REG - Agronomics Limited - Proposed Fundraise to raise minimum £25 million
01/12/2021 11:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211201:nRSA2279Ua&default-theme=true
RNS Number : 2279U Agronomics Limited 01 December 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
1 December 2021
Agronomics Limited
("Agronomics" or the "Company")
Proposed Fundraise to raise minimum £25 million
Launch of proposed Placing by way of accelerated bookbuild
Proposed Open Offer
Agronomics Limited (AIM:ANIC), a leading listed investor in cellular
agriculture, announces a proposed subscription (the "Subscription") and a
placing (the "Placing") to raise a minimum of £25 million (before expenses)
(together the "Fundraise"), including £2.3 million intended to be subscribed
for by Directors as set out below.
Fundraising Highlights:
· The Fundraise to raise minimum gross proceeds of £25 million
through the proposed issue of a minimum 108,695,651 new ordinary shares of
£0.000001 each (the "Fundraising Shares") with warrants, exercisable at 30
pence per share with a two year expiry, attached to the Fundraising Shares on
a 1-for-1 basis ("November 2021 Warrants") (the Fundraising Shares and the
November 2021 Warrants together, the "Fundraising Units"). The Fundraising
Units will be priced at 23 pence per unit (the "Issue Price").
· The Placing is expected to raise a minimum of £19.2 million
through the issue of a minimum of 83,298,282 new Ordinary Shares ("Placing
Shares") and a minimum of 83,298,282 November 2021 Warrants (together, the
"Placing Units") at the Issue Price.
· As at the date of this Announcement, the Subscription has raised
£3.5 million through the proposed issue of 15,397,369 new Ordinary Shares
("Subscription Shares") and 15,397,369 November 2021 Warrants at the Issue
Price; the Company will continue to accept commitments in relation to the
Subscription until 17:00 GMT on 20 December 2021 (the "Subscription Closing
Date").
· Directors of the Company, including Jim Mellon through Galloway
Limited, have confirmed their intention to subscribe for an additional minimum
of £2.3 million (the "Directors' Subscription"). As the Company is
currently in a close period under MAR until the publication of its results
for the financial year ended 30 June 2021 ("Results"), the Directors are not
permitted to enter into a subscription agreement until after publication of
the Results (and subject to each not being in possession of any other
unpublished price sensitive information at such time). It is expected that the
Results will be published before the Subscription Closing Date, and the
Directors expect to able to participate in the Directors' Subscription as
indicated.
· The Placing will be conducted by way of an accelerated bookbuild
process arranged by Cenkos Securities plc ("Cenkos") which will be launched
immediately following this Announcement, in accordance with the terms and
conditions set out in Appendix III to this Announcement and is expected to
close on 2 December 2021. A further announcement will be made in due course,
confirming the final quantum and number of Placing Units to be issued pursuant
to the Placing, once the bookbuild is closed.
· To provide shareholders who did not have the opportunity to
participate in the Fundraising to now do so, the Company is expected to
undertake an Open Offer to allow shareholders to subscribe for new Ordinary
Shares and associated November 2021 Warrant up to an aggregated c£6.6 million
at the Issue Price. Further details on the Open Offer will be provided
following the closing of the accelerated bookbuild.
· The Issue Price represents a discount of 6.1 per cent. to the
closing price of Ordinary Shares on AIM on 30 November 2021 and 19.9 per cent.
to the average daily volume weighted average price of Ordinary Shares on AIM
for the 20 days to 30 November 2021. The Issue Price is also at a premium of
77.1 per cent. to the latest reported net asset value ("NAV") of 12.99 pence
per share as at 30 September 2021.
· The Subscription is being led by the Company with the assistance
of Shellbay Limited ("Shellbay"). Shellbay will not charge any commission or
fees directly in relation to the fundraising assistance. However, Shellbay
shall be entitled to an annual fee equal to the value of 15% of any increase
between the Company's NAV on a per issued share basis at the start of a
reporting period and 30 June each year (including any such increases derived
from a fundraise at a premium to NAV per share), as outlined in the Company's
announcement of 6 May 2021.
· The net proceeds of the Fundraising and Open Offer will
principally be used by the Company to finance further investment into current
portfolio companies and projects, investment in new opportunities within the
cellular agriculture sector (and other related sectors) as set out below.
Use of Proceeds and Pipeline Investments
The net proceeds of the Fundraise and Open Offer after expenses will
principally be used by the Company to finance further investment into current
portfolio companies and projects and investment in new opportunities within
the cellular agriculture sector (and other related sectors). The Company
currently is in advanced discussions to make investments of up to US$52
million in 6 new and existing portfolio companies covering category leaders in
both cell culture and fermentation technologies and spanning the range from
pre-seed to series B. In addition to these very near-term opportunities, the
Company has a significant pipeline of additional identified leads and expected
funding rounds for existing portfolio companies. Further details are set out
below.
Open Offer
The Company considers it important that Shareholders have an opportunity
(where it is practicable for them to do so) to subscribe for Ordinary Shares
(and applicable November 2021 Warrants) on the same terms as the Fundraise and
accordingly the Company is making the Open Offer to Qualifying Shareholders,
subject to Completion of the Placing.
The Company will undertake an Open Offer to allow shareholders to subscribe
for Ordinary Shares (and applicable Warrants) up to an aggregated c£6.6
million at the Issue Price and will issue an offering circular (the
"Circular") containing further details and the terms and conditions of the
Open Offer.
Application for Admission
The Fundraising Shares and Open Offer Shares (and applicable November 2021
Warrants) will not be subject to the approval of Shareholders at a General
Meeting as Shareholders granted authority on 28 May 2021 to the directors to
allot up to 1,130,000,000 Ordinary Shares free from pre-emption, of which
595,454,548 were used for the new Ordinary Shares and warrants issued in the
May 2021 fundraising. Authority over 534,545,452 remains available for the
issue of new Ordinary Shares under the Fundraising, Open Offer and November
2021 Warrants.
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM ("Admission") and Admission is expected to
become effective and trading will commence at 8 a.m. on or around 8 December
2021. In order to provide sufficient time for the settlement procedure and
payment of funds under the Subscription along with the intending Directors'
Subscription as set out above, application will be made for the Subscription
Shares, any additional shares to be issued pursuant to orders received prior
to the Subscription Closing Date and shares to be issued pursuant to the
Director's Subscription to be admitted to trading on AIM which is expected to
occur at 8.00 a.m. on 21 December 2021
Following Admission, the Fundraising Shares and will rank pari passu with
the existing Ordinary Shares in issue.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos, as agent for the
Company, has conditionally agreed to use its reasonable endeavours to procure
subscribers for the Placing Units at the Issue Price. The Placing Agreement is
conditional upon, amongst other things, none of the warranties given to Cenkos
and Beaumont Cornish prior to Admission being or becoming untrue, inaccurate
or misleading in any respects.
Under the Placing Agreement, the Company has agreed to pay to Cenkos and
Beaumont Cornish Limited, the Company's Nominated Adviser, a fixed sum and/or
commissions based on the aggregate value of the Fundraising, and the costs and
expenses incurred in relation to the Placing.
The Placing Agreement contains customary warranties given by the Company in
favour of Cenkos and Beaumont Cornish Limited in relation to, amongst other
things, the accuracy of the information in this announcement and other matters
relating to the Group and its business. In addition, the Company has agreed to
indemnify Cenkos and Beaumont Cornish Limited (and their respective
affiliates) in relation to certain liabilities which they may incur in respect
of the Placing.
Cenkos and Beaumont Cornish Limited have the right to terminate the Placing
Agreement in certain circumstances prior to Admission. In particular, in the
event of breach of the warranties or a material adverse change or if the
Placing Agreement does not become unconditional.
November 2021 Warrants
Participants in the Fundraising and Open Offer shall receive one November 2021
Warrant for every one ordinary share subscribed for. Each November 2021
Warrant shall have an exercise price of 30 pence per share and have an expiry
date of two years from the date of grant of the November 2021 Warrant.
Each November 2021 Warrant shall entitle the holder to subscribe for one
Ordinary Share on any Exercise Date during the two year period commencing on
the date of grant of any November 2021 Warrant. The Exercise Date is the
last Business Day of each Quarter being the three-month periods of (i) January
to March; (ii) April to June; (iii) July to September and (iv) October to
December. Any Notice of Exercise received by the Receiving Agent in a
Quarter shall be deemed to be exercised only on the next following Exercise
Date after the receipt by the Receiving Agent of the Notice of Exercise.
Each November 2021 Warrant Holder shall be entitled to either:
· hold their November 2021 Warrants in CREST in uncertificated
form; or
· receive a certificate confirming the date on which the holder or
holders thereof are entered on the Register as the holder or holders of such
warrants.
The November 2021 Warrants may be exercised through CREST, in respect of those
November 2021 Warrants held in CREST, or by lodging a physical notice of
exercise with the Receiving Agent, in relation to those holding their November
2021 Warrants in certificated form. Ordinary Shares to be issued pursuant to
any Notice of Exercise delivered during a Quarter shall be issued by the
Company on the fifth Business Day following the relevant Exercise Date.
A November 2021 Warrant can be sold, transferred or otherwise assigned either
(i) by written instrument signed by the transferor and the transferee and
delivered to the Receiving Agent with the relevant Certificate, or (ii) via
CREST transfer in the ordinary course.
As with the warrants issued in May 2021, the Company intends to put in place a
trading facility for the November 2021 Warrants at JP Jenkins. The November
2021 Warrant have an ISIN of IM00BP68CG25.
Set out below in Appendix II is an adapted extract from the draft Circular
that is proposed to be sent to Shareholders after the closure of the
Bookbuild. The final Circular, containing the terms and conditions of the Open
Offer is expected to be sent to Shareholders and published on the Company's
website on or around 2 December 2021.
For further information, please contact:
Agronomics Limited Beaumont Cornish Limited Cenkos Securities Plc TB Cardew
The Company Nomad Broker Public Relations
Richard Reed Roland Cornish Giles Balleny Ed Orlebar
Denham Eke James Biddle Michael Johnson Joe McGregor
+44 (0) 1624 639396 +44 (0) 207 628 3396 +44 (0) 207 397 8900 +44 (0) 20 7930 0777
+44 (0) 7738 724 630
agronomics@tbcardew.com
Additional Information on the Company and the Fundraising:
Important Notices
This announcement contains 'forward-looking statements' concerning the Company
that are subject to risks and uncertainties. Generally, the words 'will',
'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects',
'aims', 'intends', 'anticipates' or similar expressions or negatives thereof
identify forward-looking statements. These forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. The reader is
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this announcement. The Company does not
undertake any obligation to update or revise publicly any of the
forward-looking statements set out herein, whether as a result of new
information, future events or otherwise, except to the extent legally
required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of the Company or any other
person following the implementation of the Placing or otherwise.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the shares.
Past performance is no guide to future performance and persons who require
advice should consult an independent financial adviser.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, except pursuant to an exemption from registration. No
public offering of securities is being made in the United States.
The distribution of this announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Cenkos Securities plc or Beaumont Cornish Limited that would
permit an offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the Company,
Cenkos Securities plc and Beaumont Cornish Limited to inform themselves about,
and to observe, any such restrictions.
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This announcement is for information purposes
only and does not constitute an offer to sell or issue or the solicitation of
an offer to buy or acquire shares in the capital of the Company in the United
States, Australia, Canada, the Republic of South Africa or Japan or any
jurisdiction in which such offer or solicitation would be unlawful or require
preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction.
Cenkos Securities plc, who is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as bookrunner to the Company in
relation to the Placing and is not acting for any other persons in relation to
the Placing. Cenkos Securities plc is acting exclusively for the Company and
for no one else in relation to the matters described in this announcement and
is not advising any other person and accordingly will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of Cenkos Securities plc, or for providing advice in relation to the
contents of this announcement or any matter referred to in it.
Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser to
the Company in relation to the Placing and is not acting for any other persons
in relation to the Placing. Beaumont Cornish Limited is acting exclusively for
the Company and for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Beaumont Cornish Limited, or for providing advice in
relation to the contents of this announcement or any matter referred to in it.
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 Cenkos Securities plc or Beaumont Cornish Limited or by any of
their 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.
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 "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, Placees should
note that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; Placing Shares offer no guaranteed
income and no capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Cenkos Securities plc will only
procure investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market Assessment
does not constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to Placing Shares.
Appendix I - Timetable for the Fundraising
Announcement of the Fundraising 11.30 a.m. on 1 December 2021
Announcement of the results of the Fundraising and expected launch of the Open 2 December 2021
Offer
Admission and commencement of dealings of the Placing Shares 8.00 a.m. on 8 December 2021
Admission and commencement of dealings of Subscription Shares 8.00 a.m. on 21 December 2021
Appendix II - Extract from the Company's Circular to Shareholders
BACKGROUND TO AND REASONS FOR THE FUNDRAISING AND Open offer
Agronomics is a leading listed investor in Cellular Agriculture with a focus
on Cultivated Meat and Fermentation technologies. The Company has established
a portfolio of 18 companies at the Pre-Seed to Series B stage in this rapidly
advancing sector (see Portfolio Summary below).
Cellular Agriculture is the interdisciplinary field combining biotechnology,
chemical biology and tissue engineering, to produce conventional agricultural
products directly from Cell Culture and Fermentation processes, including
precision fermentation. These technologies are driving a major disruption in
agriculture, offering solutions to improve sustainability, as well as
addressing human health, animal welfare and environmental damage. Companies in
this emerging sector and their activities have the capacity to impact eight of
the UN's 17 sustainable development goals.
Agronomics seeks to secure strategic stakes in companies owning technologies
with defensible intellectual property that offer new ways of producing food
and materials with a focus on products historically derived from animals. To
achieve this, it invests principally in companies involved in Cellular
Agriculture including Cultivated Meat and Fermentation as well as the enabling
technologies that will be applicable to such companies. Cellular Agriculture
companies are involved across most forms of cultivated meat and seafood, as
well pet food and plant Cell Culture, such as cocoa and coffee. This area
includes cultivated materials, including cotton and leather. The
Fermentation segment includes precision fermentation which involves the use of
genetically engineered microbes to produce valuable molecules, such as
proteins, fats and oils which are separated from the host microorganism via
purification. As with many new industries that utilise new technologies and
equipment, upstream supplier companies and complementary businesses join the
market. Agronomics will also look at investments in companies that provide
the products used more broadly across the industry such as manufacturers of
bioreactors and companies with low-cost growth factor methodologies or
scaffolding approaches.
The Company's investments reflect a global mandate including companies based
in UK, USA, China, Singapore, Israel, the Netherlands, Finland and Germany.
The Portfolio consists of all major protein categories. A full list of
Agronomics' Investee Companies is set out below.
The Cellular Agriculture Industry
The basic premise of Cultured Meat is that the meat is grown in vitro, without
the need to raise animals for slaughter. This is done by taking a biopsy
from the species of choice (cow, chicken, pig, fish, shrimp etc) and isolating
the stem cells from the tissue. Then in the 'Proliferation Phase' (cell
expansion), plant-based growth medium, oxygen and water are used to stimulate
growth of cells into vast quantities of biomass. The 'Differentiation Phase'
(cell specialisation) uses changes of conditions to initiate cells to
differentiate and turn in to the desired cell type, for instance muscle cells,
fat cells, and, or connective tissue. The tissues are combined in various
ways, sometimes with the use of a 'scaffold', to form meat. It is likely that
grounded meat products will be the first commercialised product initially and
these are expected to be at a premium price point. However the Directors
believe that cost reduction through scaling should ultimately lead to price
parity with the benefit over conventional agriculture that the meat will be
grown in a controlled environment and production will accordingly be
independent of environmental factors such as variable weather and disease.
As an industry Cultured Meat is less than 10 years old, with the world's first
lab-grown burger, developed from a research project led by Professor Mark
Post, showcased only in 2013. It was funded by Sergey Brin, co-founder of
Google, and cost EUR 250,000. This research was then spun out in 2016 to
become MosaMeat (www.mosameat.com (http://www.mosameat.com) ). Other key
milestones in the development of the industry include Perfect Day
(www.perfectday.com (http://www.perfectday.com) ) achieving GRAS (generally
recognised as safe) determination from the FDA for the use of β-lactoglobulin
(dairy whey protein), produced via Fermentation and Eat Just, Inc.
(www.goodmeat.co) receiving the world's first cultivated chicken approval for
sale in Singapore in 2020. The Directors estimate that the first regulatory
approval in the US by the FDA will come in 2022 and full-scale
commercialisation will occur in 2025. AT Kearney, the consultancy, predicted
that "cultured meat will make up 35% of the market share" by 2040.
Because of this rapid growth, the sector has a narrow investable universe of
only approximately 200 companies globally and substantial capital requirement
in near term. The Directors therefore believe that there will be significant
raises by the industry in 2022 both in number as more players come into the
industry and size as the market matures. This capital requirement is
reflective of the trend - in 2016 to 2019 approximately US$150 million was
raised for the sector, last year alone US$270 million was raised, and this
year-to-date companies in the sector have raised a total of approximately
US$590 million.
Leading companies in the market Upside Foods Perfect Day EatJUST /
(Formerly Memphis Meats)
Good Meat
Product focus Beef, chicken, duck Dairy proteins Chicken, wagyu beef, plant-based egg
Pre-money valuation US$450 million US$1.3 billion US$1.1 billion
(estimate)
(estimate)
Fundraise stage Series B Series D Series D+
Total funding received to date US$180 million+^ US$710 million^ US$650 million+
*EatJUST is focused on plant-based products and cultivated meat
^Upside Foods raised a US$161 million Series B in January 2020, Perfect Day
raised a $350 million Series D in 2021
The Fermentation sub-sector has also experienced huge growth of investment
over the period. Including 'biomass fermentation', the industry raised
US$90m from 2015 to 2018, US$450m and US$540 million in 2019 and 2020
respectively and US$1.12 billion to date in 2021. The prediction is that
Fermentation companies will raise a further US$2.0 billion in 2022.
Regulation of Cellular Agriculture
The regulation of Cellular Agriculture is relatively complex and is often
covered by multiple agencies given its novelty and the fact that it has
characteristics of both biotechnology and agriculture. In the US, the FDA
and the United States Department of Agriculture ("USDA") jointly regulates
Cultivated Meat, while the FDA solely regulates cell-based seafood.
Cultivated Meat in the EU is regulated by European Food Standards Agency
("EFSA") and new products have to go through a 'Novel Foods' regulatory
approval process. Directors believe that the period from application to
grant will take 6 to 18 months.
At this point in time only Eat Just Inc. has regulatory approval for any
Cultivated Meat product and this has a limited scope having been approved in
December 2020 by the Singapore Food Agency for cultivated chicken products for
sale in Singapore.
Investment Process
Agronomics seeks to identify novel commercial opportunities utilising Cell
Culture or Fermentation processes. The investment process starts with an
initial screen which to date covers over 172 companies specific to Cellular
Agriculture which provides a comprehensive coverage of the investment universe
while maintaining a view to portfolio diversification covering key protein
categories. Investment opportunities are sourced via an established network,
desk-top research and screening. At this point a more focussed diligence
process is undertaken which the Company has undertaken on over 60 companies to
date. The diligence process will include engaging relevant scientific
advisory board members for full evaluation of the technology and science,
relevant intellectual property rights (including a freedom to operate patent
review), assessment of the business strategy and team competencies, a
preliminary Investment Committee review and site visits. Final investment
process (18 companies to date) involves final technical due diligence by the
Company's Scientific Advisory Board, written reports, external legal counsel
engaged for legal documentation, comprehensive investment memorandum and data
pack for final Investment Committee vote and final board approval. Details
of the board and the advisory team and the scientific advisory board are set
out in the Company's website https://agronomics.im/ (https://agronomics.im/) .
Recent investments and reasons for the fundraising
In May of this year, the Company raised £65.5 million gross to fund its
on-going investment programme into both existing Investee Companies as well as
new companies to broaden the Portfolio. Since that time the Company has
invested approximately £20 million (US$27 million) in the following 7
Investee Companies:
· Meatable B.V. EUR0.2 million
· Formo Bio GmbH US$3.15 million
· VitroLabs Inc. US$7.0 million
· California Cultured Inc. US$4.0 million
· Solar Foods EUR3.0 million
· The EVERY Company US$8.0 million
· Ohayo Valley Inc US$1.5 million
The Company currently has approximately £44 million of available investible
cash but expects to deploy this on its near-term investment pipeline set out
in Paragraph 3 (Use of Proceeds) below. Going forward, the Directors
envisage that the Company will be presented with significantly greater
opportunities to deploy larger amounts of capital into the sector with average
investment size increasing in line with sector growth.
To date the Company has participated in a number of the early rounds of
leading companies in the Cellular Agriculture industry, allowing the Company
to have material holdings in 18 portfolio companies covering most of the key
meat varieties for a total investment of approximately £43,467,920.
Given the relatively short history of the sector, many of these companies have
not undertaken the follow-on rounds that would generate a re-pricing event for
the Company's holdings, meaning that, in the Directors' opinion, the carrying
value on the Company's balance sheet of the some of these companies such as
BlueNalu does not reflect the rapid progress that they have achieved to date.
The Directors therefore expect significant developments in a number of the
Company's portfolio companies that should positively impact their valuation in
the coming year.
The Company will continue to invest in applications of Cell Culture in
pre-seed companies but it intends, where possible, to take larger positions in
such early rounds in order to have greater influence on terms and greater
visibility on the development of the relevant business and intellectual
property. In addition, given the maturing market and later stage rounds
being undertaken including by its current Investee Companies, the Company is
expected to naturally transition to larger per round investments. The
Directors therefore consider that increasing the capital base at this point
would benefit the Company by allowing it to take advantage of more
opportunities over the next year, whether it be continuing to invest in
earlier stage companies, maintaining its holding in existing later stage
Investee Companies or making targeted acquisitions of secondary shares in the
leading Cellular Agriculture companies.
USE OF PROCEEDS OF THE FUNDRAISING and open offer
The amounts raised under the Fundraising and Open Offer will principally be
used to finance further investment into current Investee Companies and
projects and, investment in new opportunities within the Cellular Agriculture
sector (and other related sectors).
The Company currently is in advanced discussions to make investments of up to
US$52 million in 6 new and existing Investee Companies covering category
leaders in both Cell Culture and Fermentation technologies and spanning the
range from 'Pre-Seed' to 'Series B' (details of which are set out below). In
addition to these near-term opportunities, the Company has a significant
pipeline of additional identified leads and expected funding rounds for
existing Investee Companies.
EXPECTED NEAR TERM INVESTMENTS
TECHNOLOGY FOCUS ANTICIPATED COMMITMENT (GBP) STAGE ESTIMATED TIME TO COMMERCIAL LAUNCH DESCRIPTION
Project A Cell Culture 5-9 million Series A 1-2 years Major protein category, company has an efficient bioprocess established,
entering scale-up phase
Project B Cell Culture 7-11 million Series B 1-2 years Leading US based cellular agriculture company
Project C Fermentation 7-11 million Series B < 1 year Company providing infrastructure capabilities to fermentation companies to
facilitate scaling
Project D Fermentation 6 million Series B < 1 year Opportunity in a leading fermentation company with a platform technology
Ohayo Valley Inc Cell Culture ~1.11 million Pre-Seed 4 years Leading cultivated meat scientist has founded her own company, unique
technology approach for efficient production at low-cost. First product is
(announced 19 November 2021) cultivated Wagyu ribeye steak
Project F Cell Culture 250k Pre-Seed 3 years Identified white space opportunity within cellular agriculture
Shellbay Agreement
Agronomics announced revised terms with its advisory consultant, Shellbay
Limited ("2021 Shellbay Agreement") on 6 May 2021. Shellbay Limited is
indirectly owned by Jim Mellon, a Director of the Company. Under the terms of
the 2021 Shellbay Agreement:
o Shellbay charges no ongoing management fee (whether fixed or relating
to the net asset value of the Company's assets).
o Direct expenses incurred in performing the services (including the
direct costs of remunerating employees and/or consultants) reimbursed.
o Performance fee of 15% calculated on annual increase to net asset
value ("NAV") at 30 June each year ("Closing Date") with the highest Closing
Date NAV per share for the previous reporting periods establishing a rolling
high-watermark.
o Any increase in NAV per share is applied to the issued share capital
at the Closing Date for the purposes of determining the 15% fee.
o As well as NAV increases relating to performance of the Portfolio, any
increase in NAV per share that arises from funds raised at a premium to the
existing NAV per share will count towards the calculation of Shellbay's fee.
o At the election of the Company, the fee is payable in new shares at
the mid-price on the Closing Date or grant of nil price warrants over shares;
or in cash; or (with the agreement of Shellbay), in cash-equivalents (such as
shares), and other assets held by the Company.
The period to 30 June 2021 was the first period during which the 2021 Shellbay
Agreement was in place. During this period, NAV per share increased from
5.86 pence to 11.71 pence on an unaudited basis, principally as a result of
the non-dilutive May 2021 fundraising which was undertaken at a 254 per cent.
premium to the last reported per share net asset value. While still subject
to audit, it is expected that Shellbay will receive shares to the value of
approximately £7 million which would result in a 3.6 per cent. dilution to
NAV per share.
Pursuant to the Placing Agreement, the Company has agreed that it will elect
to pay Shellbay's fee in ordinary shares in relation to the fees for to the
period to 30 June 2021, In addition, to the extent that a fee becomes payable
for performance during the period to 30 June 2022, it will elect to pay at
least 75 per cent. of such fee in ordinary shares.
THE NOVEMBER 2021 WARRANTS
Each Unit comprises one new Ordinary Share and one November 2021 Warrant. Each
November 2021 Warrant shall have an exercise price of 30 pence per share and
have an expiry date of two years from the Grant Date.
Each November 2021 Warrant shall entitle the holder to subscribe for one
Ordinary Share on any "Exercise Date" during the November 2021 Warrant
Period. The Exercise Date is the last Business Day of each "Quarter", being
the three month periods of (i) January to March; (ii) April to June; (iii)
July to September and (iv) October to December. Any Notice of Exercise
received by the Receiving Agent in a Quarter shall be deemed to be exercised
only on the next following Exercise Date after the receipt by the Receiving
Agent of the Notice of Exercise.
Each holder of November 2021 Warrants shall be entitled to either:
(a) hold their November 2021 Warrants in CREST in
uncertificated form; or
(b) receive a certificate confirming the date on which the
holder or holders thereof are entered on the register as the holder or holders
of such November 2021 Warrants.
The November 2021 Warrants will have a unique ISIN number distinct from the
Ordinary Shares. The ISIN number for the November 2021 Warrants is
IM00BP68CG25.
The November 2021 Warrants may be exercised through CREST, in respect of those
warrants held in CREST, or by lodging a physical notice of exercise with the
Receiving Agent, in relation to those holding their November 2021 Warrants in
certificated form. Ordinary Shares to be issued pursuant to any Notice of
Exercise delivered during a Quarter shall be issued by the Company on the
fifth business day following the relevant Exercise Date.
A November 2021 Warrant can be sold, transferred or otherwise assigned either
(i) by written instrument signed by the transferor and the transferee and
delivered to the Registrar with the relevant Certificate, or (ii) via CREST
transfer in the ordinary course.
PORTFOLIO
VitroLabs Inc Formo BlueNalu Meatable Every Solarfoods
Current Value in Portfolio US$12.75m EUR 10.7m US$8.55m EUR 8.15m US$8.0m EUR 6.0m
Agronomics investment US$10.5m EUR 4.15m US$8.0m(*) EUR 5.20m US$8.0m EUR 6.0m
Current Stage Series A Series A Pre-Series B Series A Venture Series A
% Ownership 11.69% 5.94% 5.85%*^ 5.84% 1.39% 5.80%
Category Lab-grown leather Clean dairy protein Cultivated seafood Cultivated pork Clean egg protein Air protein
Notable First Minute Capital, M Ventures CPT Capital, Section 32, Rick Klausner, Blue Horizon, Fazer (leading Finnish FMCG company); Atomico
Co-investors Y Combinator, (Strategic VC Stray Dog Capital, DSM Venturing SOSV (IndieBio),
arm of Merck KGaA),
CPT Capital
New Crop Capital Ingredion
EQT Ventures,
Lowercarbon Capital
Investment Rationale Scalable tissue engineering platform Producing genuine dairy proteins, casein and whey, using recombinant Highly experienced team with 30+ years of food industry experience led by Lou Unique OPTI-OX technology allows for rapid transformation of stem cells into Established precision fermentation platform focused on egg proteins initially Technology that utilises carbon dioxide from the air and the electrolysis of
engineering, focused on producing cheese Cooperhouse muscle and fat
water to produce a sustainable protein
Huge US$52bn global leather goods market
Achieved industry-leading titers that make EVERY cost competitive with eggs at
Technology alleviates the inefficiency and animal welfare concerns of raising Leader in cellular aquaculture with a species agnostic platform to produce Long-term sector experience, including CSO Daan Luining, former scientist at mass scale Versatile application as an alternative to soy or pea protein
Revenue generating expected in the near term dairy cows whole muscle fish fillets New Harvest
Livekindly New Age Meats Mosa Meat Tropic Biosciences California Cultured SuperMeat Shiok Meats
Current Value in Portfolio US$5.55m US$3.6m EUR 3.5m US$3.0m US$2.2m US$2.0m US$0.64m
Agronomics investment US$3.0m US$0.7m EUR 3.5m US$3.0m US$2.2m US$2.0m US$0.5m
Current Stage Seed Series A Series B Series B Seed Pre-Series A Seed
% Ownership 1.0% < 4% 1.62%" 2.95% 18.33%^ 2.22%(^) 1.6%
Category Strategic plant-based chicken Production Cultivated pork Cultivated beef CRISPR gene edited seedlings Lab-grown cocoa Cultivated chicken Cultivated seafood
Notable PHW Group, SOSV III (IndieBio), Blue Horizon Ventures, Nutreco, Bell Food Group Temasek, SOSV (IndieBio) PHW Group, Henry Soesanto (Monde Nissin),
Co-investors Blue Horizon Corporation ff Graphite Pontifax Agtech, Stray Dog Capital, Aqua-Spark
Five Season Ventures New Crop Capital
Investment Rationale Strong operational management team including former president of Unilever First company to produce a meat-based tasting prototype sausage Leading cultivated meat player in Europe, with clear regulatory pathway Developing high-performing commercial varieties of tropical crops, with a Using cell culture technology to produce cocoa products such as chocolate, Operational pilot plant capable of producing several hundred pounds of meat Combined scientific and entrepreneurial experience
North America
through EFSA focus on coffee and bananas cocoa butter and cocoa powders. per week
of co-founders
Good position for market entry through hybrid products
Raised US$200m in the largest founder round in the history of food Advanced product development, whole beef product with muscle, fat and Coffee and banana are large global seed markets: coffee More sustainable way of producing cocoa products- which have concerns over Developed 'The Chicken' restaurant concept in Israel, allowing people to apply First cultivated meat company based in Singapore and
connective tissue
at US$ 22bn and bananas at US$ 29bn deforestation. to taste their products
South-East Asia
Galy Rebellyous Foods CellX Bond Pet Foods
Current Value US$0.5m US$0.35m US$0.3m US$0.15m
Agronomics investment US$0.5m US$0.35m US$0.050m US$0.15m
Current Stage Seed Series A Pre-Seed Seed
% Ownership 4.4%^ 1.2% Less than 2% 3.0%(^)
Category Lab-grown cotton Plant-based food Cultivated meat and cultivated seafood Cultivated pet food
Notable Future Tech Lab, Blue Horizon Ventures, Humboldt Fund, Brinc, Lever VC Lever VC,
Co-investors Petri CPT Capital KBW Ventures, Andante Asset Management
(partner of Ginkgo Bioworks)
Investment Rationale Producing cotton grown directly from cells Revenue generating with corporate cafeterias trialing product via Compass First investment for Agronomics in China - geographic diversification Utilisation of cellular fermentation to produce animal proteins
Group
Minimal footprint compared
Strong technical founding team Targeting the US$25 billion pet food market, growth in high quality premium
to intensive cotton crops with high water, herbicide requirements Founder holds strong IP in large scale manufacturing processes
food market
Huge animal protein market in China ripe for disruption
Appendix III - Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING SHARES
AND WARRANTS.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE CONTENTS OF THIS
ANNOUNCEMENT HAVE NOT BEEN APPROVED BY ANY REGULATORY BODY.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR
SUBSCRIBE FOR PLACING SHARES AND WARRANTS IN AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED (SAVE FOR THE UNITED
KINGDOM) OR UNLAWFUL. THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY
BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF
CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN
SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE
RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH
AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH
AFRICA IN RELATION TO THE PLACING SHARES AND WARRANTS AND THE PLACING SHARES
AND WARRANTS HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR THE UNITED
STATES. ACCORDINGLY, THE PLACING SHARES AND WARRANTS MAY NOT (UNLESS AN
EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD,
RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION OUTSIDE THE UNITED KINGDOM. PERSONS (INCLUDING, WITHOUT
LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL
OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE
ADVICE BEFORE TAKING ANY ACTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE PLACING AND
ISSUE OF THE PLACING SHARES AND WARRANTS IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY OR
CENKOS OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS,
EMPLOYEES OR OFFICERS THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES AND
WARRANTS OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES AND WARRANTS IN
ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN THE
UNITED KINGDOM. PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN
ARE REQUIRED BY THE COMPANY AND CENKOS TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT (A)
PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AND TO THE
EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE ("EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"), AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION WHICH FORMS PART OF
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
PROSPECTUS REGULATION") WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT
WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES AND WARRANTS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES AND WARRANTS HAVE NOT BEEN NOR WILL BE REGISTERED
UNDER THE SECURITIES ACT, UNDER THE SECURITIES LEGISLATION OF ANY STATE OF THE
UNITED STATES OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES AND WARRANTS HAVE NOT
BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY
OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. THE PLACING SHARES AND
WARRANTS MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US
PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT).
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF SECTION
4(A)(2) OF THE SECURITIES ACT MADE IN THE UNITED STATES. THE PLACING SHARES
AND WARRANTS CANNOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN
THE UNITED STATES OR TO US PERSONS.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE
"FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS
"BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPECTS",
"INTENDS", "MAY", "WILL" OR "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR
OTHER VARIATIONS OR COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS
INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE
DIRECTORS' CURRENT INTENTIONS, BELIEFS OR EXPECTATIONS CONCERNING, AMONG OTHER
THINGS, THE COMPANY'S RESULTS OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY,
PROSPECTS, GROWTH, STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE
SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND
ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS, GROWTH STRATEGY AND
LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE ASSUMPTIONS TO BE REASONABLE
BASED UPON INFORMATION CURRENTLY AVAILABLE, THEY MAY PROVE TO BE INCORRECT.
SAVE AS REQUIRED BY LAW OR BY THE AIM RULES, THE COMPANY ASSUMES NO OBLIGATION
TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS
IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE DIRECTORS'
EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS
ANNOUNCEMENT. NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO COMPRISE A
PROFIT FORECAST OR ESTIMATE, AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE
INTERPRETED TO MEAN THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR
FUTURE FINANCIAL YEARS WOULD MATCH OR EXCEED HISTORICAL PUBLISHED EARNINGS PER
SHARE OF THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL
BE 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 CENKOS OR ANY OF ITS
RESPECTIVE ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS,
EMPLOYEES, OFFICERS OR ANY OTHER PERSON 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 PLACEE, ANY PERSON ACTING ON
SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY
THEREFOR IS EXPRESSLY DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.
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
(including insofar as MiFID II and the MiFID II Delegated Directive constitute
retained EU law (as defined in section 6(7) of the European Union (Withdrawal)
Act 2018) in the United Kingdom ("Retained MiFID Provisions)) (together the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares and
Warrants have been subject to a product approval process, which has determined
that such Placing Shares and Warrants are; (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II and the
Retained MiFID Provisions; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II and the Retained MiFID
Provisions (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, Distributors (as defined within the MiFID II Product
Governance Requirements) and investors should note that: the price of the
Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares and Warrants is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Cenkos will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability of appropriateness for the purposes of MiFID II or
the Retained MiFID Provisions; 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 and Warrants. Each distributor
is responsible for undertaking its own target market assessment in respect of
the Placing Shares and Warrants and determining appropriate distribution
channels.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in, the Placing
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing Shares
and Warrants on the terms and conditions contained herein and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
No commission will be paid to Placees or by Placees in respect of any Placing
Shares or Warrants.
Details of the Placing Agreement and the Placing Shares and Warrants
Cenkos as bookrunner (the "Bookrunner") has entered into the Placing Agreement
with the Company pursuant to which, on the terms and subject to the conditions
set out in such Placing Agreement, Cenkos as agent for and on behalf of the
Company, has conditionally agreed to use its reasonable endeavours to procure
Placees for the Placing Shares and Warrants at the Issue Price. The Placing
is not being underwritten by Cenkos or any other person.
The Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as fully paid and will rank pari passu
in all respects with the existing issued Ordinary Shares in the capital of the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the date of
issue of the Placing Shares. The Warrants will be subject to the terms of
the deed poll constituting the Warrants.
The Placing Agreement contains certain undertakings, warranties and
indemnities given by the Company for the benefit of, amongst others, Cenkos.
Cenkos has absolute discretion as to whether or not to bring an action against
the Company for breach of these undertakings, warranties and indemnities.
Cenkos has the right to terminate the Placing Agreement in certain
circumstances, details of some of which are set out below.
Application for Admission
Application will be made to the London Stock Exchange for Admission.
It is expected that Admission will take place at 8.00 a.m. on 8 December 2021
and that dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
Cenkos is acting as Bookrunner broker to the Placing, as agent for and on
behalf of the Company. Cenkos is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to the customers of Cenkos or for providing advice in relation to the
matters described in this Announcement.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by Cenkos to participate. Cenkos and any of
its affiliates are entitled to participate in the Placing as principal.
Cenkos is proceeding with the Bookbuild for the purpose of assessing demand
from institutional and other investors for subscribing for Placing Shares and
Warrants at the Issue Price and the Company then issuing the new Ordinary
Shares and Warrants under the Placing to raise minimum approximately £21.12
million for the Company before expenses. The exact number of Placing Shares
and Warrants to be allocated and issued to each Placee shall be determined by
the Bookrunner and the Company following completion of the Bookbuild. The
Bookrunner will commence the Bookbuild today and it is expected to close no
later than 4:30 p.m. today but may be closed earlier or later at Cenkos'
discretion. Completion of the Bookbuild is at the discretion of the Company
and there is no guarantee that the Bookbuild will be completed. Cenkos may, in
agreement with the Company, accept bids that are received after the Bookbuild
has closed. The number of Placing Shares and Warrants will be announced on a
Regulatory Information Service following completion of the Bookbuild.
Each Placee's allocation of Placing Shares and Warrants will be communicated
orally by Cenkos to the relevant Placee. That oral confirmation will give
rise to an irrevocable, legally binding commitment by such Placee, in favour
of Cenkos and the Company, under which it agrees to acquire the number of
Placing Shares and Warrants allocated to it at the Issue Price and otherwise
on the terms and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with Cenkos'
consent, such commitment will not be capable of variation, revocation,
termination or rescission at either the time of such oral confirmation or any
time thereafter.
Each Placee's allocation and commitment will be evidenced by a Form of
Confirmation issued to such Placee by Cenkos. The Form of Confirmation will
set out the number of Placing Shares and Warrants allocated, the Issue Price
and the aggregate amount owed by such Placee to Cenkos. The terms of this
Appendix will be deemed incorporated in that contract note.
An offer to acquire Placing Shares and Warrants which has been communicated by
a prospective Placee to Cenkos which has not been withdrawn or revoked prior
to publication of this Announcement shall not be capable of withdrawal or
revocation immediately following the publication of this Announcement without
the consent of Cenkos.
The Issue Price shall be payable to Cenkos by all Placees in respect of their
respective allocation of Placing Shares and Warrants.
Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Cenkos (as agent for the Company), to pay to it (or as it
may direct) in cleared funds an amount equal to the product of the Issue Price
and the number of Placing Shares such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares and Warrants to be
acquired pursuant to the Placing will be required to be made on the basis
explained below under "Registration and Settlement".
All obligations of Cenkos under the Placing will be subject to fulfilment of
the conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Termination
of the Placing".
By participating in the Placing, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and/or set out in the Placing Agreement will not be capable of
rescission or termination by the Placee.
To the fullest extent permissible by law and applicable FCA rules, none of (a)
Cenkos, (b) any of Cenkos' affiliates, agents, directors, officers, employees
or consultants, (c) to the extent not contained within (a) or (b), any person
connected with Cenkos as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Cenkos) or (d) any person
acting on Cenkos' behalf shall have any liability (including to the extent
permissible by law, any fiduciary duties) to any Placee or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither
Cenkos nor any of its respective affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties) in respect
of their conduct of the Placing or of such alternative method of effecting the
Placing as Cenkos and the Company may agree.
Registration and Settlement
Each Placee which has been allocated new Ordinary Shares in the Placing will
be sent a Letter of Confirmation by Cenkos stating, inter alia, the number of
Placing Shares and Warrants allocated to it, the Issue Price and the aggregate
amount owed by them to Cenkos.
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 Cenkos in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cenkos.
Settlement of transactions in the Placing Shares (ISIN: IM00B6QH1J21) will
take place within the CREST system, subject to certain exceptions.
Settlement through CREST with respect to the Placing Shares is expected to
occur at 8.00 a.m. on 8 December 2021.
Settlement of the Warrants (ISIN: IM00BP68CG25) subscribed in the Placing
along with the Placing Shares will take place within the CREST system, subject
to certain exceptions. Settlement through CREST with respect to the Warrants
is expected to occur at 8.00 a.m. on8 December 2021 by delivery of the
Warrants directly from Link Market Services Limited acting as the Company's
receiving agent ("Receiving Agent").
In accordance with the Form of Confirmation, settlement of the Placing Shares
will be on a delivery versus payment basis, settlement of the Warrants will be
delivered free of payment by the Receiving Agent.
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 Cenkos may agree that the Placing Shares and the Warrants should be issued
in certificated form.
Cenkos reserves the right to require settlement for the Placing Shares and the
Warrants, and to deliver the Placing Shares and Warrant to Placees, by such
other means as it deems necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
prevailing LIBOR as determined by Cenkos.
Each Placee is deemed to agree that if it does not comply with these
obligations, Cenkos may sell any or all of their Placing Shares and Warrants
on their behalf and retain from the proceeds, for Cenkos' account and benefit,
an amount equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of their Placing Shares and Warrants on their behalf.
If Placing Shares and Warrants are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the Form of
Confirmation is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares and Warrants 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 and Warrants should, subject as provided below, be so
registered free from any liability to United Kingdom stamp duty or stamp duty
reserve tax.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Cenkos under the Placing Agreement are, and the Placing is,
conditional upon, inter alia:
1. none of the warranties or undertakings provided in the Placing Agreement
by the Company being or having become untrue, inaccurate or misleading at any
time before Admission and no fact or circumstance having arisen which would
constitute a breach of any such warranties;
2. the performance by the Company of certain obligations under the Placing
Agreement to the extent that they fall to be performed prior to Admission; and
3. Admission occurring not later than 8.00 a.m. on 8 December 2021 or such
later time as Cenkos may agree in writing with the Company (but in any event
not later than 8.00 a.m. on 31 January 2022),
(all conditions to the obligations of Cenkos included in the Placing Agreement
being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company and
Cenkos may agree), or the Placing Agreement is terminated in accordance with
the circumstances described under "Termination of the Placing" below, the
Placing will lapse and the Placee's rights and obligations shall cease and
terminate at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the risk of the
relevant Placee and each Placee agrees that no claim can be made by or on
behalf of the Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
Certain Conditions may be waived in whole or in part by Cenkos acting in its
absolute discretion and Cenkos may also agree in writing with the Company to
extend the time for satisfaction of any condition. Any such extension or
waiver will not affect Placees' commitments as set out in this Appendix.
Cenkos shall not be obliged to issue Placees with any details of any such
waiver.
Cenkos may terminate the Placing Agreement in certain circumstances, details
of which are set out below.
None of Cenkos, the Company nor any of their respective affiliates, agents,
consultants, directors, employees or officers 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 any of them 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 any of them 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 Cenkos.
Termination of the Placing
Cenkos may terminate its obligation under the Placing Agreement, in accordance
with its terms, at any time prior to Admission if, inter alia:
1. it comes to the notice of Cenkos that any statement contained in this
Announcement, or any other document or announcement issued or published by or
on behalf of the Company in connection with the Placing, is or has become
untrue, incorrect or misleading in any respect which it reasonably considers
is material in the context of the Placing;
2. it comes to the knowledge of Cenkos that there has been a breach of any
of the warranties in the Placing Agreement;
3. there has occurred any material adverse change in the financial position
or prospects of the Company and in Cenkos' reasonable opinion that would
materially prevent the success of the Placing; or
4. there has occurred any change in national or international financial,
market, industrial, monetary, economic or political conditions (including a
material deterioration in, or a material escalation in response to, the
COVID-19 pandemic) or there shall have occurred any event which, in the
reasonable opinion of Cenkos, makes it impracticable or inadvisable to proceed
with the Placing.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time, all monies
received from a Placee pursuant to the Placing shall be returned to such
Placee without interest, at the risk of the relevant Placee and each Placee
agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees with the Company and
Cenkos that the exercise by the Company, or Cenkos, of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or Cenkos and that
neither the Company nor Cenkos need make any reference to such Placee and that
none of Cenkos, the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to such Placee (or
to any other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise (including any decision not to
terminate the Placing Agreement).
No prospectus
No prospectus has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares or Warrants and no such
prospectus is required on the basis that all offers of Placing Shares and
Warrants will be made pursuant to an exemption under the Prospectus Regulation
from the requirement to produce a prospectus.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and subject to any further terms set forth in
the contract note to be sent to individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person acting on such
Placee's behalf acknowledges, agrees, represents, undertakes, and warrants
with Cenkos (for itself and as agent on behalf of the Company) that (save
where Cenkos expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and it
agrees and acknowledges that the issue and acquisition of the Placing Shares
and Warrants is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements,
undertakings and other information contained or referred to in this Appendix;
2. it is a Qualified Investor within the United Kingdom as defined in Article
2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it
is a Qualified Investor as defined in Article 2(e) of the EU Prospectus
Regulation;
3. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Regulation 5(1) of the UK Prospectus
Regulation:
i. the Placing Shares and Warrants acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the prior consent
of Cenkos has been given to the offer or resale; or
ii. where Placing Shares and Warrants have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified Investors, the
offer of those Placing Shares and Warrants to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
4. it will not distribute, forward, transfer, mail or otherwise transmit by
any means or media, directly or indirectly, in whole or in part, this
Announcement or any other materials concerning the Placing (including any
electronic copies thereof), in or into the United States or to any US Person
(as such term is defined in Regulation S under the US Securities Act of 1933)
and it has not distributed, forwarded, transferred or otherwise transmitted
any such materials to any person;
5. it is not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares and Warrants are acquired will not be, a resident
of, or with an address in, or subject to the laws of, Australia, Canada,
Japan, the United States of America or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares and Warrants have not been and
will not be registered or otherwise qualified under the securities legislation
of Australia, Canada, Japan, the United States of America or the Republic of
South Africa and may not be offered, sold or acquired, directly or indirectly,
within those jurisdictions;
6. it acknowledges that no action has been or will be taken by any of the
Company, Cenkos or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares or Warrants in the
United States or in any country or jurisdiction where any such action for that
purpose is required. In addition, neither the Placing Shares nor the
Warrants have not been registered or otherwise qualified, and will not be
registered or otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares or Warrants under
the securities laws of the United States (or any state or other jurisdiction
of the United States) Australia, Canada, Japan or the Republic of South Africa
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, Japan or the Republic of South Africa or in
any country or jurisdiction where any such action for that purpose is
required;
8. it and the beneficial owner of the Placing Shares and Warrants is
currently, and will remain so until at least such time as the Placing Shares
and Warrants are acquired, not a US Person (as such term is defined in
Regulation S), and is currently outside the United States and acquiring and
Warrants the Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act;
9. it and/or each person on whose behalf it is participating (i) is entitled
to acquire Placing Shares and Warrants pursuant to the Placing under the laws
and regulations of all relevant jurisdictions; (ii) has fully observed such
laws and regulations; and (iii) has the capacity and has obtained all
requisite authorities and consents (including, without limitation, in the case
of a person acting on behalf of a Placee, all requisite authorities and
consents to agree to the terms set out or referred to in this Appendix) under
those laws or otherwise and has complied with all necessary formalities to
enable it to enter into the transactions and make the acknowledgements,
agreements, indemnities, representations, undertakings and warranties
contemplated hereby and to perform and honour its obligations in relation
thereto on its own behalf (and in the case of a person acting on behalf of a
Placee on behalf of that Placee); (iv) does so agree to the terms set out in
this Appendix and does so make the acknowledgements, agreements, indemnities,
representations, undertakings and warranties contained in this Announcement on
its own behalf (and in the case of a person acting on behalf of a Placee on
behalf of that Placee); and (v) is and will remain liable to the Company and
Cenkos for the performance of all its obligations as a Placee of the Placing
(whether or not it is acting on behalf of another person);
10. it is acquiring the Placing Shares and Warrants for its own account or
if it is acquiring the Placing Shares and Warrants on behalf of another person
it confirms that it exercises sole investment discretion in relation to such
other person's affairs and, in particular, if it is a pension fund or
investment company it is aware of and acknowledges it is required to comply
with all applicable laws and regulations with respect to its acquisition of
Placing Shares and Warrants;
1`. it understands (or if acting on behalf of another person, such person
has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix;
12. it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or other
offering document: (i) is required under the Prospectus Regulation; and (ii)
has been or will be prepared in connection with the Placing;
13. the Ordinary Shares are admitted to trading on AIM, and that the Company
is therefore required to publish certain business and financial information in
accordance with the AIM Rules, which includes a description of the nature of
the Company's business and the Company's most recent balance sheet and profit
and loss account (the "Exchange Information"), and that it is able to obtain
or access the Exchange Information without undue difficulty, and is able to
obtain access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
14. it has made its own assessment of the Company, the Placing Shares and
Warrants and the terms of the Placing and has relied on its own investigation
of the business, financial or other position of the Company in accepting a
participation in the Placing. It has not relied on (i) any investigation
that Cenkos or any person acting on Cenkos's behalf may have conducted with
respect to the Company, the Placing or the Placing Shares and Warrants; or
(ii) any other information given or any other representations, statements or
warranties made at any time by any person in connection with Admission, the
Company, the Placing, the Placing Shares, the Warrants or otherwise;
15. none of Cenkos, the Company nor any of their respective affiliates,
agents, consultants, directors, employees, officers or any person acting on
behalf of any of them has provided, nor will provide, it with any material
regarding the Placing Shares and the Warrants or the Company or any other
person in addition to the information in this Announcement; nor has it
requested Cenkos, the Company, any of their respective affiliates, agents,
consultants, employees, directors or officers or any person acting on behalf
of any of them to provide it with any such information;
16. the content of this Announcement has been prepared by and is exclusively
the responsibility of the Company. Neither Cenkos nor any persons acting on
behalf of either of them are responsible for or has or shall have any
liability for any information, representation, warranty or statement, written
or oral relating to the Company and either contained in this Announcement or
previously or concurrently published by or on behalf of the Company. Cenkos
will not be liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement contained in
this Announcement, the Exchange Information or otherwise. None of Cenkos,
the Company, nor any of their respective affiliates, agents, consultants,
directors, employees or officers has made any representation or warranty to
the Placee, express or implied, with respect to the Company, the Placing or
the Placing Shares or the Warrant or the accuracy, completeness or adequacy of
the information in this Announcement or the Exchange Information. Nothing in
this Appendix shall exclude any liability of any person for fraudulent
misrepresentation;
17. the only information on which it is entitled to rely and on which it has
relied in committing to subscribe for the Placing Shares is contained or
referred to in this Announcement. It has satisfied itself that such
information is still current and is all that it deems necessary to make an
investment decision in respect of the Placing Shares;
18. it has the funds available to pay for the Placing Shares and the
Warrants which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to Cenkos for the Placing Shares and
Warrants allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement or the
relevant contract note, failing which the relevant Placing Shares and Warrants
may be placed with others on such terms as Cenkos may, in their absolute
discretion determine without liability to the Placee and it will remain liable
for any shortfall below the net proceeds of such sale and the placing proceeds
of such Placing Shares and Warrants and may be required to bear any stamp duty
or stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares and Warrants on its
behalf;
19. it, or the person specified by it for registration as a holder of the
Placing Shares and Warrants will be responsible for any liability to stamp
duty or stamp duty reserve tax payable on the acquisition of any of the
Placing Shares or Warrants or the agreement to subscribe for the Placing
Shares and Warrants and shall indemnify the Company and Cenkos in respect of
the same on the basis that the Placing Shares will be allotted to a CREST
stock account of Cenkos who will hold them as nominee on behalf of such Placee
(or the person specified by it for registration as holder of the Placing
Shares) until settlement with it in accordance with its standing settlement
instructions. Warrants will be delivered directly to the CREST stock account
of the Placee (or of the person specified by it for registration as holder of
the Warrants) by the Receiving Agent;
20. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares and Warrants
will not give rise to a stamp duty or stamp duty reserve tax liability under
(or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depository receipts and clearance services) and that no
instrument under which it subscribes for Placing Shares and Warrants (whether
as principal, agent or nominee) would be subject to stamp duty or stamp duty
reserve tax at the increased rates referred to in those sections and that it,
or the person specified by it for registration as holder of the Placing Shares
and Warrants, is not participating in the Placing as nominee or agent for any
person or persons to whom the allocation, allotment, issue or delivery of
Placing Shares and Warrants would give rise to such a liability;
21. it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to Placing Shares and Warrants in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person
and it acknowledges and agrees that Cenkos has not approved this Announcement
in its capacity as an authorised person under section 21 of FSMA and it may
not therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
22. it has complied and it will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares and
Warrants (including all relevant provisions of the FSMA in respect of anything
done in, from or otherwise involving the United Kingdom);
23. none of Cenkos, the Company, any of their respective affiliates, agents,
consultants, directors, employees or officers or any person acting on behalf
of any of them are making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing nor providing advice in relation to the Placing nor in respect of any
acknowledgements, agreements, indemnities, representations, undertakings or
warranties contained in the Placing Agreement nor the exercise or performance
of Cenkos' rights and obligations thereunder, including any rights to waive or
vary any conditions or exercise any termination right. Its participation in
the Placing is on the basis that it is not and will not be a client of Cenkos
and Cenkos has no duties or responsibilities to it for providing the
protections afforded to its clients or customers under the rules of the FCA,
and any payment by it will not be treated as client money governed by the
rules of the FCA;
24. Cenkos and each of its respective affiliates, each acting as an investor
for its or their own account(s), may, in accordance with applicable legal and
regulatory provisions, bid or subscribe for and/or purchase Placing Shares and
Warrants and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares and
Warrants, any other securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references in this
Announcement to the Placing Shares and Warrants being offered, subscribed,
acquired or otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, Cenkos and/or any of its respective
affiliates, acting as an investor for its or their own account(s). Neither
Cenkos nor the Company intends to disclose the extent of any such investment
or transaction otherwise than in accordance with any legal or regulatory
obligation to do so;
25. it will not make any offer to the public of the Placing Shares and
Warrants and it has not offered or sold and will not offer or sell any Placing
Shares or Warrants to persons in the United Kingdom or elsewhere in the EEA
prior to the expiry of a period of six months from Admission except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom for the purposes of
section 85(1) of FSMA or an offer to the public in any other member state of
the EEA within the meaning of the UK Prospectus Regulation, or an offer to the
public in any Relevant State within the meaning of the EU Prospectus
Regulation;
26. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act
2001 and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (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;
27. it is aware of the obligations regarding insider dealing in the Criminal
Justice Act 1993, market abuse under the UK MAR and the Proceeds of Crime Act
2002 and confirms that it has and will continue to comply with those
obligations;
28. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting this
invitation to participate in the Placing;
29. if it has received any 'inside information' (for the purposes of the UK
MAR and section 56 of the Criminal Justice Act 1993) in relation to the
Company and its securities, it confirms that it has received such information
within the market soundings regime provided for in article 11 of the UK MAR
and associated delegated regulations and it has not: (i) dealt (or attempted
to deal) in the securities of the Company; (ii) encouraged, recommended or
induced another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
30. in order to ensure compliance with the Money Laundering Regulations
2017, Cenkos, for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Cenkos or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares and Warrants may be retained at Cenkos' absolute
discretion or, where appropriate, delivery of the Placing Shares and Warrants
to it in uncertificated form may be delayed at Cenkos' or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity Cenkos, for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, Cenkos and/or the Company may, at their
absolute discretion, terminate their commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
31. it acknowledges that its commitment to acquire Placing Shares and
Warrants on the terms set out in this Announcement and in the contract note
will continue notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or Cenkos's conduct of the Placing;
32. it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares and Warrants. It further acknowledges
that it is experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic risk of,
and is able to sustain, a complete loss in connection with the Placing. It
has relied upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved;
33. it irrevocably appoints any duly authorised officer of Cenkos as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares and Warrants for which it agrees to
subscribe or purchase upon the terms of this Announcement;
34. the Company, Cenkos and others (including each of their respective
affiliates, agents, directors, officers or employees) will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements
and agreements, which are given to Cenkos on its own behalf and on behalf of
the Company and are irrevocable, and agree that if any of the representations
and agreements deemed to have been made by it by its subscription for, or
purchase of, Placing Shares and Warrants, are no longer accurate, it shall
promptly notify the Company and Cenkos;
35. time is of the essence as regards its obligations under this Appendix;
36. any document that is to be sent to it in connection with the Placing
will be sent at its risk and may be sent to it at any address provided by it
to Cenkos;
37. the terms and conditions in this Appendix and all documents into which
this Appendix is incorporated by reference or otherwise validly forms a part
and/or any agreements entered into pursuant to these terms and conditions and
all agreements to acquire Placing Shares pursuant to the Placing will be
governed by and construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any claim, dispute
or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares and Warrants (together with any interest chargeable thereon) may be
taken by the Company or Cenkos in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange; and
38. its obligations are irrevocable and legally binding and shall not be
capable of recission or termination by it in any circumstances, save only to
the extent permitted by law.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Cenkos and each of
its respective affiliates, agents, consultants, directors, employees and
officers 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 any of the acknowledgements, agreements, representations,
undertakings and warranties given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Cenkos, the Company or any of
their respective affiliates, agents, consultants, directors, employees or
officers arising from the performance of the Placee's obligations as set out
in this Announcement, and further agrees that the provisions of this Appendix
shall survive completion of the Placing.
The agreement to allot and issue Placing Shares and Warrants to Placees (or
the persons for whom Placees are contracting as agent) free of stamp duty and
stamp duty reserve tax in the United Kingdom relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents,
directly by the Company. Such agreement assumes that the Placing Shares and
Warrants are not being acquired in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares or Warrants into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealings in the Placing Shares and Warrants, stamp duty
or stamp duty reserve tax may be payable. In that event, the Placee agrees
that it shall be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor Cenkos shall be responsible for such stamp duty or
stamp duty reserve tax. If this is the case, each Placee should seek its own
advice and they should notify Cenkos accordingly. In addition, Placees
should note that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares and Warrants or the agreement by
them to acquire any Placing Shares and Warrants and each Placee, or the
Placee's nominee, in respect 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 and Warrants has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Cenkos in the event that
either the Company and/or Cenkos have incurred any such liability to such
taxes or duties.
The acknowledgements, representations, undertakings and warranties contained
in this Appendix are given to Cenkos for itself and as agent on behalf of the
Company and are irrevocable and will survive completion of the Placing.
If a Placee is acting in its capacity as agent, as a discretionary investment
manager on behalf of its underlying clients (who may include individuals
and/or retail clients as defined within MiFID II and/ or the FCA rules), then
the discretionary investment manager shall be regarded as the Placee for the
purpose of this Announcement and not the underlying client. For the avoidance
of doubt, the representations and warranties are given by the Placee itself,
and not the underlying client(s).
Each Placee and any person acting on behalf of the Placee acknowledges that
Cenkos do not owe any fiduciary or other duties to any Placee in respect of
any acknowledgements, agreements, indemnities, representations, undertakings
or warranties in the Placing Agreement.
Any money held in an account with Cenkos on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules.
References to time in this Announcement are to London time, unless otherwise
stated. All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
The price of Placing Shares and Warrants and any income expected from them may
go down as well as up and investors may not get back the full amount invested
upon disposal of the Placing Shares and Warrants. Past performance is no
guide to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange. The Warrants will not be admitted to trading on any stock
exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEFFLFBFLLLFBZRecent news on Agronomics
See all newsRCS - Agronomics Limited - Liberation Labs Announce Manufacturing Partnership
AnnouncementRCS - Agronomics Limited - Meatable and TruMeat Forge Alliance
AnnouncementRCS - Agronomics Limited - BlueNalu Expands Partnership with Nomad Foods
AnnouncementRCS - Agronomics Limited - Liberation Labs secures strategic partnership
AnnouncementREG - Agronomics Limited - Exercise of Shellbay options
Announcement