3 patients ongoing,
having experienced rapid progression prior to enrolment. The PK profile
suggests additional cycles can be administered in all 3 patients.
The next steps with AVA6000 involve optimising the patient population, dose
and schedule in order to increase efficacy and tolerability of doxorubicin
treatment via pre|CISION™ targeting. Given the favourable safety data from
the three-weekly Phase 1a dosing study, a two-weekly dosing study, which is
now screening patients with high FAP levels in the USA, will assist in
optimising the schedule and dose for a Phase 2 study (dose expansions are
expected to begin in H2 2024 in the USA, subject to funding and FDA approval).
The Company would, dependent on the data obtained during the Phase 1a and
Phase 2 trials, anticipate commencing a potential Phase 3 trial in Q1 2026 for
AVA6000 (also subject to funding and regulatory approval).
The majority of the net proceeds raised through the Firm Placing, the Direct
Subscription and the Conditional Placing alongside the Company's existing cash
resources will be used to initiate and progress the dose expansion and Phase 2
efficacy studies for its lead pre|CISION(TM) clinical programme, AVA6000, a
tumour targeted form of the chemotherapy drug doxorubicin, as well as for
general working capital for the Group until the end of 2025. The dose
expansions are expected to begin in H2 2024 in the USA, followed by the Phase
2 efficacy study, subject to funding and FDA approval, which the Board
considers to be a major value-driving event for the Group. The dose expansions
are expected to be in several orphan indications including soft tissue
sarcomas and the selection of these dose expansion indications will be
informed by data from the ongoing two-weekly and three-weekly dose escalation
studies.
The Directors believe that, subject to the successful completion of clinical
trials and receipt of the necessary regulatory approvals, AVA6000 has the
potential to compete effectively against other approaches that limit the
incidence and severity of doxorubicin related toxicities.
Additionally, proceeds in excess of £20.0 million, including any proceeds
raised through the REX Offer, alongside existing cash resources may also be
used for:
· completing investigational new drug ("IND") enabling studies,
submitting an IND/clinical trial application and initiating a Phase 1a dose
escalation study for AVA3996;
· progressing the current pre|CISION(TM) and Affimer(®)
pre-clinical pipelines.
Significant Newsflow
The Company is anticipating the progression of its clinical development and
research stage programmes to important value inflection points across 2024 and
2025, which includes key deliverables for the pre|CISION(TM) pipeline:
· AVA6000:
o Read out of two-weekly and three-weekly dose escalation study data in late
Q2 2024;
o Presentation of Phase 1 three-weekly study clinical data at AACR 2024 in
April 2024; and
o Establish recommended Phase 2 dose in Q3 2024, initiating the dose
expansion phase in the US in H2 2024, followed by the Phase 2 study, subject
to funding and FDA approval.
· AVA3996:
o Complete IND enabling studies and submit IND/CTA application in Q4 2024/Q1
2025; and
o Initiate Phase 1a dose escalation study in the first half of 2025.
· pre|CISION™ pre-clinical pipeline:
o Next clinical candidate to be selected Q1 2025;
o Tumour microenvironment activated drug conjugate clinical candidate to
selected in the second half of 2025; and
o Further expand pipeline;
Details of the Placing
The Placing will be conducted through an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following this announcement
(being, together with the Appendices hereto, this "Announcement") and will be
made available to new and existing institutional investors. Stifel Nicolaus
Europe Limited ("Stifel"), Peel Hunt LLP ("Peel Hunt") and Turner Pope
Investments (TPI) Limited ("Turner Pope" and, together with Stifel and Peel
Hunt, the "Joint Bookrunners") are acting as joint bookrunners in respect of
the Placing. Beech Hill Securities, Inc. ("Beech Hill" and, together with the
Joint Bookrunners, the "Banks") is acting as US placing agent.
The Placing is subject to the Terms and Conditions set out in Appendix I to
this Announcement. The number of Placing Shares to be placed at the Offer
Price will be decided following completion of the Bookbuild. The book will
open with immediate effect following this Announcement. The timing of the
closing of the book and allocations are at the absolute discretion of the
Company and the Bookrunners. Details of the number of Placing Shares to be
issued will be announced as soon as practicable after the close of the
Bookbuild. The Placing is not underwritten.
The Placing will comprise the Firm Placing and the Conditional Placing. At the
Company's annual general meeting in 2023, the Company obtained shareholder
approval to issue Shares representing up to 10% of the Company's then issued
ordinary share capital on a non-pre-emptive basis. The allotment and issue of
the Firm Placing Shares will rely on the existing Shareholder authorities.
However, the allotment and issue of any Conditional Placing Shares will
require the Company to convene the General Meeting and will be conditional,
amongst other things, upon such Shareholder approval being granted.
The Firm Placing may complete even if the Conditional Placing does not,
whether by reason of a failure to obtain Shareholder approval or
non-satisfaction of the other conditions. If this eventuality was to arise,
the Company will not receive any proceeds of the Conditional Placing and it
will not be able to fund the development of its programmes or extend its cash
runway as indicated above. The Company estimates that the proceeds of the Firm
Placing plus its existing cash resources will finance the Company through to
30 June 2025.
Subject to the discretion of the Company and the Bookrunners to elect
otherwise, the Firm Placing Shares and the Conditional Placing Shares will be
allocated proportionately with the same investors. An investor allocated Firm
Placing Shares will be conditionally allocated an equivalent proportion of
Conditional Placing Shares.
The Firm Placing is conditional upon, among other things, on the placing
agreement entered into today between the Company and the Banks (the "Placing
Agreement") not being terminated in accordance with its terms before First
Admission and the Conditional Placing is conditional upon, among other things,
on the Placing Agreement not being terminated in accordance with its terms
before Second Admission.
The Placing Shares, when issued, will be credited as fully paid and will rank
pari passu in all respects with the Company's then existing Shares, including
the right to receive all dividends and other distributions declared, made or
paid on or in respect of such shares after the date of issue.
Appendix I sets out further information relating to the Bookbuild and the
terms and conditions of the Placing. Persons who chose to participate in the
Placing, by making an oral, electronic or written offer to subscribe for
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendices) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in Appendix I.
Details of the Direct Subscription
Certain Directors, being Eliot Forster (Chairman), Alastair Smith (CEO),
Christina Coughlin (Head of Research & Development) and Shaun Chilton
(Non-Executive Director) (the "Board Subscribers"), have conditionally agreed
to subscribe for an aggregate amount of £65,000 of Direct Subscription Shares
at the Offer Price pursuant to the Direct Subscription. The Direct
Subscription is not underwritten.
The Direct Subscription is conditional, inter alia, upon First Admission
becoming effective by no later than 8.00 a.m. on 4 March 2024 or such later
time and/or date as the Board Subscribers and the Company may agree.
If any of the conditions to the Direct Subscription are not satisfied, the
Direct Subscription Shares will not be issued and any monies received from the
Board Subscribers will be returned to them.
The Direct Subscription Shares are not subject to clawback and are not part of
or subject to any condition related to the REX Offer or the passing of the
Resolutions at the General Meeting.
The Direct Subscription Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Company's then existing Shares, including the right to
receive all dividends and other distributions declared, made or paid after the
date of their issue.
Details of the REX Offer
The Company has separately engaged Peel Hunt to undertake an intermediaries
offer of the REX Offer Shares at the Offer Price, alongside the Firm Placing,
the Direct Subscription and the Conditional Placing to new and existing retail
investors through its 'REX' platform.
The REX Offer Shares are not part of the Placing and are not Placing Shares.
The REX Offer is not underwritten or made subject to the terms and conditions
set out in Appendix I to this Announcement. However, the issue and allotment
of the REX Offer Shares is conditional, amongst other things. upon Shareholder
approval being granted at the General Meeting.
A separate announcement will be made shortly by the Company regarding the REX
Offer and its terms and conditions.
No prospectus will be published in connection with the REX Offer.
Admission
Applications will be made to the London Stock Exchange for (i) admission of
the Firm Placing Shares and the Direct Subscription Shares to trading on AIM
("First Admission") and (ii) admission of the Conditional Placing Shares and
such number of REX Offer Shares as are subscribed for to trading on AIM
("Second Admission" and together with First Admission, "Admission"). It is
expected that First Admission will become effective at or around 8.00 a.m.
on 4 March 2024 or such later time and date (being not later than 8.00 a.m. on
11 March 2024) and the Second Admission will become effective at or around
8.00 a.m. on 19 March 2024 or such later time and date (being not later than
8.00 a.m. on 26 March 2024), in each case as the Bookrunners and the Company
may agree.
General Meeting
The Circular, including notice of the General Meeting, is expected to be sent
to Shareholders and be made available on the Company's website at
https://avacta.com/ (https://avacta.com/) on or around 1 March 2024.
It is proposed that the General Meeting be held at Walker Morris LLP, 33
Wellington Street, Leeds, LS1 4DL at 11.00 a.m. on 18 March 2024, where the
resolution will be proposed to seek authority to issue and allot the new
Shares pursuant to the Conditional Placing and the REX Offer.
Unsecured Convertible Bonds
In October 2022, the Group issued senior unsecured convertible bonds (the
"Bonds") of £55.00 million in aggregate principal amount to a fund advised by
Heights Capital Ireland LLC ("Heights"). The Bonds were issued at 95% par
value resulting in total gross cash proceeds of £52.25 million with a 6.5 per
cent. coupon and amortise quarterly at 5 per cent. of the initial principal
amount, with an initial 25 per cent. conversion premium to the offer price and
a five-year term.
The Bonds were issued with a five-year term and are repayable in 20 quarterly
amortisation repayments of principal and interest in either cash or in new
Shares at the Group's option. If paid in new Shares, the repayment is at the
lower of the initial conversion price (118.75 pence) or a 10 per cent.
discount to the volume weighted average price ("VWAP") in the five- or ten-day
trading period prior to each election date. The Bonds contain various
conversion and redemption features together with standard UK market
anti-dilution features.
As a result of the Offer Price being less than 95 per cent. of the VWAP in the
five-day trading period prior to the announcement of the Placing, the Direct
Subscription and the REX Offer, the conversion price (118.75 pence) and the
reset floor price (95 pence) will be recalculated by the calculation agent
using an adjustment factor calculation as follows:
1. the adjustment factor will be (A+B)/(A+C), where:
1. A = number of Shares in issue immediately before the date of first
public announcement of the terms (the "Pricing Date") of the Bookbuild;
2. B = aggregate gross proceeds of the Bookbuild divided by the Current
Market Price ("CMP") on the Pricing Date of the Bookbuild, where CMP on the
Pricing Date = arithmetic average of the five daily VWAPs immediately
preceding the Pricing Date; and
3. C = number of Shares comprised in the Bookbuild.
The principal remaining under the Bonds was reduced by a further £2.55
million to £38.25 million on 22 January 2024 following the fifth quarterly
amortisation.
General
Capitalised terms used but not otherwise defined in the text of this
Announcement are defined in Appendix II.
This Announcement is released by the Company and contains inside information
under the UK Market Abuse Regulation, encompassing information relating to the
Fundraise described above. The person responsible for arranging for the
release of this Announcement on behalf of the Company is Tony Gardiner, Chief
Financial Officer.
For further information from Avacta Group plc, please contact:
Avacta Group plc Tel: +44 (0) 1904 21 7070
Alastair Smith, Chief Executive Officer www.Avacta.com (http://www.Avacta.com)
Tony Gardiner, Chief Financial Officer
Michael Vinegrad, Group Communications Director
Stifel (Joint Bookrunner, Nomad and Joint Broker) Tel: +44 (0) 20 7710 7600
Nicholas Moore / Nick Adams / Samira Essebiyea / Nick Harland / Ben Good www.stifel.com (http://www.stifel.com/)
Peel Hunt (Joint Bookrunner and Joint Broker) Tel: +44 (0) 20 7418 8900
James Steel / Sohail Akbar / Patrick Birkholm www.peelhunt.com (http://www.peelhunt.com)
ICR Consilium (Media and IR) avacta@consilium-comms.com (mailto:avacta@consilium-comms.com)
Mary-Jane Elliott / Jessica Hodgson / Sukaina Virji
About Avacta Group plc - https://www.Avacta.com
Avacta Group is a UK-based company focused on improving healthcare outcomes
through targeted cancer treatments and diagnostics.
Avacta has two divisions: an oncology biotech division harnessing proprietary
therapeutic platforms to develop novel, highly targeted cancer drugs, and a
diagnostics division, which is executing on an M&A led growth strategy to
create a full-spectrum diagnostics business focused on supporting healthcare
professionals and broadening access to testing. Avacta's two proprietary
platforms, Affimer® and pre|CISION™ underpin its cancer therapeutics whilst
the diagnostics division leverages the Affimer® platform to drive competitive
advantage in its markets.
The pre|CISION™ platform modifies chemotherapy to be activated only in the
tumour tissue, reducing systemic exposure and toxicity. This is achieved by
harnessing an enzyme called FAP which is highly upregulated in most solid
tumours compared with healthy tissues, turning chemotherapy into a "precision
medicine". The lead pre|CISION™ programme, AVA6000 a tumour activated form
of doxorubicin, is in Phase 1 studies and has shown improvement in safety
compared with standard doxorubicin, and early signs of clinical activity.
Affimer® is a novel biologic platform which has significant technical and
commercial advantages compared with antibodies and is used both to develop
advanced immunotherapies and to improve the performance of immunodiagnostics.
With a balanced business and capital allocation model: a high-value oncology
pipeline supported by a revenue generating, fast-growing diagnostics business,
Avacta seeks to create long-term shareholder value alongside patient benefit.
To register for news alerts by email go to
https://avacta.com/investors/investor-news-email-alerts/
(https://avacta.com/investors/investor-news-email-alerts/)
Important Notices
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the New Shares is being made in any such
jurisdiction.
No action has been taken by the Company, any of the Banks or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the New Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such New
Shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the Company and
the Banks to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required to be published (in
accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus
Regulation") or the EU Prospectus Regulation as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK
Prospectus Regulation")). Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or tax adviser
for legal, business, financial or tax advice.
The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any State or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares will be offered and sold only: (i) outside of
the United States in "offshore transactions" (as such term is defined in
Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation
S and otherwise in accordance with applicable laws; and (ii) in the United
States to persons who are "qualified institutional buyers" (as defined in Rule
144A under the Securities Act) ("QIBs") and who have executed and delivered to
the Company and the Banks an Investor Representation Letter substantially in
the form provided to it, in each case, pursuant to an exemption from, or in a
transaction not subject to, registration under the Securities Act. No public
offering of the New Shares will be made in the United States or elsewhere,
other than the REX Offer Shares under the REX Offer.
The Fundraise has not been approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission in the
United States or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraise, or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing.
This Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation and who are
also: (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. 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.
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 South Africa in relation to the
New Shares and the New 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 South Africa. Accordingly, the New
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 South Africa or any other jurisdiction in
which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral, electronic or written and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained in Appendix I to this Announcement and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in Appendix I to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries from time to time
(the "Group"). Words such as "believes", "anticipates", "estimates",
"expects", "intends", "plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words and similar
future or conditional expressions, are intended to identify forward-looking
statements and forecasts but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon future circumstances that have
not occurred. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's actual
financial condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or implied by
these forward-looking statements and forecasts. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements and forecasts. The forward-looking
statements and (if any) forecasts contained in this Announcement speak only as
of the date of this Announcement. The Company, its directors, the Banks, their
respective affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements and forecasts, whether as a result of new
information, future events or otherwise, unless required to do so by
applicable law or regulation or the London Stock Exchange.
Stifel, Peel Hunt and Turner Pope are authorised and regulated in the United
Kingdom by the FCA and Beech Hill is a FINRA Member broker-dealer registered
with the Securities and Exchange Commission. Each Bank is acting exclusively
for the Company and no one else in connection with the Placing, the contents
of this Announcement or any other matters described in this Announcement.
Neither Bank will regard any other person as its client in relation to the
Placing, the content of this Announcement or any other matters described in
this Announcement and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to the
Placing, the content of this Announcement or any other matters referred to in
this Announcement.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Bank or by any of its affiliates or any person acting on
its or their behalf as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraise. Any indication
in this Announcement of the price at which Shares have been bought or sold in
the past cannot be relied upon as a guide to future performance. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the New
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the New Shares will be made pursuant to one or more exemptions
under the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the FSMA does not require approval of the communication by an
authorised person.
The New Shares to be issued or sold pursuant to the Fundraise will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: (a) the price of the Placing Shares may decline
and investors could lose all or part of their investment; (b) the Placing
Shares offer no guaranteed income and no capital protection; and (c) an
investment in the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
the Banks will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 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 THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129,
AS AMENDED (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") AND WHO
ARE: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO
WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW)
OR ELSEWHERE.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or South Africa or any jurisdiction in which
such release, publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement, the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company or by Stifel Nicolaus Europe
Limited ("Stifel") or by Peel Hunt LLP ("Peel Hunt") or by Turner Pope
Investments (TPI) Limited ("Turner Pope" and, together with Stifel and Peel
Hunt, the "Joint Bookrunners") or by Beech Hill Securities, Inc. ("Beech Hill"
and, together with the Joint Bookrunners, the "Banks") or any of their
respective Affiliates or any of its or their respective agents, directors,
officers or employees (collectively "Representatives") which would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves that it is
lawful to do so. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any such
action. Persons into whose possession this Announcement comes are required by
the Company and the Banks to inform themselves about, and to observe, any such
restrictions.
This Announcement does not itself constitute or form part of an offer to sell
or issue or the solicitation of an offer to buy or subscribe for securities
referred to herein in the United States or any other Restricted Territory or
any jurisdiction where such offer or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
from the requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as amended
(the "FSMA") does not require approval of the communication by an authorised
person.
The Placing has not been approved and will not be approved or disapproved by
the United States Securities and Exchange Commission, any state securities
commission in the United States or any 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.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
None of the Company, the Banks or any of their respective Affiliates or its or
their respective Representatives makes any representation or warranty, express
or implied, to any Placees regarding any investment in the securities referred
to in this Announcement under the laws applicable to such Placees.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Bank or any of its Affiliates or its or their respective
Representatives as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefor is
expressly disclaimed.
Each Bank is acting exclusively for the Company and no-one else in connection
with the Placing and is not, and will not be, responsible to anyone (including
the Placees) other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; (ii) to be participating and making
such offer on the terms and conditions contained in this Appendix; and (iii)
to be providing (and shall only be permitted to participate in the Placing on
the basis that they have provided) the representations, warranties,
undertakings, agreements, acknowledgments and indemnities contained in this
Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. if it is in a member state of the EEA, it is a Qualified
Investor;
3. if it is in the United Kingdom, it is a UK Qualified
Investor;
4. it is subscribing for Placing Shares for its own account or
is subscribing for 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, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix;
5. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable): (i) the Placing Shares subscribed for by it in the Placing
will not be subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors, or persons in the
United Kingdom other than UK Qualified Investors or in circumstances in which
the prior consent of the Bookrunners has been given to each proposed offer or
resale; or (ii) where the Placing Shares have been subscribed for by it on
behalf of persons in a member state of the EEA other than Qualified Investors,
or in the United Kingdom other than UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation or the
UK Prospectus Regulation (as applicable) as having been made to such persons;
6. it understands that the Placing Shares have not been and
will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold or transferred, directly or indirectly, within
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States;
7. other than a limited number of "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule
144A") who have delivered to the Company and the Banks a US Investor Letter
substantially in the form provided to it: (i) it and the person(s), if any,
for whose account or benefit it is acquiring the Placing Shares are purchasing
the Placing Shares in an "offshore transaction" as defined in Regulation S;
(ii) it is aware of the restrictions on the offer and sale of the Placing
Shares pursuant to Regulation S; and (iii) the Placing Shares have not been
offered to it by means of any "directed selling efforts" as defined in
Regulation S; and
8. the Company and each Bank will rely upon the truth and
accuracy of, and compliance with, the foregoing representations, warranties,
undertakings, agreements and acknowledgements. Each Placee hereby agrees with
each Bank and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued. A Placee
shall, without limitation, become so bound if any Bank confirms (orally or in
writing) to such Placee its allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
The Fundraise will comprise the Placing, the REX Offer and the Direct
Subscription. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. Members of the public are not
entitled to participate in the Placing.
A summary of the Direct Subscription can be found in the main body of this
Announcement.
Details of the REX Offer can be found in the separate announcement by the
Company regarding the REX Offer and its terms.
Bookbuild
Following this Announcement, the Banks will today commence the Bookbuild to
determine demand for participation in the Placing by Placees. No commissions
will be paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect.
The Bookrunners 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.
Details of the Placing Agreement and of the Placing Shares
Stifel, Peel Hunt and Turner Pope are acting as joint bookrunners in
connection with the Placing. Beech Hill is acting as US placing agent in
connection with the Placing. None of the Banks are acting for the Company with
respect to the Direct Subscription. None of Stifel, Beech Hill or Turner Pope
is acting for the Company with respect to the REX Offer.
The Banks today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, each Bank
has agreed, as agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for the Placing Shares at a price of 50 pence
per Placing Share (the "Offer Price") and in such number to be determined
following completion of the Bookbuild. The final number of Placing Shares will
be determined by the Company and the Bookrunners at the close of the Bookbuild
and will be set out in the placing terms (if executed) (the "Placing Terms").
The timing of the closing of the book and allocations are at the discretion of
the Company and the Bookrunners. Details of the number of Placing Shares will
be announced as soon as practicable after the close of the Bookbuild.
At the Company's annual general meeting in 2023, the Company obtained
Shareholder approval to issue Shares representing up to 10% of the Company's
then issued ordinary share capital on a non-pre-emptive basis. The allotment
and issue of the Firm Placing Shares will rely on the existing Shareholder
authorities. However, the allotment and issue of any Conditional Placing
Shares will require the Company to convene the General Meeting, expected to be
held on 18 March 2024, and will be conditional upon such Shareholder approval
being granted.
The Firm Placing may complete even if the Conditional Placing does not,
whether by reason of a failure to obtain Shareholder approval or
non-satisfaction of the other conditions. If this eventuality was to arise,
the Company will not receive any proceeds of the Conditional Placing and it
will not be able to fund the development of its programmes or extend its cash
runway as indicated above. The Company estimates that the proceeds of the Firm
Placing plus its existing cash resources will finance the Company through to
30 June 2025.
Subject to the discretion of the Company and the Bookrunners to elect
otherwise, the Firm Placing Shares and the Conditional Placing Shares will be
allocated proportionately with the same investors. An investor allocated Firm
Placing Shares will be conditionally allocated an equivalent proportion of
Conditional Placing Shares.
The Firm Placing Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the then existing Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Shares after the First Closing Date. The Conditional Placing
Shares will, when issued, be credited as fully paid and will rank pari passu
in all respects with the then existing Shares, including the right to receive
all dividends and other distributions declared, made or paid in respect of the
Shares after the Second Closing Date. The Placing Shares will be issued free
of any encumbrances, liens or other security interests.
The Placing Shares are not subject to clawback in respect of valid
applications for New Shares pursuant to the REX Offer. The Placing is not
underwritten.
Applications for admission to trading
Applications will be made to the London Stock Exchange for (i) admission of
the Firm Placing Shares and Direct Subscription Shares to trading on AIM
("First Admission") and (ii) admission of the Conditional Placing Shares and
the REX Offer Shares to trading on AIM ("Second Admission" and together with
First Admission, "Admission"). It is expected that the First Admission will
become effective at or around 8.00 a.m. on 4 March 2024 or such later time and
date (being not later than 8.00 a.m. on 11 March 2024). Subject to, amongst
other things, the passing of the Resolutions, it is expected that the Second
Admission will become effective at or around 8.00 a.m. on 19 March 2024 or
such later time and date (being not later than 8.00 a.m. on 26 March 2024), in
each case as the Bookrunners and the Company may agree.
Participation in, and principal terms of, the Placing
1. Each Bank is arranging the Placing severally, and not
jointly nor jointly and severally, as agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by a Bank. Each
Bank and its Affiliates are entitled to enter bids in the Bookbuild as
principal.
3. The results of the Placing and the number of Placing Shares
will be announced on a Regulatory Information Service following the completion
of the Bookbuild (the "Placing Results Announcement").
4. To bid in the Bookbuild, prospective Placees may
communicate their bid by telephone or in writing to their usual sales contact
at a Bank. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Offer Price. Bids may be
scaled down by the Bookrunners in their sole discretion.
5. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent of the
relevant Bank, will not be capable of variation or revocation after the time
at which it is submitted. Each Placee's obligations will be owed to the
Company and each Bank. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Banks, to pay to the relevant
Bank (or as the relevant Bank may direct) as agent for the Company in cleared
funds an amount equal to the product of the Offer Price and the number of
Placing Shares that such Placee has agreed to subscribe for and the Company
has agreed to allot and issue to that Placee.
6. The Bookbuild is expected to close no later than 7.00 p.m
(London time) on 28 February 2024, but may be closed earlier or later at the
discretion of the Bookrunners. The Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed. Each
Placee's allocation will be determined by the Company in consultation with the
Bookrunners and will be confirmed to Placees orally or in writing by the
relevant Bank following the close of the Bookbuild and a trade confirmation
will be dispatched as soon as possible thereafter. That oral or written
confirmation (at the relevant Bank's discretion) to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of each Bank and the Company,
under which such Placee agrees to subscribe for the number of Placing Shares
allocated to it and to pay the Offer Price for each such Placing Share on the
terms and conditions set out in this Appendix and in accordance with the
Company's constitutional documents.
7. The Bookrunners may, notwithstanding paragraphs 4 and 5
above, and subject to the prior consent of the Company: (i) allocate Placing
Shares after the time of any initial allocation to any person submitting a bid
after that time; and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The acceptance of bids
shall be at the absolute discretion of the Bookrunners. The Company reserves
the right (upon agreement with the Bookrunners) to reduce or seek to increase
the amount to be raised pursuant to the Placing.
8. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the delivery by each such Placee of a US
Investor Letter substantially in the form provided to it.
9. Except as required by law or regulation, no press release
or other announcement will be made by the Banks or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be subscribed for pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the relevant conditions
referred to below under "Conditions of the Placing" (including with respect to
the Conditional Placing, the passing of the Resolutions) and to the Placing
not being terminated on the basis referred to below under "Termination of the
Placing Agreement" by the relevant date.
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by a Bank.
13. To the fullest extent permissible by law, no Bank nor any of
its Affiliates nor any of its or their respective Representatives shall have
any responsibility or liability to any Placee (or to any other person (other
than the Company) whether acting on behalf of a Placee or otherwise). In
particular, no Bank nor any of its Affiliates nor any of its or their
respective Representatives shall have any responsibility or liability
(including to the fullest extent permissible by law, any fiduciary duties) in
respect of each Bank's conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Banks and the Company may agree.
Conditions of the Placing
1. The Firm Placing is conditional upon the Placing Agreement
becoming unconditional (as it relates to the Firm Placing) and not having been
terminated in accordance with its terms prior to First Admission. The
Conditional Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its terms
prior to Second Admission.
2. The obligations of the Banks under the Placing Agreement in
relation to the Firm Placing are conditional on certain conditions, including,
among other things:
(a) the release of the REX Offer Announcement through a
Regulatory Information Service alongside this Announcement;
(b) the Placing Terms having been executed by the Company and
the Bookrunners;
(c) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service immediately following
the execution of the Placing Terms;
(d) the posting of the Circular and the General Meeting Notice
to all persons entitled to receive it by no later than 5:00 p.m. on 1 March
2024 (or such later time and date as the Company and the Bookrunners may agree
in writing) and no supplementary Circular being published by the Company prior
to First Admission;
(e) 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 First Admission save to the extent such breach, in the
opinion of the Bookrunners (acting in good faith), is not material;
(f) each of the warranties given by the Company contained in
the Placing Agreement being true, accurate and not misleading: (i) as at the
date of the Placing Agreement; (ii) as at the time of the execution of the
Placing Terms; (iii) immediately prior to the publication any supplementary
circular prior to First Admission, and (iii) as at and on First Admission, in
each case, as though they had been given and made at such times and on such
dates by reference to the facts and circumstances from time to time
subsisting;
(g) no matter having arisen prior First Admission in respect of
which indemnification or contribution might, in the opinion of the
Boorkrunners (acting in good faith), reasonably be expected to be sought under
the Placing Agreement;
(h) customary legal opinions and other documents being delivered
to the Banks prior to First Admission;
(i) the Company having allotted, subject only to First
Admission, the Firm Placing Shares in accordance with the Placing Agreement;
(j) the Company not being in breach of any of its obligations
under the terms of the REX Offer which fall to be performed or satisfied prior
to First Admission save to the extent such breach, in the opinion of the
Bookrunners (acting in good faith) is not material; and the REX Offer not
having been revoked by the Company prior to First Admission;
(k) each REX Offer Document and Direct Subscription Letter
remaining in full force and effect, not having lapsed or been terminated or
amended in accordance with its terms prior to First Admission; (ii) no
condition to which such document is subject having become incapable of
satisfaction and not having been waived prior to First Admission; and (iii) no
event having arisen prior to First Admission which gives a party thereto a
right to terminate such document;
(l) First Admission occurring at or around 8.00 a.m. on 4
March 2024 (or such later time and/or date as the Bookrunners and the Company
may agree in writing, being not later than 8.00 a.m. on 11 March 2024),
(each a "First Closing Condition").
If, at First Admission, any of the First Closing Conditions is not fulfilled
or, where permitted, waived or extended by the Bookrunners in accordance with
the Placing Agreement, the Placing will lapse and the Placees rights and
obligations hereunder in relation to the Firm Placing Shares and Conditional
Placing Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placing is acting) in respect thereof.
The Bookrunners may, at their discretion and upon such terms and conditions as
they think fit, waive satisfaction of certain of the First Closing Conditions
(save that Conditions 2(a), 2(b), 2(c), 2(d), 2(i) and 2(l) cannot be waived)
or extend the time provided for their satisfaction. Any such waiver or
extension will not affect Placees' commitments as set out in this
Announcement.
3. The obligations of the Banks under the Placing Agreement in
relation to the Conditional Placing are conditional on certain conditions,
including amongst other things:
(a) the satisfaction of each of the First Closing Conditions;
(b) no supplementary circular being published by the Company
prior to Second Admission;
(c) the passing of the Resolution (without amendment) at the
General Meeting on the General Meeting Date (or such later time and date as
the Company and the Bookrunners may agree in writing) and such Resolution
remaining in full force and effect;
(d) 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 Second Admission save to the extent such breach in the
opinion of the Bookrunners (acting in good faith) is not material;
(e) each of the warranties contained or referred to in the
Placing Agreement being true, accurate and not misleading (i) as at and on the
General Meeting Date; (ii) immediately prior to the publication of any
supplementary circular after First Admission but prior to Second Admission;
and (iii) as at and on Second Admission as though, in each case, they had been
given and made on such date by reference to the facts and circumstances from
time to time subsisting;
(f) customary legal opinions and other documents being delivered to the
Banks prior to Second Admission;
(g) subject to the passing of the Resolution, the Company
allotting, subject only to Second Admission, the Conditional Placing Shares in
accordance with the Placing Agreement;
(h) the Company not being in breach of any of its obligations
under the terms of the REX Offer which fall to be performed or satisfied prior
to Second Admission save to the extent such breach, in the opinion of the
Bookrunners (acting in good faith), is not material; and (ii) the Retail Offer
not having been revoked by the Company prior to Second Admission;
(i) (i) each document in respect of the REX Offer remaining in
full force and effect, not having lapsed or been terminated or amended in
accordance with its terms prior to Second Admission; (ii) no condition to
which any such document is subject having become incapable of satisfaction and
not having been waived prior to Second Admission; and (iii) no event having
arisen prior to Second Admission which gives a party thereto a right to
terminate such document; and
(j) Second Admission taking place by no later than 8.00 a.m.
on the Second Closing Date (or such later time and/or date as the Company and
the Banks may agree in writing, not being later than 8.00 a.m. on 26 March
2024).
(each a "Second Closing Conditions" and, together with the First Conditions,
being together, the "Conditions").
If, at Second Admission, any of the Second Closing Conditions is not fulfilled
or, where permitted, waived or extended by the Bookrunners in accordance with
the Placing Agreement, the Conditional Placing will lapse and the Placees'
rights and obligations hereunder in relation to the Conditional Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose behalf the
Placing is acting) in respect thereof.
The Bookrunners may, at their discretion and upon such terms and conditions as
they think fit, waive satisfaction of certain of the Second Closing Conditions
(save that Conditions 3(c), 3(g) and 3(j) cannot be waived) or extend the time
provided for their satisfaction. Any such waiver or extension will not affect
Placees' commitments as set out in this Announcement.
None of the Banks nor any of their respective Affiliates or their respective
Representatives shall have any liability or responsibility to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision the Bookrunners or another person may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any Condition nor for any decision the Bookrunners may make as to the
satisfaction of any Condition or in respect of the Placing (or any part of it)
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Bookrunners. Placees will
have no rights against any Bank, the Company or any of their respective
Affiliates or agents under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended) or otherwise.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
Each Bookrunner, in its absolute discretion acting in good faith, may prior to
First Admission or (as the case may be) Second Admission terminate the Placing
Agreement in accordance with its terms in the event that certain circumstances
arise at any time prior to First Admission or Second Admission (respectively),
including, among other things:
(a) 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;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement save for any breach which, in the
opinion of the Bookrunners (acting in good faith), is not material;
(c) there has been a breach by the Company of any of the
warranties or representations contained in the Placing Agreement or any of
such warranties or representations is not, or ceases to be, true, accurate and
not misleading;
(d) there has been a breach of any provision of any REX Offer
Document or Direct Subscription Letter or a waiver of any of the conditions
thereto save for any breach which, in the opinion of the Bookrunners (acting
in good faith), is not material;
(e) in the opinion of the Bookrunners (acting in good faith),
there has been a Material Adverse Change;
(f) upon the occurrence of certain force majeure events; or
(g) if either of the Company's applications for Admission is
withdrawn or refused by the London Stock Exchange or, in the opinion of the
Bookrunners (acting in good faith), will not be granted,
provided that where the Placing Agreement is terminated after First Admission
but before Second Admission, such termination shall only be in respect of the
obligations of the parties to the Placing Agreement in respect of Second
Admission, the Conditional Placing and the Conditional Placing Shares (and the
obligations of the parties to the Placing Agreement in respect of First
Admission, the Firm Placing and the Firm Placing Shares shall be unaffected by
such termination).
In certain circumstances, where one Bookrunner terminates the Placing
Agreement, the other Bookrunner may elect to allow the Placing to proceed and
they shall assume all obligations of the terminating Bookrunner which remain
to be performed. In such circumstances, the Placing Agreement will only
terminate insofar as it relates to that Bookrunner (and Beech Hill and Turner
Pope if they elect to terminate) and the Placees obligations in respect of the
Placing will not terminate.
Only if the Placing Agreement is terminated by all parties in accordance with
its terms, the rights and obligations of each Placee in respect of the Placing
as described in this Announcement shall cease and terminate at such time and
no claim may be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and each
Bank that the exercise or non-exercise by the Bookrunners of any right of
termination or other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the relevant Bank or for agreement
between the Company and the relevant Bank (as the case may be) and that
neither the Company nor any Bank need make any reference to, or consult with,
Placees and that none of the Company, any Bank nor any of their respective
Affiliates or its or their respective Representatives shall have any liability
to Placees whatsoever in connection with any such exercise or failure to so
exercise or otherwise.
No prospectus
No prospectus, offering memorandum, offering document or admission document
has been or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing or Admission and no such
prospectus is required (in accordance with the UK Prospectus Regulation or
otherwise) to be published in the United Kingdom.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any Exchange Information (as defined below)
and subject to the further terms set forth in the electronic contract note
and/or electronic trade confirmation to be provided to individual Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the Exchange Information previously and
simultaneously released by or on behalf of the Company is exclusively the
responsibility of the Company and has not been independently verified by any
Bank. Each Placee, by accepting a participation in the Placing, further
confirms to the Company and each Bank that it has neither received nor relied
on any other information, representation, warranty or statement made by or on
behalf of the Company (other than publicly available information) or any Bank
or their respective Affiliates or any other person and none of the Company,
the Banks nor any of their respective Affiliates or its or their respective
Representatives nor any other person will be liable for any Placee's decision
to participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Nothing in this
paragraph shall exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Lock-up
The Company has undertaken to the Bookrunners that, between the date of the
Placing Agreement and the date which is 90 calendar days after the date of
Second Admission, it will not, without the prior written consent of the
Bookrunners, enter into certain transactions involving or relating to the
Shares, subject to certain customary carve-outs agreed between the Bookrunners
and the Company.
By participating in the Placing, Placees agree that the exercise by the
Bookrunners of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the
Bookrunners 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 (or not to grant)
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BYYW9G87)
following Admission will take place within the CREST system, subject to
certain exceptions. The Company and the Banks reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by such other
means that they deem necessary, including in certificated form, if delivery or
settlement is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note stating the total number of Placing
Shares, the number of Firm Placing Shares and the number of Conditional
Placing Shares to be allocated to it at the Offer Price, the aggregate amount
owed by such Placee to the Banks 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 that it has in place with the relevant
Bank or as otherwise as such Bank may direct.
The Company will deliver the Placing Shares to a CREST account operated by
each Bank as agent for and on behalf of the Company and each Bank will enter
its delivery (DEL) instruction into the CREST system. Each Bank or its agent
will hold any Placing Shares delivered to this account as nominee for the
Placees procured by it. 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 of the Firm Placing Shares will be on or around
4 March 2024 on a T+2 basis and on a delivery versus payment basis in
accordance with the instructions given to each Bank.
Subject to passing of the Resolutions, it is expected that settlement of the
Conditional Placing Shares will be on 19 March 2024 and on a delivery versus
payment basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
relevant Placee shall be deemed hereby to have irrevocably and unconditionally
appointed the Bookrunners, or any nominee of the Bookrunners as its agents to
(if the Bookrunners so decide, acting at their sole discretion) use their
reasonable endeavours to sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds an amount
equal to the aggregate amount owed by the Placee plus any interest due
thereon. The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and shall be required to bear any stamp
duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) which may arise upon the sale
of such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Bookrunners all such authorities
and powers necessary to carry out any such transaction and agrees to ratify
and confirm all actions which the Bookrunners lawfully take on such Placee's
behalf. Each Placee agrees that each Bank's rights and benefits under this
paragraph may be assigned in that Bank's discretion.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note and/or
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or UK stamp duty reserve
tax. If there are any circumstances in which any other stamp duty or stamp
duty reserve tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), no Bank nor the Company shall be
responsible for the payment thereof.
Representations, warranties, etc.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with each Bank (in its capacity as joint bookrunner (in the case of
the Joint Bookrunners only) and as placing agent of the Company in respect of
the Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, that:
1. it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Bookbuild and
the Placing and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and undertakes not to redistribute or duplicate this Announcement and
that it has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with First Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with the Placing
or is required under the EU Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a prospectus, offering
memorandum, admission document or other offering document in connection with
the Bookbuild, the Placing, First Admission or the Placing Shares;
3. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Shares are admitted to trading on AIM
and that the Company is therefore required to publish certain business and
financial information in accordance with the UK Market Abuse Regulation and
rules and regulations of the London Stock Exchange (including the AIM Rules)
(collectively and together with the information referred to in (i) above, the
"Exchange Information") which includes a description of the Company's business
and the Company's most recent balance sheet and profit and loss account, and
similar statements for preceding financial years, and that it has reviewed
such Exchange Information and that it is able to obtain or access such
information, or comparable information concerning any other publicly traded
company, in each case without undue difficulty; and (iii) it has had access to
such financial and other information concerning the Company, the Placing and
the Placing Shares as it has deemed necessary in connection with its own
investment decision to 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. none of the Banks nor the Company nor any of their
respective Affiliates or its or their respective Representatives nor any
person acting on behalf of any of them has provided, and none of them will
provide, it with any material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other than this
Announcement, nor has it requested any of the Banks, the Company, any of their
respective Affiliates or its or their respective Representatives or any person
acting on behalf of any of them to provide it with any such material or
information;
5. unless otherwise specifically agreed with the Banks, it and
any person on behalf of which it is participating 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 a Restricted Territory or any other
jurisdiction in which it is unlawful to make or accept an offer to acquire the
Placing Shares;
6. the Placing Shares have not been and will not be registered
or otherwise qualified for offer and sale, nor will an offering document,
prospectus, offering memorandum or admission document be cleared or approved
in respect of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is required;
7. the content of this Announcement has been prepared by and
is exclusively the responsibility of the Company and that no Bank nor any of
its Affiliates or its or their respective Representatives nor any person
acting on behalf of any of them has made any representations to it, express or
implied, with respect to the Company, the Bookbuild, the Placing and the
Placing Shares or the truth, accuracy, completeness or adequacy of this
Announcement or the Exchange Information, nor has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or simultaneously
published by or on behalf of the Company, including, without limitation, any
Exchange Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or any information previously or
simultaneously published by or on behalf of the Company or otherwise. Nothing
in this paragraph or otherwise in this Announcement excludes the liability of
any person for fraudulent misrepresentation made by that person;
8. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange Information, that it
has received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by any Bank or
the Company or any of their respective Affiliates or its or their respective
Representatives or any person acting on behalf of any of them and no Bank nor
the Company nor any of their respective Affiliates or its or their respective
Representatives will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement;
9. it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the Company in
deciding to participate in the Placing;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by any Bank, any of its Affiliates
or any person acting on its or their behalf and understands that: (i) no Bank
nor any of its Affiliates nor any person acting on its or their behalf has or
shall have any responsibility or liability for: (x) public information or any
representation; or (y) any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and (ii) no Bank nor any of its Affiliates nor any
person acting on its or their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this Announcement
or otherwise;
11. (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services); (ii) it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability; and (iii) the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
12. that no action has been or will be taken by the Company, any
Bank or any person acting on behalf of the Company or any Bank 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 action for that purpose is
required;
13. (i) it (and any person acting on its behalf) is entitled to
subscribe for the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid or will pay any issue, transfer or other
taxes due in connection with its participation in any territory; (iii) it has
fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities; (iv) it has
not taken any action or omitted to take any action which will or may result in
any Bank, the Company or any of their respective Affiliates or its or their
respective Representatives acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing; and (v) the
subscription for the Placing Shares by it or any person acting on its behalf
will be in compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
14. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to enable it
to commit to its participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and will honour such
obligations;
15. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, any delegating acts,
implementing acts, technical standards and guidelines, and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a request for
verification of identity the relevant Bank has not received such satisfactory
evidence, such Bank may, in its absolute discretion, terminate the Placee's
Placing participation in which event all funds delivered by the Placee to such
Bank will be returned (at the Placee's risk) without interest to the account
of the drawee bank or CREST account from which they were originally debited;
16. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to each Bank and the
Company for the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another person).
Each Placee agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom it is
acting;
17. it is a Relevant Person and undertakes that it will (as
principal or agent) subscribe for, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
18. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons, and further understands that this
Announcement must not be acted on or relied on by persons who are not Relevant
Persons;
19. if it is in a member state of the EEA, it is a Qualified
Investor;
20. if it is in the United Kingdom, it is a UK Qualified
Investor;
21. in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable): (i) the
Placing Shares subscribed for by it in the Placing will not be subscribed for
on a non-discretionary basis on behalf of, nor will they be subscribed for
with a view to their offer or resale to persons in a member state of the EEA
other than Qualified Investors, or persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent of the
Bookrunners has been given to each such proposed offer or resale; or (ii)
where the Placing Shares have been subscribed for by it on behalf of persons
in any member state of the EEA other than Qualified Investors, or in the
United Kingdom other than UK Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable) as having been made to such persons;
22. it understands, and each account it represents has been
advised that: (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States; and (ii) no representation has
been made as to the availability of any exemption under the Securities Act or
any relevant state or other jurisdiction's securities laws for the reoffer,
resale, pledge or transfer of the Placing Shares;
23. the Placing Shares are being offered and sold on behalf of
the Company: (i) outside the United States in offshore transactions (as
defined in Regulation S) pursuant to Regulation S under the Securities Act and
(ii) in the United States solely to investors reasonably believed to be QIBs
in reliance upon Rule 144A under the Securities Act or another exemption from,
or transaction not subject to, the registration requirements under the
Securities Act;
24. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the Placing Shares
in an "offshore transaction" as defined in, and in accordance with, Regulation
S under the Securities Act or (ii) a QIB which has duly executed and delivered
to the Bookrunners or their respective Affiliates a US Investor Letter
substantially in the form provided to it;
25. it is acquiring the Placing Shares for investment purposes
and is not acquiring the Placing Shares with a view to, or for offer and sale
in connection with, any distribution thereof (within the meaning of the
Securities Act) that would be in violation of the securities laws of the
United States or any state thereof;
26. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing (including electronic copies thereof),
in or into any Restricted Territory to any person and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
27. where it is subscribing for the 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 and it has full
power to make, and does make, the acknowledgements, confirmations,
undertakings, representations, warranties and agreements and to give, and does
give, the indemnities herein on behalf of each such account;
28. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
29. it has not offered or sold and, prior to the expiry of a
period of six months from First Admission, will not offer or sell any Placing
Shares to persons in the United Kingdom, except to persons whose ordinary
activities involve them acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA;
30. any offer of Placing Shares may only be directed at persons
in member states of the EEA who are Qualified Investors and that it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the EEA prior to First Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
31. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which section 21(1)
of the FSMA does not require approval of the communication by an authorised
person;
32. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the FSMA and the
Financial Services Act 2012) with respect to anything done by it in relation
to the Placing Shares;
33. if it has received any "inside information" as defined in
the UK Market Abuse Regulation about the Company in advance of the Placing, it
has not: (i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the UK Market
Abuse Regulation, prior to the information being made publicly available;
34. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe for and it
(and any person acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due time and date
set out herein against delivery of such Placing Shares to it, failing which
the relevant Placing Shares may be placed with other persons or sold as the
Bookrunners (or their assignee) may in its discretion determine and without
liability to such Placee. It will, however, remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest, fines or penalties) due pursuant to the terms set
out or referred to in this Announcement which may arise upon the sale of such
Placee's Placing Shares on its behalf;
35. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and required,
to acquire, and that the Bookrunners or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
36. subscription for Firm Placing Shares is not subject to the
passing of the Resolution, that the Conditional Placing is subject to the
passing of the Resolution at the General Meeting and, if the Resolution is not
passed, the Firm Placing may proceed without the Conditional Placing
proceeding;
37. none of the Banks nor any of their respective Affiliates or
their respective Representatives nor any person acting on behalf of any of
them, is making any recommendations to it or advising it regarding the
suitability or merits of any transactions it may enter into in connection with
the Placing and participation in the Placing is on the basis that it is not
and will not be a client of any Bank and no Bank has any duties or
responsibilities to it for providing the protections afforded to its clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in
the Placing Agreement nor for the exercise or performance of any of any Bank's
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
38. the exercise by the Bookrunners of any right or discretion
under the Placing Agreement shall be within the absolute discretion of the
Bookrunners and the Bookrunners need not have any reference to any Placee and
shall have no liability to any Placee whatsoever in connection with any
decision to exercise or not to exercise any such right and each Placee agrees
that it has no rights against any Bank, the Company or any of their respective
Affiliates under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended) or otherwise;
39. the person whom it specifies for registration as holder of
the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may
be. None of the Banks, the Company nor any of their respective Affiliates will
be responsible for any liability to stamp duty or stamp duty reserve tax or
other similar duties or taxes (together with any interest, fines or penalties)
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, each
Bank and their respective Affiliates and its and their respective
Representatives in respect of the same on an after-tax basis on the basis that
the Placing Shares will be allotted to the CREST stock account of the relevant
Bank who will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
40. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any non-contractual
obligations arising out of or in connection with such agreements) shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any Bank or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
41. each of the Company, each Bank and their respective
Affiliates, its and their respective Representatives and others will rely upon
the truth and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are given to each
Bank on its own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises each Bank and the Company to produce this Announcement,
pursuant to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein;
42. it will indemnify on an after-tax-basis and hold the
Company, each Bank and their respective Affiliates and its and their
respective Representatives and any person acting on behalf of any of them
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of, directly or indirectly, or in
connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
43. it irrevocably appoints any director or authorised signatory
of any Bank as its agent for the purposes of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing;
44. its commitment to acquire Placing Shares on the terms set
out herein and in any contract note will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Banks' conduct
of the Placing;
45. in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is experienced
in investing in securities of a similar nature to the Shares and in the sector
in which the Company operates and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is able to
sustain a complete loss in connection with, the Placing and has no need for
liquidity with respect to its investment in the Placing Shares; (iii) it has
relied solely on its own investigation, examination, due diligence and
analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved, and not upon any view expressed or information
provided by or on behalf of any Bank; (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares; (v) it is aware and understands that an investment in the
Placing Share involves a considerable degree of risk; and (vi) it will not
look to any Bank, any of its Affiliates or its or their respective
Representatives or any person acting behalf of any of them for all or part of
any such loss or losses it or they may suffer;
46. neither the Company nor any Bank owes any fiduciary or other
duties to it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these terms and
conditions;
47. in connection with the Placing, each Bank and any of its
Affiliates acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
any Bank or any of its Affiliates acting in such capacity. In addition, any
Bank or any of its Affiliates may enter into financing arrangements and swaps
with investors in connection with which such Bank or any of its Affiliates may
from time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Banks nor any of their respective
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so; and
48. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by the Banks. Each Bank reserves the right to take up a portion of
the securities in the Placing as a principal position at any stage at its sole
discretion, among other things, to take account of the Company's objectives,
UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
each Bank (for their own benefit and, where relevant, the benefit of their
respective Affiliates and/or Representatives (as applicable) and any person
acting on their behalf) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor any Bank will be
responsible for any UK stamp duty or UK stamp duty reserve tax (including any
interest, fines and penalties relating thereto) arising in relation to the
Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Company nor any Bank is liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or taxes
(including, without limitation, other stamp, issue, securities, transfer,
registration, capital, or documentary duties or taxes) ("transfer taxes") that
arise: (i) if there are any such arrangements (or if any such arrangements
arise subsequent to the acquisition by Placees of Placing Shares); or (ii) on
a sale of Placing Shares; or (iii) otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such transfer taxes undertakes to pay such transfer taxes forthwith, and
agrees to indemnify on an after-tax basis and hold each Bank and/or the
Company and their respective Affiliates (as the case may be) harmless from any
such transfer taxes, and all interest, fines or penalties in relation to such
transfer taxes. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, each Bank or their respective Affiliates or its or their
respective Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into account any
tax chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that each Bank and/or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that each Bank is receiving a
fee and a commission in connection with its role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with either
Bank any money held in an account with such Bank on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the relevant Bank's money in accordance with the
client money rules and will be used by the relevant Bank in the course of its
own business; and the Placee will rank only as a general creditor of that
Bank.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to any
Bank.
The rights and remedies of each Bank, its agent and the Company under the
terms and conditions set out in this Appendix are in addition to any rights
and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to each Bank: (i)
if they are an individual, their nationality; or (ii) if they are a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. The
Banks shall notify the Placees and any person acting on behalf of the Placees
of any changes.
APPENDIX II - DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
"Act" means the Companies Act 2006 (as amended)
"Admission" means the First Admission and/or the Second Admission (as the context
requires)
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings
"AIM" means the market of that name operated by the London Stock Exchange
"AIM Rules" means the rules published by the London Stock Exchange entitled "AIM Rules for
Companies" in force from time to time
"Announcement" means this announcement including its Appendices
"Banks" means Stifel, Peel Hunt, Turner Pope and Beech Hill
"Beech Hill" means Beech Hill Securities, Inc.
"Bookrunners" means Stifel and Peel Hunt
"Bookbuild" means the bookbuilding process to be commenced by the Banks immediately
following release of this Announcement to use its reasonable endeavours to
procure Placees for the Placing Shares, as described in this Announcement and
subject to the terms and conditions set out in this Announcement and the
Placing Agreement
"Circular" means the Circular to Shareholders in connection with the Conditional Placing
and the REX Offer, including the General Meeting Notice, prepared in
accordance with the AIM Rules for Companies, together with the documents
incorporated by reference therein
"Company" or "Avacta" means Avacta Group plc, a company incorporated in England and Wales under the
Companies Act 1985 with registered number 04748597
"Conditional Placees" means investors procured by the Banks to subscribe for Conditional Placing
Shares
"Conditional Placing" means the conditional placing of the Conditional Placing Shares pursuant to
the Placing in accordance with Appendix I to this Announcement
"Conditional Placing Shares" means the new Shares which are to be issued pursuant to the Conditional
Placing, the maximum number as specified in the executed Placing Terms
"Conditions" has the meaning given to it in Appendix I to this Announcement
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755) (as amended)) for the paperless settlement
of share transfers and the holding of uncertificated shares operated by
Euroclear
"Direct Subscription" means the subscription by certain Directors of the Company for the Direct
Subscription Shares
"Direct Subscription Letters" means the subscription letters entered by those persons subscribing for Direct
Subscription Shares
"Direct Subscription Shares" Means 130,000 New Shares to be subscribed for in the Direct Subscription
"EEA" means the European Economic Area
"EU Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended)
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales
"EUWA" means the European Union (Withdrawal) Act 2018 (as amended)
"Exchange Information" has the meaning given to it in Appendix I to this Announcement
"FCA" means the Financial Conduct Authority of the UK
"Firm Placing" means the conditional placing of the Firm Placing Shares pursuant to the
Placing in accordance with Appendix I to this Announcement
"Firm Placing Shares" means the new Shares to be issued pursuant to the Firm Placing, the maximum
number as specified in the executed Placing Terms
"First Closing Date" means the day on which the transaction effected in connection with the Firm
Placing and Direct Subscription will be settled
"First Admission" means admission of the Firm Placing Shares and Direct Subscription Shares to
trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"FSMA" means the Financial Services and Markets Act 2000 (as amended)
"Fundraise" means, together, the Placing, the Direct Subscription and the REX Offer
"General Meeting" means the general meeting of the Company to be convened pursuant to the
General Meeting Notice for the purpose of approving the Resolution
"General Meeting Date" means 18 March 2024 or such other date(s) to which the General Meeting is
adjourned
"General Meeting Notice" means the notice convening the General Meeting to be set out in the Circular
"Group" means the Company and each of its subsidiary undertakings
"Intermediaries" means any intermediary financial institution that is appointed by the Company
in connection with the REX Offer pursuant to an Intermediaries Agreement and
"Intermediary" shall mean any one of them
"Intermediaries Agreements" means (a) the Master Intermediary Agreements and (b) the agreement(s) (if any)
between an Intermediary, the Company and Peel Hunt relating to the REX Offer,
setting out the terms and conditions of the REX Offer, and (c) the form of
subscription by the relevant Intermediary under the REX Offer
"ISIN" means the International Securities Identification Number
"Joint Bookrunners" means Stifel, Peel Hunt and Turner Pope
"London Stock Exchange" means London Stock Exchange plc
"Master Intermediary Agreements" means the master intermediary agreements between Peel Hunt and certain
Intermediaries
"Material Adverse Change" has the meaning given to such term in the Placing Agreement
"New Shares" means the Placing Shares, the Direct Subscription Shares and the REX Offer
Shares
"Offer Price" means 50 pence per New Share
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended)
"Peel Hunt" means Peel Hunt LLP
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares is given
"Placing" means the Firm Placing ad/or the Conditional Placing (as the context requires)
"Placing Agreement" has the meaning given to it in Appendix I to this Announcement
"Placing Results Announcement" has the meaning given to it in Appendix I to this Announcement
"Placing Shares" means the Firm Placing Shares and the Conditional Placing Shares
"Placing Terms" has the meaning given to it in Appendix I to this Announcement
"QIB" means a "qualified institutional buyer" as defined in Rule 144A of the
Securities Act
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation
"Relevant Persons" means: (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons
to whom this Announcement may otherwise be lawfully communicated
"Representative" has the meaning given to it in Appendix I to this Announcement
"Regulation S" means Regulation S promulgated under the Securities Act
"Regulatory Information Service" or "RIS" means any of the services set out in the AIM Rules
"Resolution" means the resolution to grant the requisite authority and power from
Shareholders to approve the allotment and issue of the Second Admission Shares
which is to be set out in the General Meeting Notice
"Restricted Territory" means the United States, Australia, Canada, Japan, South Africa or any
jurisdiction in which the release, publication or distribution of this
Announcement is unlawful
"REX Offer" means the conditional offer of the REX Offer Shares to be made to retail
investors by the Company through intermediaries using the REX platform and on
the basis of the terms and conditions to be set out in the REX Offer
Announcement and Intermediaries Agreements
"REX Offer Announcement" means the announcement to be released alongside this Announcement giving
details, among other things, of the REX Offer
"REX Offer Documents" means the engagement letter entered into by the Company and Peel Hunt relating
to the REX Offer and the Intermediaries Agreements
"REX Offer Shares" means the New Shares to be made available under the REX Offer
"Second Admission" means admission of the Conditional Placing Shares and such number of REX Offer
Shares as are subscribed for to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules
"Second Admission Shares" means the Conditional Placing Shares and the REX Offer Shares
"Second Closing Date" means the day on which the transactions effected in connection with the Second
Admission Shares will be settled
"Securities Act" means the United States Securities Act of 1933 (as amended)
"Shareholder" means a holder of one or more Shares from time to time
"Shares" means ordinary shares of 10 pence each in the capital of the Company
"Stifel" means Stifel Nicolaus Europe Limited (registered number: 03719559)
"subsidiaries" or "subsidiary undertakings" each have the meaning given to that term in the Companies Act
"Turner Pope" Turner Pope Investments (TPI) Limited
"UK Market Abuse Regulation" means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue
of the EUWA
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the EUWA
"UK Prospectus Regulation" means the EU Prospectus Regulation as it forms part of UK domestic law by
virtue of the EUWA
"UK Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the UK Prospectus Regulation and who are: (i) persons who fall within the
definition of "investment professional" in Article 19(5) of the Order; or (ii)
persons who fall within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Order
"uncertificated" or "in uncertificated form" means 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 may
be transferred by means of CREST
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof
"US Investor Letter" means the letter in the form provided by the Banks
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom.
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