REG - Abingdon Health PLC - Proposed Acquisition and Placing Notice of GM
24/07/2024 17:00
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RNS Number : 7162X Abingdon Health PLC 24 July 2024
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Abingdon Health plc
("Abingdon" or "the Company" or "the Group")
Proposed Acquisition and Placing
Notice of General Meeting
Abingdon Health plc (AIM: ABDX), a leading international lateral flow contract
development and manufacturing organisation (CDMO), announces that:
· it has entered into a conditional agreement to acquire the Compliance
Solutions Group, a consultancy business which specialises in meeting
regulatory requirements in international IVD and medical device markets for a
maximum consideration of up to £3.2 million in cash and shares, with the cash
element funded by Abingdon's existing cash resources;
· it is undertaking a conditional placing to raise gross proceeds of c.
£5.2 million via the issue of an aggregate of approximately 53.6 million new
Ordinary Shares ("Placing Shares") at a price of 9.75 pence per share ("the
Placing Price") to invest in Abingdon's CDMO services and product development;
· it is proposing to raise up to an additional £0.5 million by way of
a retail offer to provide private and other investors who were not eligible to
take part in the Placing with an opportunity to participate in the
Fundraising; and
· up to £3.0 million of the proceeds of the Placing will fund
additional product development alongside the Group's patented AppDx®
smartphone technology, with up to £1 million being invested over two years to
expand the Group's Analytical Laboratory Service, and with the balance to
provide working capital.
Zeus Capital Limited is acting as sole broker in relation to the Placing
("Zeus Capital" or the "Broker"). The Company expects to issue the Placing
Shares via a conditional placing (the "Placing") being conducted through an
accelerated book-build process (the "Bookbuild"), which will be launched
immediately following this Announcement. A placing agreement has been entered
into today between the Company and the Broker in connection with the Placing
(the "Placing Agreement").
The acquisition of the Compliance Solutions Group, comprising Compliance
Solutions (Life Sciences) Limited, CS Lifesciences Europe Limited and CS
Lifesciences USA Inc. (the "Acquisition"), and the Placing are subject, inter
alia, to shareholder approval, with the General Meeting expected to be
convened for 10.00 a.m. on 12 August 2024.
Acquisition highlights
The Compliance Solutions Group specialises in meeting regulatory requirements
of its international client base in the UK IVD and medical device markets.
The Compliance Solutions Group's team (currently c.37 employees) provides
consultancy services, ranging from:
• preparation of
technical files for regulatory approvals, including preparing CE-mark, FDA and
other regulatory submissions, clinical strategy advice and protocol design and
regulatory inspection gap analysis;
• design,
implementation and maintenance of quality management systems, including GMP
and FDA compliance and equipment validation;
• technical file and
design file reviews, clinical evaluation reports and biological safety
evaluations; and
• internal audit
programmes; supplier audits, pre-audit preparations (e.g. FDA, MHRA, Notified
Body, unannounced) and mock Notified Body/FDA audits.
The maximum consideration of £3.2 million comprises:
§ cash of £1.36 million to be paid as to £700,000 on Completion and then 3
equal payments of £220,000 at the end of the first, second and third month
following Completion; and
§ the sum of £1.0 million to be satisfied by the issue of 9,216,590 Ordinary
Shares in Abingdon ("Consideration Shares"); and
§ subject to achieving certain revenue targets in the period starting on the
first anniversary of the acquisition and ending on the second anniversary of
the Acquisition, an earn out of up to £0.5 million to be satisfied by the
issue of such number of further Ordinary Shares as is equal to the earn-out
consideration divided by the average of the closing middle market quotations
of the Company's Ordinary Shares over the five dealing days ending on the
dealing day immediately before the date when the earn-out consideration is
agreed or determined in accordance with the terms of the Acquisition Agreement
("Further Consideration Shares"); and
§ an amount in cash equal to the amounts received by Compliance Solutions
(Life Sciences) Limited ("CS (LS)") in respect of certain aged debtors in the
24 month period from Completion, subject to a maximum amount of £340,000;
and in addition, the sum of £50,000 will be injected by the Company into CS
(LS) by way of loan to facilitate the repayment by CS (LS) of an outstanding
director loan balance.
Placing highlights
The Company intends to issue up to c. 53.6million Placing Shares, to raise
gross proceeds of up to c. £5.2 million at a price of 9.75 pence per New
Ordinary Share.
The use of proceeds is expected to comprise approximately:
Product development £3.0 million
Analytical laboratory service expansion £1.0 million
Working capital and placing costs £1.2 million
£5.2 million
• The Placing is being conducted through an accelerated
book-build process, which will open with immediate effect following this
Announcement.
• The Placing Shares, assuming full take-up, will represent
approximately 28.2 per cent. of the Company's issued share capital as enlarged
by the Acquisition and Placing ("Enlarged Share Capital").
• The final number of Placing Shares will be agreed by the
Broker and the Company at the close of the Bookbuild, and the result will be
announced as soon as practicable thereafter.
• The timing for the close of the Bookbuild and allocation of
the Placing Shares shall be at the discretion of Zeus Capital, in consultation
with the Company. The Placing is not underwritten.
• The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the Placing.
• The issue of the Placing Shares is subject to, inter alia, the
passing of shareholder Resolutions at a General Meeting.
• The General Meeting is expected to be convened for 10.00 a.m.
on 12 August 2024 and will take place at York Biotech Campus, Sand Hutton,
York YO41 1LZ.
1. The Acquisition
The Group's strategy is to provide a comprehensive contract development and
manufacturing service to an international in vitro diagnostics and lateral
flow diagnostics customer base. Its intention is to provide "all the pieces of
the jigsaw" to allow a customer to take a project from concept to
commercialisation.
Hence, in addition to providing contract development, scale-up, technical
transfer and contract manufacturing solutions, the Group has expanded its
offering to include, inter alia, packaging design, kitting, regulatory and
quality management system support and analytical laboratory services.
As part of this strategy, the Group recently acquired the IVDeology Group, a
UK-based regulatory consultancy, for a maximum consideration of £700,000.
The Board is therefore delighted to announce today the conditional acquisition
of the Compliance Solutions Group, comprising Compliance Solutions (Life
Sciences) Limited, CS Lifesciences Europe Limited ("CS Europe") and CS
Lifesciences USA Inc. ("CS USA") (currently not trading).
The Compliance Solutions Group specialises in meeting regulatory requirements
of its international client base in the UK IVD and medical device markets.
The Compliance Solutions Group's team (currently c.37 employees) provides
consultancy services, ranging from:
· preparation of technical files for regulatory approvals, including
preparing CE-mark, FDA and other regulatory submissions, clinical strategy
advice and protocol design and regulatory inspection gap analysis;
· design, implementation and maintenance of quality management systems,
including GMP and FDA compliance and equipment validation;
· technical file and design file reviews, clinical evaluation reports
and biological safety evaluations; and
· internal audit programmes; supplier audits, pre-audit preparations
(e.g. FDA, MHRA, Notified Body, unannounced) and mock Notified Body/FDA
audits.
CS Europe provides EU Responsible Person services to medical device companies.
CS USA is currently dormant.
The Compliance Solutions Group's activities are complementary to those of the
Group and increase the depth of the Group's regulatory expertise through the
addition of the Compliance Solutions Group's regulatory expertise.
Furthermore, there is, in the Board's opinion, the opportunity to cross-sell
the Group's services, such as lateral flow development and manufacture and
analytical laboratory support, into the Compliance Solutions Group's customer
base.
CS (LS)'s recent trading history is highlighted below:
Year-end 30-Jun-23 30-Jun-22
Revenue £2,716k £1,864k
EBIT £390k £213k
EBITDA £393k £215k
Net assets £493k £263k
Source: Unaudited Abridged Financial Statements of Compliance Solutions (Life
Sciences) Ltd for the year ended 30 June 2023
CS Europe's recent trading history is highlighted below:
Year-end 31-Dec-22 31-Dec-21
Revenue €49k €63k
EBIT €(2)k €52k
EBITDA €(2)k €52k
Net assets €44k €46k
Source: Unaudited Abridged Financial Statements of CS Lifesciences Europe
Limited for the year ended 31 December 2022
Edwin Lindsay, the Compliance Solutions Group's Managing Director, will
continue in that role post Completion and will join Abingdon's executive
management team.
The maximum consideration of £3,200,000 comprises:
· cash of £1.36 million to be paid as to £700,000 on Completion and
then 3 equal payments of £220,000 at the end of the first, second and third
month following Completion;
· the sum of £1.0 million to be satisfied by the issue of the
Consideration Shares;
· subject to achieving certain revenue targets in the period starting
on the first anniversary of the Acquisition and ending on the second
anniversary of the Acquisition, an earn out of up to £0.5 million to be
satisfied by the issue of the Further Consideration Shares; and
· an amount in cash equal to the amounts received by CS (LS) in respect
of certain aged debtors in the 24-month period from Completion, subject to a
maximum amount of £340,000;
and in addition, the sum of £50,000 will be injected by the Company into CS
(LS) by way of loan to facilitate the repayment by CS (LS) of an outstanding
director loan balance.
The Consideration Shares and the Further Consideration Shares will be subject
to a 12-month lock-in followed by a 12-month orderly market provision.
Completion of the Acquisition Agreement and the issue of the Consideration
Shares and the Further Consideration Shares are conditional upon:
· the Placing Agreement having become unconditional in all respects and
not having been terminated in accordance with its terms;
· the passing of the Resolutions to be proposed at the General Meeting;
and
· Admission (of the Placing Shares) having occurred, (together the
"Acquisition Agreement Conditions").
Completion of the Acquisition Agreement will take place no later than five
business days after the date when all the Acquisition Agreement Conditions
have been satisfied (unless otherwise agreed between the parties).
Should the Acquisition Agreement Conditions not be satisfied by 30 September
2024, the Acquisition and the issue of the Consideration Shares and the
Further Consideration Shares will not proceed.
The Company also has a right to terminate the Acquisition Agreement if there
is a material breach of a warranty prior to Completion.
The Acquisition Agreement contains certain warranties and indemnities
(including a tax covenant) given by the Vendors.
2. Reasons for the Placing
The Company intends to issue c. 53.6 million Placing Shares, to raise gross
proceeds of approximately £5.2 million.
The use of proceeds is expected to comprise approximately:
Product development £3.0 million
Analytical laboratory service expansion £1.0 million
Working capital and placing costs £1.2 million
£5.2 million
i) Product development
The Board proposes to use up to £3.0 million of the proceeds to enhance the
Group's product offering through development of lateral flow self-tests
alongside use of the Group's patented AppDx® technology - a smartphone based
lateral flow test reader.
In addition to the Group's CRO/CDMO and associated routes to market, the Board
has identified opportunities for the Group to utilise its in-house scientific
skills, assay development experience and infrastructure to develop additional
products which are complementary to those of its CDMO customers and its
Abingdon Simply Test® range.
Key opportunities include (i) infectious disease self-testing, which
complements current CDMO activity, and (ii) certain other clinical lateral
flow self-tests which complement those in the Abingdon Simply Test®
range.
In addition, the use and product-specific development of the Group's AppDx®
lateral flow test reader is expected to add further value to these products
and increase ease of use for the end-user. Importantly, these new developments
will utilise the Group's current and developing routes to market.
ii) Expansion to analytical laboratory service
The Board also proposes to use up to £1.0 million of the proceeds of the
Placing to strengthen its analytical laboratory service. The Group has been
providing this service since 2023 as part of its strategy of providing a
comprehensive contract development and manufacturing service and supporting
its customers in bringing products to market. The services of an analytical
laboratory, which provides a significant contribution to a product's technical
file, include:
· Stability;
· Specificity;
· Detection limits;
· Interference; and
· Cross-reactivity.
The Placing will allow the Group to expand its in-house analytical laboratory
services and also extend these capabilities to a range of other test formats
including PCR, LAMP, isothermal amplification assays, antigen and antibody
detection immunoassays and other point-of-care assays, in addition to
supporting basic research.
3. Information on the Placing
The issue of the Placing Shares is conditional upon, amongst other things, the
passing of the Resolutions to be put to Shareholders at the General Meeting.
The Placing Shares are expected to be admitted to trading on AIM on or around
14 August 2024, being the first trading day following the General Meeting.
In connection with the Placing, the Company entered into the Placing
Agreement, pursuant to which the Bookrunner, as agent for the Company,
conditionally agreed to use its reasonable endeavours to procure subscribers
for the Placing Shares. The Placing has not been underwritten by the
Bookrunner or any other person.
The Placing Agreement and the issue of the Placing Shares are conditional
upon:
· the entering into of the Acquisition Agreement;
· the fulfilment by the Company of its obligations to deliver to Zeus
Capital certain documents required under the Placing Agreement by the time
specified in the Placing Agreement;
· an AIM application form in respect of the Placing Shares signed on
behalf of the Company and all other documents to be submitted therewith having
been delivered to the London Stock Exchange;
· the Circular having been posted to the Company's shareholders by no
later than 25 July 2024 (by first class pre-paid mail) in accordance with the
articles of association;
· the Company having complied with all of its other obligations under
the Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission) and not being in breach of the Placing Agreement
save where, in the good faith opinion of Zeus Capital, such non-compliance or
breach is not material;
· no matter having arisen before Admission which would reasonably be
expected to give rise to a claim under any of the indemnities given by the
Company in the Placing Agreement;
· the Resolutions being passed at the General Meeting;
· the Acquisition Agreement not having been terminated prior to
Admission;
· the delivery by the Company to Zeus Capital immediately prior to
Admission of the Warranty Certificate in the form set out in the Placing
Agreement and signed for and on behalf of the Company by a Director;
· the Placing Shares having been allotted, subject only to Admission;
and Admission occurring by no later than 8.00 a.m. on 14 August 2024 (or such
later time and/or date as the Company and Zeus Capital may agree, being not
later than 8.00 a.m. on 23 September 2024 (the "Long Stop Date").
Should the conditions in the Placing Agreement not be satisfied, the Placing,
the Acquisition and the Retail Offer will not proceed.
The Placing Agreement contains customary warranties from the Company in favour
of the Bookrunner in relation to, inter alia, the accuracy of the information
in this document and other matters relating to the Group and its business. In
addition, the Company has agreed to indemnify the Bookrunner in relation to
certain liabilities it may incur in respect of the Placing. The Bookrunner has
the right to terminate the Placing Agreement in certain circumstances prior to
Admission, in particular, in the event of a breach of the warranties given to
the Bookrunner in the Placing Agreement, the occurrence of a force majeure
event or a material adverse change affecting the condition, or the earnings or
business affairs or prospects of the Group as a whole, whether or not arising
in the ordinary course of business.
4. The Retail Offer
In order to provide private and other investors who were not eligible to have
taken part in the Placing with an opportunity to participate in the
fundraising and to mitigate an element of dilution, the Company is proposing
to raise up to an additional £500,000 (before expenses) by way of a retail
offer via Bookbuild (the "Retail Offer") of up to 5,128,205 new Ordinary
Shares at the Placing Price following Admission of the Consideration Shares.
The Retail Offer announcement will be made after admission of the
Consideration Shares and will contain further information on how interested
parties can participate in the Retail Offer.
For the avoidance of doubt, the Retail Offer is not part of the Placing and is
the sole responsibility of the Company. The Bookrunner does not have any
responsibilities, obligations, duties or liabilities (whether arising pursuant
to any contract, law, regulation, or tort) in relation to the same.
The Company has relied on an available exemption against the need to publish a
prospectus approved by the FCA (acting in its capacity as the UK Listing
Authority) in respect of the Retail Offer.
5. Taxation
The Company is seeking to raise funds by the issue of certain Placing Shares
(to raise gross proceeds of up to £5.0 million) to VCTs. Such Placing Shares
are intended to rank as "eligible shares" for the purposes of VCT investors
and a "qualifying holding" for the purposes of an investment by VCTs, pursuant
to the relevant respective sections of ITA 2007.
The Company has obtained a written opinion from specialist tax advisers
confirming that the Company would, subject to the relevant limits on such
issuances, be able to issue part of the Placing Shares as "eligible shares"
under the relevant sections of the ITA 2007.
Neither the Company nor the Directors give any warranties or undertakings that
VCT reliefs will be granted in respect of Placing Shares issued as VCT
qualifying shares pursuant to the Placing. Neither the Company nor the
Directors give any warranties or undertakings that VCT reliefs, if granted,
will not be withdrawn. If the Company carries on activities beyond those
disclosed to HMRC in a prior advance clearance obtained in connection with a
previous placing of Ordinary Shares in the Company, then Shareholders may
cease to qualify for the tax benefits. Placees must take their own advice and
rely on it.
6. Financial Update and Outlook
Unaudited revenues for FY 2024 will be c.£6.1 million (FY 2023: £4.0
million) and revenues in the second half of the financial year were 55% ahead
of H1 FY 2024. Cash as of 30 June 2024 was £1.3 million (31 December 2023:
£2.0 million).
Cash-burn reduced in H2 2024 compared to H1 2024; and in Q4 2024 cash flow was
positive.
The Board anticipates that continued solid revenue growth in FY 2025, along
with close management of the Group's operational cost base, will further drive
operational profitability improvements.
Contract services
The Group's CDMO business has seen good revenue traction year-on-year with
revenue of £5.5 million in FY 2024, circa 51% ahead of FY 2023 (£3.6
million). Abingdon's CDMO proposition is resonating well with customers across
a range of sectors including self-test and point-of-care clinical testing,
animal health, plant health and environmental testing. It is particularly
pleasing to work with companies across a range of activities including
contract development, technical transfer and scale-up, and also regulatory and
commercial support.
The Board was pleased to support its CDMO customer, Salignostics Ltd, in
securing retail distribution opportunities in the UK, including at Boots,
where their innovative saliva-based pregnancy test is being rolled out across
1,300 Boots stores nationwide and online at boots.com.
A number of customers' products were transferred into manufacturing during the
year, including Salignostics, LoopDx (sepsis point-of-care test) and Up Front
Diagnostics (stroke point-of-care test); and the Group looks forward to
supporting them, and its existing manufacturing customers, going forward as
these products achieve further regulatory approvals and market penetration.
The Group strengthened its regulatory service capabilities in May 2024 with
the acquisition, for up to £700,000, of IVDeology. IVDeology's service
capabilities include Quality Management System build, technical file build,
auditing and regulatory filing support (FDA, IVDR, CE-marking and
UKCA-marking). The acquisition is complementary to Abingdon's existing
regulatory service capabilities and provides the Group with strength in depth
to support its customers in a regulatory environment undergoing significant
change.
Abingdon Products
Abingdon Products achieved revenue of £0.7 million in FY 2024, up 56%
compared to £0.4 million in FY 2023. As anticipated at the time of the
interim accounts for the six months ended 31 December 2023, the second half
saw a stronger performance with revenues in H2 FY 2024 176% ahead of H1 FY
2024. The main driver was the launch in H2 FY 2024 of three lateral flow
self-tests under Boots' own-label, Vitamin D, Iron (Ferritin) and Saliva
Pregnancy.
The Group continues to focus on further opportunities, both in the UK and
Europe, to promote own-label solutions to major retailers. In addition, the
Abingdon Simply Test® range of self-test products, launched online in July
2022, continues to build and the Group's product range now consist of 16
self-tests. The Group will continue to explore opportunities to build routes
to market in the UK, Ireland and Europe.
7. General Meeting
The Board is seeking the approval of Shareholders to allot the Placing Shares,
the Consideration Shares, the Further Consideration Shares (based on an issue
price equal to that of the Consideration Shares as the actual issue price will
be unknown until the end of the earn out period in line with the Acquisition
Agreement) and the Retail Offer Shares at the General Meeting. In addition to
this specific authority, the Board is also seeking the approval of the
Shareholders to give the Directors the additional general authority to allot
up to 66% of the Company's current share capital (in line with the authorities
and limitations normally sought at each annual general meeting).
The Company's General Meeting will be held at York Biotech Campus, Sand
Hutton, York YO41 1LZ at 10 a.m. on 12 August 2024. Further details of the
General Meeting will be included in a Circular to Shareholders, to be posted
to Shareholders on or around the date of this Announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2024
Acquisition Agreement exchanged 24 July
Announcement of the Acquisition and Placing 24 July
Placing results announcement 25 July
Publication of the Circular 25 July
Latest time and date to submit proxy instruction 10.00 a.m. on 8 August
General Meeting 10.00 a.m. on 12 August
Admission and commencement of dealings in the Placing Shares on AIM 8.00 a.m. on 14 August(4)
CREST accounts credited with Placing Shares in uncertified form 8.00 a.m. on 14 August
Dispatch of share certificates in respect of the Placing Shares to be issued Within 14 days of admission
in certified form
Admission and commencement of dealings in the Consideration Shares on AIM by 8.00 a.m. on 19 August(3)
no later than
Dispatch of share certificates in respect of the Consideration Shares to be Within 14 days of admission
issued in certified form
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by the Company to Shareholders by
announcement through a regulatory information service.
2. All of the above times refer to London time unless otherwise
stated.
3. Completion of the Acquisition Agreement is conditional upon
Admission and commencement of dealing in the Placing Shares.
4. The admission and commencement of dealings in the Placing
Shares on AIM are conditional on, inter alia, the passing of the Resolutions
at the General Meeting.
KEY STATISTICS
Number of Existing Ordinary Shares 126,716,822
Total number of Placing Shares Up to c.53.6 million
Placing Price (per share) 9.75 pence
Gross proceeds of the Placing Up to c. £5.2 million
Number of Consideration Shares 9,216,590
Chris Yates, CEO of Abingdon Health plc, commented:
"We are delighted to announce the Placing and Acquisition to support the
acceleration of our growth plans.
"The Placing will allow the build-out of our analytical laboratory to provide
customers with the verification and validation services that are integral to a
technical file build and regulatory submission. Furthermore, the Placing will
also enable us to invest in product development to grow our range of self-test
lateral flow products with additional innovative proprietary products.
"We are also pleased to announce the acquisition of Compliance Solutions
Group, broadening and deepening the regulatory support we can provide
customers in navigating the increasingly complex regulatory environment in the
UK, Europe, the United States and elsewhere.
"I would like to welcome Edwin Lindsay, Compliance Solutions Group Managing
Director, and all Compliance Solutions employees to the Abingdon Health
Group."
Enquiries
Abingdon Health plc www.abingdonhealth.com/investors/ (http://www.abingdonhealth.com/investors/)
Chris Yates, Chief Executive Officer Via Walbrook PR
Chris Hand, Non-Executive Chairman
Zeus Capital Limited (Sole Broker and Nominated Adviser) Tel: +44 (0) 20 7220 1666
Chris Fielding / Isaac Hooper (Corporate Finance)
Fraser Marshall (Corporate Broking)
Walbrook PR (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or abingdon@walbrookpr.com
(mailto:abingdon@walbrookpr.com)
Paul McManus / Alice Woodings Mob: +44 (0)7980 541 893 / +44 (0)7407 804 654
Phillip Marriage +44 (0)7867 984 082
The person responsible for arranging the release of this announcement on
behalf of the Company is Chris Yates, Chief Executive Officer of the Company.
About Abingdon Health plc
Abingdon is a leading lateral flow contract development and manufacturing
organisation ("CDMO") offering its services to an international customer base
across industry sectors that include clinical, animal health, plant health,
and environmental testing. Abingdon has the internal capabilities to take
projects from initial concept through to routine and large-scale
manufacturing; from "idea to commercial success".
The Company's CDMO division offers product development, regulatory support,
technology transfer and manufacturing services for customers looking to
develop new assays or transfer existing laboratory-based assays to a lateral
flow format. Abingdon aims to support the increase in need for rapid results
across many industries and locations; and produces lateral flow tests in areas
such as infectious disease and clinical testing, including companion
diagnostics, animal health and environmental testing. Faster access to results
allows for rapid decision making and targeted intervention; and can support
better outcomes.
Abingdon'as Abingdon Simply Test range of self-tests is an e-commerce platform
that offers a range of self-tests to empowers consumers to manage their own
health and wellbeing. The Abingdon Simply Test
(http://www.abingdonsimplytest.com) e-commerce site offers consumers a range
of information to support them in making informed decisions on the tests
available. In addition, the site provides Abingdon's contract services
customers with a potential route to market for self-tests. The Abingdon Simply
Test range is also sold through international distributors and through other
channels in the UK and Ireland, such as pharmacy chains.
Founded in 2008, Abingdon is headquartered in York, England.
For more information visit: www.abingdonhealth.com
(http://www.abingdonhealth.com/)
APPENDIX I
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT, UNLES OTHERWISE AGREED BY ZEUS
CAPITAL: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
AND ARE, UNLESS OTHERWISE AGREED BY ZEUS CAPITAL, QUALIFIED INVESTORS; AND/OR
(B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER;
OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL
PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON
THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT
ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT
PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. ANY PERSON WHO IS NOT EITHER A QUALIFIED INVESTOR (IF IN THE
EEA) OR A RELEVANT PERSON (IF IN THE UNITED KINGDOM) SHOULD NOT ACT OR RELY ON
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
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 or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand, or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse
Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of
the European Union (Withdrawal) Act 2018 (as amended), were taken in respect
of the Placing, with the result that certain persons became aware of inside
information, as permitted by UK MAR. That inside information is set out in
this announcement and has been disclosed as soon as possible in accordance
with paragraph 7 of article 17 of UK MAR. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of inside information relating to the Company and its securities.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; such
securities offer no guaranteed income and no capital protection; and an
investment in such securities 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, Zeus Capital
will only procure investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares and should be read in their entirety. Each Placee hereby agrees with
Zeus Capital and the Company to be bound by these terms and conditions. A
Placee shall, without limitation, become so bound if Zeus Capital confirms to
such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and conditions set out in
this Announcement and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Zeus Capital and the Company have entered into a Placing Agreement, under
which Zeus Capital has, on the terms and subject to the conditions set out
therein, undertaken to use its reasonable endeavours to procure subscribers
for the Placing Shares at the Placing Price. The Placing is not being
underwritten by Zeus Capital or any other person.
The number of the Placing Shares will be determined following completion of
the Placing. The timing of the closing of the Placing and the number and
allocation of Placing Shares to Placees are at the discretion of Zeus Capital,
following consultation with the Company. Allocations will be confirmed orally
or by email by Zeus Capital following the close of the Placing. A further
announcement confirming these details will then be made as soon as practicable
following completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the Placing Shares. It is expected that settlement of the Placing
Shares and Admission will become effective at 8.00 a.m. on 14 August 2024 and
that dealings in the Placing Shares will commence at that time.
Bookbuild Placing
Zeus Capital will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Placing Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Zeus Capital and the Company shall be entitled to effect the Placing by such
alternative method to the Placing as they may, in their discretion, determine.
The principal terms of the Placing are as follows:
1. Zeus Capital is arranging the Placing as sole agent for, and broker
of, the Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by Zeus Capital.
Zeus Capital and any of its affiliates are entitled to participate in the
Bookbuild.
3. The Bookbuild, if successful, will establish the number of Placing
Shares to be issued at the Placing Price, which will be determined by Zeus
Capital, in consultation with the Company, following completion of the
Placing. The results of the Placing, including the number of Placing Shares,
will be announced on a Regulatory Information Service following completion of
the Placing.
4. To bid in the Placing, prospective Placees should communicate their
bid by telephone or email to their usual contact at Zeus Capital. Each bid
should state the number of Placing Shares which the prospective Placee wishes
to subscribe for. Bids may be scaled down by Zeus Capital on the basis
referred to in paragraph 1 below.
5. The Placing is expected to close no later than 5.00 p.m. on 25 July
2024 but may be closed earlier or later subject to the agreement of Zeus
Capital and the Company. Zeus Capital may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The Company
reserves the right to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares to Placees will be determined by
Zeus Capital, following consultation with the Company. Each Placee's
allocation will be confirmed to Placees orally, or by email, by Zeus Capital
following the close of the Placing and a trade confirmation or contract note
will be dispatched as soon as possible thereafter. Oral or emailed
confirmation from Zeus Capital will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a Placee), in
favour of Zeus Capital and the Company, under which it agrees to acquire by
subscription the number of Placing Shares allocated to it at the Placing Price
and otherwise on the terms and subject to the conditions set out in this
Appendix and in accordance with the Articles. Except with Zeus Capital's
consent, such commitment will not be capable of variation or revocation. Zeus
Capital may choose to accept bids, either in whole or in part, on the basis of
allocations determined at their absolute discretion, in consultation with the
Company, and may scale down any bids for this purpose on the basis referred to
in paragraph 8 below.
7. The Company will make a further announcement following the close of
the Placing detailing the results of the Placing and the number of Placing
Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, Zeus Capital may choose not to
accept bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (after consultation with the Company)
and may scale down any bids for this purpose on such basis as it may
determine. Zeus Capital may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after that time
or allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time.
9. A bid in the Placing will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with Zeus
Capital's consent, will not be capable of variation or revocation from the
time at which it is submitted. Following Zeus Capital's oral or written
confirmation of each Placee's allocation and commitment to acquire Placing
Shares, each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Zeus Capital (as agent for the Company), to pay to it (or
as it may direct) in cleared funds an amount equal to the product of Placing
Price and the number of Placing Shares such Placee has agreed to acquire and
the Company has agreed to allot and issue to that Placee.
10. Except as required by law or regulation, no press release or other
announcement will be made by Zeus Capital or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of Zeus Capital under the Placing will be subject to
fulfilment of the conditions referred to below "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below under
"Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
14. To the fullest extent permissible by law and the applicable rules of the
FCA, neither Zeus Capital, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to Placees (or to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions) in respect
of the Placing. In particular, neither Zeus Capital, nor the Company, nor any
of their respective affiliates, agents, directors, officers or employees shall
have any liability (including to the extent permissible by law, any fiduciary
duties) in respect of Zeus Capital's conduct of the Placing or of such
alternative method of effecting the Placing as Zeus Capital and the Company
may determine.
15. The Placing is not subject to any minimum fundraising and no element of
the Placing is underwritten by Zeus Capital or any other person.
Conditions of the Bookbuild Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
Zeus Capital's obligations under the Placing Agreement are conditional on:
1. the entering into of the Acquisition Agreement;
2. the fulfilment by the Company of its obligations to deliver to Zeus
Capital certain documents required under the Placing Agreement by the time
specified in the Placing Agreement;
3. an AIM application form in respect of the Placing Shares signed on
behalf of the Company and all other documents to be submitted therewith having
been delivered to the London Stock Exchange;
4. the Circular having been posted to the Company's shareholders by no
later than 25 July 2024 (by first class pre-paid mail) in accordance with the
articles of association;
5. the Company having complied with all of its other obligations under
the Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission) and not being in breach of the Placing Agreement
save where, in the good faith opinion of Zeus Capital, such non-compliance or
breach is not material;
6. no matter having arisen before Admission which would reasonably be
expected to give rise to a claim under any of the indemnities given by the
Company in the Placing Agreement;
7. the Resolutions being passed at the General Meeting;
8. the Acquisition Agreement not having been terminated prior to
Admission;
9. the delivery by the Company to Zeus Capital immediately prior to
Admission of the warranty certificate in the form set out in the Placing
Agreement and signed for and on behalf of the Company by a Director;
10. the Placing Shares having been allotted, subject only to Admission; and
11. Admission having occurred not later than 8.00 a.m. on 14 August 2024 or
such later date as the Company and the Bank may agree, but in any event not
later than 8.00 a.m. on 23 September 2024 (the "Long Stop Date").
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by Zeus
Capital by the respective time or date where specified (or such later time or
date as Zeus Capital may notify to the Company, being not later than the Long
Stop Date; (ii) any of such conditions becomes incapable of being fulfilled;
or (iii) the Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee in respect
thereof.
Zeus Capital may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for (subject to the Long Stop Date), compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement, save that the conditions
relating to Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither Zeus Capital nor the Company nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of Zeus Capital.
Right to terminate the Placing Agreement
Zeus Capital is entitled, at any time before Admission, to terminate the
Placing Agreement by giving notice to the Company in certain circumstances,
including, inter alia:
1. the Company fails to comply with any of its obligations under the
Placing Agreement which Zeus Capital reasonably considers to be material; or
2. it comes to the notice of Zeus Capital that any statement contained
in any of the Issue Documents (as defined in the Placing Agreement) was
untrue, incorrect or misleading at the date of such document in any respect
which Zeus Capital reasonably considers to be material; or
3. it comes to the notice of the Bank that any statement contained in
any of the Issue Documents (as defined in the Placing Agreement) has become
untrue, incorrect or misleading in any respect which Zeus Capital reasonably
considers to be material or any matter which Zeus Capital reasonably considers
to be material has arisen which would, if the Placing were made at that time,
constitute a material omission therefrom; or
4. it comes to the notice of Zeus Capital that any of the warranties
given by the Company was not at the date of the Placing Agreement true and
accurate in any respect which Zeus Capital reasonably considers to be material
by reference to the facts subsisting at the time when the notice referred to
below is given; or
5. it comes to the notice of Zeus Capital that a matter has arisen which
is reasonably likely to give rise to a claim under any of the indemnities
given by the Company in the Placing Agreement which Zeus Capital reasonably
considers to be material by reference to the facts subsisting at the time when
the notice referred to below is given; or
6. any of the warranties, given by the Company by reference to the
circumstances prevailing from time to time has ceased to be true and accurate
in any respect which Zeus Capital reasonably considers to be material by
reference to the facts subsisting at the time when the notice referred to
below is given; or
7. it comes to the notice of Zeus Capital that there has been, or will
be a breach of the Acquisition Agreement including any of the warranties in
that agreement which Zeus Capital reasonably considers to be material or the
Acquisition Agreement is otherwise terminated, rescinded or frustrated, then
Zeus Capital may, after having to the extent practicable in the circumstances
consulted with the Company, give notice in writing to the Company prior to
Admission to terminate its obligations under the Placing Agreement.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by Zeus
Capital of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Zeus Capital and that
Zeus Capital need not make any reference to Placees in this regard and that
neither Zeus Capital nor any of its respective affiliates shall have any
liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing or the Placing Shares, and Placees'
commitments will be made solely on the basis of the information contained in
the Announcement (including this Appendix) and the Publicly Available
Information and subject to any further terms set out in the contract note,
electronic trade confirmation or other (oral or written) confirmation to be
sent to individual Placees. Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has not relied on any other
information (other than the Publicly Available Information), representation,
warranty, or statement made by or on behalf of the Company or Zeus Capital or
any other person and neither Zeus Capital, the Company 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 and, if given or made, such information,
representation, warranty or statement must not be relied upon as having been
authorised by Zeus Capital, the Company or their respective officers,
directors, employees or agents. 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. Neither
the Company nor Zeus Capital are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing Shares by such
Placee under any legal, investment or similar laws or regulations. Each Placee
should not consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Placing, each Placee allocated Placing Shares in the
Placing will be sent a trade confirmation or contract note in accordance with
the standing arrangements in place with Zeus Capital, stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate amount owed
by such Placee (in pounds sterling) and a form of confirmation in relation to
settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Zeus Capital in
accordance with the standing CREST settlement instructions which they have in
place with Zeus Capital.
Settlement of transactions in the Placing Shares (ISIN: GB00BLF79J41)
following Admission will take place within CREST provided that, subject to
certain exceptions. Settlement through CREST is expected to occur on or
around 14 August 2024 (the "Settlement Date") in accordance with the contract
note, electronic trade confirmation or other (oral or written) confirmation.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, the Company and Zeus Capital
may agree that the Placing Shares should be issued in certificated form.
Zeus Capital reserve the right to require settlement for the Placing Shares,
and to deliver the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Bank of England base rate as determined
by Zeus Capital.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Zeus Capital: 601
Expected trade time & date: at or around 7.00a.m. on 25 July 2024
Settlement Date: 14 August2024
ISIN code for the Placing Shares: GB00BLF79J41
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 8 August 2024
Each Placee is deemed to agree that, if it does not comply with these
obligations, Zeus Capital may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for Zeus
Capital's account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable and shall indemnify Zeus Capital on demand
for any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on Zeus Capital such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which Zeus Capital lawfully takes in pursuance of such sale. Legal
and/or beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of 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
stamp duty reserve tax or securities transfer tax. Neither Zeus Capital nor
the Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to Zeus
Capital for itself and on behalf of the Company:
1. that it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. it has not received and will not receive a prospectus or other
offering document in connection with the Placing and acknowledges that no
prospectus or other offering document:
a. is required under the UK Prospectus Regulation or other applicable
law; and
b. has been or will be prepared in connection with the Placing;
3. that its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any circumstances;
4. that the exercise by Zeus Capital of any right or discretion under
the Placing Agreement shall be within the absolute discretion of Zeus Capital,
and Zeus Capital need not have any reference to it and shall have no liability
to it 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
Zeus Capital or the Company, or any of their respective officers, directors,
employees agents or advisers, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
5. that these terms and conditions represent the whole and only
agreement between it, Zeus Capital and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, nor Zeus Capital,
nor any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
6. that in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation and Article 5(1) of the UK Prospectus Regulation, (i) the Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in
any Member State of the European Economic Area which has implemented the EU
Prospectus Regulation or the UK, respectively, other than Qualified Investors
or in circumstances in which the prior consent of Zeus Capital has been given
to the offer or resale; or (ii) where Placing Shares have been acquired by it
on behalf of persons in any member state of the EEA, or the UK respectively,
other than Qualified Investors, the offer of those Placing Shares to it is not
treated under the EU Prospectus Regulation or the UK Prospectus Regulation as
having been made to such persons;
7. that neither it nor, as the case may be, its clients expect Zeus
Capital to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that Zeus Capital is not acting for
it or its clients, and that Zeus Capital will not be responsible for providing
the protections afforded to customers of Zeus Capital or for providing advice
in respect of the transactions described herein;
8. that it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that Zeus Capital or the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it requested any
of Zeus Capital, the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
to provide it with any such information;
9. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
10. it is not taking up the Placing Shares as a result of any "general
solicitation" or "general advertising" efforts (as those terms are defined in
Regulation D under the Securities Act) or any "directed selling efforts" (as
such term is defined in Regulation S under the Securities Act);
11. that the Placing Shares have not been and will not be registered under
the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
12. it understands that:
a. the Placing Shares are "restricted securities" within the meaning of
Rule 144(a)(3) of the Securities Act and will be subject to restrictions on
resale and transfer subject to certain exceptions under US law;
b. no representation is made as to the availability of the exemption
provided by Rule 144 of the Securities Act for resales or transfers of Placing
Shares; and
c. it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons (as
defined in the Securities Act);
13. it will not offer, sell, transfer, pledge or otherwise dispose of any
Placing Shares except:
a. in an offshore transaction in accordance with Rules 903 or 904 of
Regulation S under the Securities Act; or
b. pursuant to another exemption from registration under the Securities
Act, if available,
c. and in each case in accordance with all applicable securities laws
of the states of the United States and other jurisdictions;
14. no representation has been made as to the availability of the exemption
provided by Rule 144, Rule 144A or any other exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing Shares;
15. it understands that the Placing Shares are expected to be issued to it
through CREST but may be issued to it in certificated, definitive form and
acknowledges and agrees that the Placing Shares may, to the extent they are
delivered in certificated form, bear a legend to the following effect unless
agreed otherwise with the Company:
16. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and if
applicable it has made such investigation and has consulted its own
independent advisers or has otherwise satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
17. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
18. that neither Zeus Capital, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
19. that, unless specifically agreed with Zeus Capital, it is not and was
not acting on a non-discretionary basis for the account or benefit of a person
located within the United States or any US Person at the time the undertaking
to subscribe for and/or purchase Placing Shares was given and it is not
acquiring Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing Shares into
the United States or to any US Person and it will not reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
20. that it is not a national or resident of Australia, Canada, Japan, New
Zealand, the Republic of South Africa or a corporation, partnership or other
entity organised under the laws of Australia, Canada, Japan, New Zealand,
the Republic of South Africa and that it will not (unless an exemption under
the relevant securities laws is applicable) offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in Australia,
Canada, Japan, New Zealand or the Republic of South Africa or to or for the
benefit of any person resident in Australia, Canada, Japan, New Zealand, the
Republic of South Africa and each Placee acknowledges that the relevant
clearances or exemptions are not being obtained from the Securities Commission
of any province or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities and
Investments Commission, the Canadian Securities Administrators, the Japanese
Ministry of Finance, the Securities Commission of New Zealand or the South
African Reserve Bank and that the Placing Shares are not being offered for
sale and may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful;
21. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
22. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;
23. that it is entitled to subscribe for and/or purchase Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or Zeus Capital or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal requirements
of any territory in connection with the Placing or its acceptance;
24. that it has obtained all necessary consents and authorities to enable it
to give its commitment to subscribe for and/or purchase the Placing Shares and
to perform its subscription and/or purchase obligations;
25. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by Zeus Capital;
26. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
27. that, unless otherwise agreed by Zeus Capital, it is a Qualified
Investor;
28. that, unless otherwise agreed by Zeus Capital, it is a "professional
client" or an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's COBS and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
29. that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
30. that any money held in an account with Zeus Capital (or its nominee) on
its behalf and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from Zeus Capital's (or its nominee's) money in
accordance with such client money rules and will be used by Zeus Capital in
the course of its own business and each Placee will rank only as a general
creditor of Zeus Capital;
31. that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its Ordinary Shares in
accordance with the requirements of Chapter 5 of the Disclosure Guidance and
Transparency Rules of the FCA);
32. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
33. that it will not deal or cause or permit any other person to deal in all
or any of the Placing Shares which it is subscribing for under the Placing
unless and until Admission becomes effective;
34. that it appoints irrevocably any director of either of Zeus Capital as
its agent for the purpose of executing and delivering to the Company and/or
its registrars any document on its behalf necessary to enable it to be
registered as the holder of the Placing Shares;
35. that the Announcement does not constitute a securities recommendation or
financial product advice and that neither Zeus Capital nor the Company has
considered its particular objectives, financial situation and needs;
36. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
37. that it will indemnify and hold the Company and Zeus Capital and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
Company and Zeus Capital will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify Zeus Capital and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to Zeus Capital for
itself and on behalf of the Company and will survive completion of the Placing
and Admission;
38. that time shall be of the essence as regards obligations pursuant to
this Appendix;
39. that it is responsible for obtaining any legal, financial, tax and other
advice that it deems necessary for the execution, delivery and performance of
its obligations in accepting the terms and conditions of the Placing, and that
it is not relying on the Company or Zeus Capital to provide any legal,
financial, tax or other advice to it;
40. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that Zeus Capital shall notify it of such
amendments;
41. that (i) it has complied with its obligations under the Criminal Justice
Act 1993, FSMA and UK MAR, (ii) in connection with money laundering and
terrorist financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (information on the Payer) Regulations 2017 (as amended) and any
related or similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect thereof and
the Money Laundering Sourcebook of the FCA and (iii) it is not a person: (a)
with whom transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S. Department of
the Treasury or the United States Department of State; (b) named on the
Consolidated List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the United
Nations (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 and
has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to Zeus Capital such evidence, if any, as to the
identity or location or legal status of any person which Zeus Capital may
request from it in connection with the Placing (for the purpose of complying
with such Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by Zeus Capital on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be subscribed for by it
or at its direction pursuant to the Placing being reduced to such number, or
to nil, as Zeus Capital may decide in its absolute discretion;
42. that it will not make any offer to the public within the meaning of the
EU Prospectus Regulation or the UK Prospectus Regulation of those Placing
Shares to be subscribed for and/or purchased by it;
43. that it will not distribute any document relating to the Placing Shares
and it will be acquiring the Placing Shares for its own account as principal
or for a discretionary account or accounts (as to which it has the authority
to make the statements set out herein) for investment purposes only and it
does not have any contract, understanding or arrangement with any person to
sell, pledge, transfer or grant a participation therein to such person or any
third person with respect of any Placing Shares; save that if it is a private
client stock, broker or fund manager it confirms that in purchasing the
Placing Shares it is acting under the terms of one or more discretionary
mandates granted to it by private clients and it is not acting on an execution
only basis or under specific instructions to purchase the Placing Shares for
the account of any third party;
44. that it acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions 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 the
Company or Zeus Capital in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
45. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to Zeus
Capital;
46. that Zeus Capital owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
47. that Zeus Capital may, in its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
48. that no prospectus or offering document has been or will be prepared in
connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares;
49. undertakes that it (and any person acting on its behalf) will make
payment in respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as Zeus
Capital may in its sole discretion determine and without liability to such
Placee, who will remain liable for any amount by which the net proceeds of
such sale falls short of the product of the Placing Price and the number of
Placing Shares allocated to it and may be required to bear any stamp duty,
stamp duty reserve tax or other similar taxes (together with any interest or
penalties) which may arise upon the sale of such Placee's Placing Shares;
50. that its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to acquire,
and that Zeus Capital and/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; and
51. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, Zeus Capital and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Zeus Capital for itself
and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by Zeus Capital.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or Zeus Capital will be responsible,
and the Placee to whom (or on behalf of whom, or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp
duty or stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and Zeus Capital in the event that any
of the Company and/or Zeus Capital have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each Placee should
seek its own advice and notify Zeus Capital accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. Zeus Capital shall notify the Placees and any person
acting on behalf of the Placees of any changes.
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 Zeus Capital or by any of its respective affiliates or agents 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.
DEFINITIONS
"Acquisition" the proposed acquisition by the Company of the Compliance Solutions Group, in
accordance with the terms and conditions of the Acquisition Agreement
"Acquisition Agreement" the conditional agreement entered into between the Company and the Vendors in
relation to the Acquisition dated 24 July 2024, further details of which are
set out in paragraph 2 of the letter from the Chairman of the Company
"Admission" admission to AIM of the New Ordinary Shares becoming effective in accordance
with Rule 6 of the AIM Rules
"AIM'' the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies (including the guidance notes) published by the
London Stock Exchange from time to time
"Announcement" this announcement launching the Placing by the Company
"Bookrunner" Zeus Capital
"Business Day" any day on which banks are usually open for business in England and Wales for
the transaction of sterling business, other than a Saturday, Sunday or public
holiday
"CDMO" contract development and manufacturing organisation
"CE-mark" signifies a product meeting EU safety, health & environmental standards
"Circular" a circular to Shareholders relating to the Placing including the notice of
General Meeting to be circulated on or around the date of this announcement
"Company" or "Abingdon" Abingdon Health plc, a company incorporated and registered in the United
Kingdom with registered number 06475379
"Completion" completion of the Acquisition
"Consideration Shares" 9,216,590 ordinary shares in Abingdon Health plc
"Compliance Solutions Group" CS (LS), CS Europe and CS USA
"CS Europe" CS Lifesciences Europe Limited, a company incorporated and registered in the
Republic of Ireland with registered number 644533
"CS (LS)" Compliance Solutions (Life Sciences) Limited, a company incorporated and
registered in Scotland with registered number SC344423
"CS USA" CS Lifesciences USA Inc., a company incorporated and registered in Delaware
USA with registered number 3220375
"CREST" or "CREST system" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755)
"Directors" or "Board" the directors of the Company or any duly authorised committee thereof
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"EUWA" the European Union (Withdrawal) Act 2018, as amended
"Existing Ordinary Shares" the 126,716,822 Ordinary Shares in issue at the date of the Announcement
"FCA" the Financial Conduct Authority
"FDA" the Food and Drug Administration
"FSMA" the Financial Services and Markets Act 2000, as amended
"Further Consideration Shares" has the meaning given in paragraph 1 "Introduction" of the letter from the
Chairman
"General Meeting" the general meeting of the Company to be held at [the offices of the Company,
being York Biotech Campus, Sand Hutton, York, YO41 1LZ] at 10.00 a.m. on 12
August 2024 (or any adjournment thereof) at which the Resolutions will be
proposed
"GMP" Good Manufacturing Practices
"Group" the Company together with its subsidiaries
"HMRC" HM Revenue & Customs in the UK
"ITA 2007" Income Tax Act 2007
"IVDeology Group" IVDeology (Holdings) Limited, together with its subsidiaries IVDeology Limited
and IVDeology UKRP Limited
"IVDR" In Vitro Diagnostic Regulation, a European Union regulation applicable to in
vitro diagnostic medical devices
"LAMP" Loop-mediated isothermal amplification
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 23 September 2024
"MAR" or the "Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law
pursuant to the EUWA
"MHRA" Medicines and Healthcare Products Regulatory Agency
"New Ordinary Shares" the Consideration Shares and the Placing Shares, but for the avoidance of
doubt, not the Retail Offer Shares nor the Further Consideration Shares
"Notice" the notice of General Meeting set out in this Circular proposing the
Resolutions
"Notified Body" an organisation designated by a European Union country to assess the
conformity of certain products before being placed on the market
"Ordinary Shares" ordinary shares of 0.025 pence par value in the capital of the Company
"PCR" polymerase chain reaction
"Placee" or "Placees" any person or persons subscribing for and/or purchasing Placing Shares
pursuant to the Placing
"Placing" the conditional placing of the Placing Shares at the Placing Price by the
Bookrunner on behalf of the Company
"Placing Agreement" the agreement dated 24 July 2024 between the Company and the Bookrunner
relating to the Placing
"Placing Results Announcement" means the press announcement in the agreed form, to be issued via the
Regulatory Information Service, giving details of the results of the Placing
together with the number of Placing Shares and the Issue Price
"Placing Price" 9.75 pence per New Ordinary Share
"Placing Shares" up to c.53.6 million Ordinary Shares comprising the Placing
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area
"Qualified Investors" (a) in respect of persons in any Member State of the European Economic Area,
persons who are qualified investors (within the meaning of article 2(e) of the
Prospectus Regulation; or (b) in respect of persons in the UK, persons who are
qualified investors (within the meaning of article 2(e) of the Prospectus
Regulation as it forms part of UK domestic law pursuant to the EUWA, as the
case may be
"Registrar" Link Group
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information
"Resolutions" means all the resolutions to be put to the General Meeting as set out in the
notice of General Meeting contained in the Circular, including that to
authorise the Directors to allot and issue the Consideration Shares, the
Further Consideration Shares, the Placing Shares and Retail Offer Shares free
of all statutory pre-emption rights pursuant to the Acquisition Agreement, the
Placing and Retail Offer respectively
"Retail Offer" means the retail offer proposed to be made by the Company on the close of the
Company's General Meeting via the Bookbuild Platform to allow persons situated
in the United Kingdom to subscribe for Retail Offer Shares at the Placing
Price
"Retail Offer Shares" up to 5,128,205 Ordinary Shares being made available pursuant to the Retail
Offer
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" the holders of Ordinary Shares (as the context requires) at the relevant time
"UKCA-marking" UK conformity assessed mark, a key indicator of a product's compliance with UK
legislation
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction
"VCT" has the meaning given in section 259 of ITA 2007
"Vendors" the selling shareholders under the Acquisition Agreement
"Zeus Capital" Zeus Capital Limited, Nominated Adviser and Broker to the Company
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
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