REG - Angle PLC - Proposed Placing, Subscription and Open Offer
05/06/2024 07:00
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RNS Number : 1902R Angle PLC 05 June 2024
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
5 June 2024
ANGLE plc (the "Company")
Proposed Placing, Subscription and Open Offer
Company to continue scaling the business on the back of key commercial
momentum
ANGLE plc (AIM:AGL), a world-leading liquid biopsy company, announces its
intention to raise gross proceeds of approximately £8.5 million by means of a
placing (the "Placing") of new Ordinary Shares (the "Placing Shares") and a
direct subscription (the "Subscription") of new Ordinary Shares (the
"Subscription Shares"), both at a price of 15 pence per share (the "Issue
Price"). In addition to the Placing and Subscription, the Company proposes to
raise up to a further £2.06 million (before expenses) by way of an Open Offer
(together with the Placing and Subscription, the "Fundraising") at the Issue
Price.
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuilding Process") which will be launched immediately following this
announcement. The Fundraising is subject to the terms and conditions set out
in Appendix 4 to this announcement (which forms part of this announcement,
such announcement and its Appendices together being this "Announcement").
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is acting as
Sole Global Co-ordinator and Joint Bookrunner , and Beech Hill Securities,
Inc. ("Beech Hill") is acting as Joint Bookrunner (Berenberg and Beech Hill
together, the "Joint Bookrunners") in connection with the Fundraising.
KEY HIGHLIGHTS
· Proposed Placing of approximately £4.75 million (before
expenses) with institutional investors, proposed Subscription of £3.75
million by certain individual shareholders, and proposed Open Offer of up to
£2.06 million (before expenses) to existing Qualifying Shareholders, in each
case at the Issue Price
· The gross proceeds from the Placing and Subscription will be used
to support the Company's commercialisation plan and for general working
capital requirements. The proceeds are expected to be deployed as follows:
o £2.8 million for staff and next generation sequencing resources to
develop molecular assay content providing data and new downstream applications
for the Parsortix system;
o £2.2 million for commercial business development through salesforce and
distributor expansion, further distributor onboarding, product launches,
conferences and marketing;
o £1.5 million towards developing the clinical laboratory capability and
capacity including molecular capital expenditure and protocol validation,
staffing and expansion of service offering
o £2m shall be used by the Company to strengthen the balance sheet, enhance
the working capital position and cover the expenses associated with the
Fundraise; and
o Proceeds raised via the Open Offer will be committed to strengthening the
balance sheet
· The Company is seeking to build upon the recent commercial
momentum seen year-to-date following the success in establishing agreements
with Eisai, a global Japanese pharma company, for a pilot study using ANGLE's
HER2 assay, an agreement with AstraZeneca to develop methodology for CTC
micronuclei detection using ANGLE's DNA Damage Response assay, and a further
agreement with AstraZeneca for development of an androgen receptor ("AR")
detection assay in prostate cancer studies, all of which offer large scale
follow-on revenue opportunities
· Completion of the fundraising alongside delivery of market
expectations is anticipated by the Company to secure cashflow breakeven on a
monthly basis by the end of 2025
· The Issue Price represents a discount of approximately 16.7 per
cent. to the closing mid-market price of 18 pence per Ordinary Share on 4 June
2024, being the last business day prior to the date of this Announcement
· The New Ordinary Shares will represent up to 21.3 per cent of the
Enlarged Share Capital (assuming the maximum number of Placing Shares,
Subscription Shares and Open Offer Shares are issued and no other Ordinary
Shares are issued before Second Admission)
· As per the separate announcement, the Company has today published
its preliminary results for the year ended 31 December 2023 which show the
following financial and operational highlights:
o Revenues for the full year more than doubled to £2.2 million (2022: £1.0
million)
o Loss for the year of £20.1 million, or 7.73 pence per share (2022: loss
£21.7 million or 8.79 pence per share)
o Cash and cash equivalents at 31 December 2023 of £16.2 million (2022:
£31.9 million) with R&D Tax Credits due at 31 December 2023 of £1.5
million (2022: £2.9 million)
o Contracts announced with new and repeat customers including, post period
end, global pharmaceutical companies Eisai and AstraZeneca
o Increased the installed base of Parsortix instruments, developed a
strategic partnership with BioView, and launched the Portrait+ CTC Staining
Kit
o Expansion of global distribution network and associated infrastructure
across Europe, Africa, the Middle East and Asia Pacific
o Revenue for H1 2024 is expected to be between £1.0 million and £1.3
million with a total of c.40% of FY24 market expectations for revenue(1)
already contracted year to date. The Company has a strong current pipeline of
opportunities that has more than doubled year to date, with significant
potential growth opportunities across a variety of end customers, including
large pharma. As such, the management remains confident in delivering strong
growth in 2024 in line with current market expectations
· A circular containing further details of the Open Offer and an
Application Form will be despatched to Shareholders in due course following
announcement of the results of the Placing and will thereafter be available on
the Company's website at https://angleplc.com/ (https://angleplc.com/)
(subject to certain access restrictions).
(1)Current consensus revenue is £6.45m for FY24. (Source: Bloomberg)
For further information:
ANGLE plc +44 (0) 1483 343434
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
Berenberg (NOMAD, Sole Global Co-ordinator, Joint Bookrunner & Corporate
Broker)
+44 (0) 20 3207 7800
Toby Flaux, Ciaran Walsh, Milo Bonser, Brooke Harris-Lowing
Beech Hill (Joint Bookrunner)
George Billington, Thomas Lawrence +1 212 350 7200
FTI Consulting (Financial PR)
Simon Conway, Ciara Martin +44 (0) 203 727 1000
Matthew Ventimiglia (US) +1 (212) 850 5624
The following is an extract from the Chairman's letter to be set out in
substantially the same form in the Circular.
Introduction
The Company is pleased to announce a Placing and Subscription to raise
proceeds of approximately £8.5 million (before expenses), and an associated
Open Offer to raise gross proceeds of up to approximately £2.06 million
(before expenses), in each case at the Issue Price.
The existing allotment authorities available to the Board which were obtained
at the annual general meeting of the Company held on 28 June 2023, enable the
directors to issue up to 26,058,060 Ordinary Shares on a non-pre-emptive
basis. The issue of the Subscription Shares will utilise the Company's
existing allotment authorities obtained at the 2023 AGM. The Placing will be
effected by way of a cashbox placing of new Ordinary Shares for non-cash
consideration, further details of which are set out below. The cashbox placing
structure is being used to provide the Company with the ability to raise
further capital in a timely manner as a cashbox placing can be executed faster
and with lower associated costs than alternative structures. The cashbox
structure also provides greater certainty of successfully meeting fundraising
targets as, although the Company has consulted with major Shareholders ahead
of the launch of the Fundraising, it will not need to seek the approval of
Shareholders for the allotment of further new Ordinary Shares at a general
meeting. The Company is committed to its Existing Shareholders and to give
them the opportunity to participate in the further issue of new Ordinary
Shares, Existing Shareholders (to the extent that they are Qualifying
Shareholders) are being given the opportunity to participate in the Open
Offer.
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. In accordance with the conditions of
the Fundraising, subject to the terms of the Placing and Open Offer Agreement,
it is expected that admission to trading on AIM and dealings in the Placing
Shares and Subscription Shares will commence on or around 11 June 2024 and
that admission to trading on AIM and dealings in the Open Offer Shares will
commence on or around 24 June 2024.
The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares.
Background to, and reasons for, the Fundraising
The Fundraising will enable the Company to capitalise on the momentum gained
from successes in the past two years, starting with US Food and Drug
Administration ("FDA") product clearance for its Parsortix system in 2022
which accelerated commercialisation of the Parsortix product and the Company's
ability to build product and service revenue lines. The success of this
trajectory is illustrated by the three agreements with global pharma companies
since the start of 2024.
Following the Company obtaining a world first FDA product clearance for its
Parsortix system in 2022, the Company moved rapidly to complete a capital
raise of £20 million which, as stated at the time, was intended to support
the Company's commercialisation.
Despite the challenging market conditions for the Company's customer base, the
Company has developed its commercial pipeline with encouraging results from
multiple studies, a growing pharma services business with multiple new
customers and recent new contract wins with large pharma customers.
The completion of the Fundraising will enable the Company to progress through
the next stage of commercialisation and it is anticipated that alongside
delivery of market expectations, that the Company can secure cashflow
breakeven on a monthly basis by the end of 2025.
For ANGLE to secure widespread adoption of the Parsortix system by building
the product and services business, as well as develop clinical programmes, the
Company needs to increase its headcount, allocate capex to build out
laboratory capabilities for molecular applications, obtain accreditations and
strengthen its balance sheet.
With visibility over funds to take the Company through the next stage of
commercialisation, the Company can accelerate its near-term milestones such as
securing further contracts currently under discussion with large pharma
customers, roll out further new assays, build its global distribution network,
and further develop other product revenues such as the Portrait+ CTC Staining
kit, Illumina DNA molecular protocols and HER2 assay services. Considering
that the Company has a global sales capability, it is also necessary to
continue to expand global commercial operations, which requires investment in
sales, logistics, product management, service and maintenance, further
deployment of the direct sales team, and working alongside distribution
partners, all of which will be facilitated with the extra funds raised at this
juncture.
Key highlights
ANGLE's vision is to secure widespread adoption of the Parsortix system by
providing circulating tumour cells ("CTCs") as the "best sample" for analysis
coupled with molecular and imaging assays to provide high-throughput, low
cost, highly sensitive, downstream analysis. To drive commercialisation, ANGLE
has established both a product business and a services business.
1. Product business area: ANGLE's Parsortix system including
instruments and one-time use cassettes, that are sold to third-party
laboratories for their use in translational research and clinical use. In
December 2023, ANGLE's quality management system was re-certified as meeting
ISO/EN/BSI 13485:2016. To enable customers to carry out downstream analysis of
the Parsortix harvest, ANGLE now offers the Portrait+ CTC Staining Kit and
CellKeep(TM) Slide for enhanced cell recovery and imaging. ANGLE will continue
to develop further assay kits and protocols for third-party molecular
platforms.
2. Services business area: ANGLE has established a Good Clinical
Laboratory Practice ("GCLP")-compliant laboratory in the UK, with the
capability, capacity and required quality systems to provide biopharma
customers with assay services to support drug discovery and development. In
the longer term, ANGLE's clinical laboratory will process patient samples and
offer validated assays to support clinical decision making.
Both business areas are supported by a growing body of internal and published
evidence and content from cancer centres showing the utility of the system
through peer-reviewed publications, scientific data, and clinical research
evidence, highlighting a range of potential applications.
Parsortix products and services
In 2023, ANGLE launched multiple downstream assays available to customers as a
service from its GCLP-compliant laboratory.
· The Portrait Flex assay is designed to allow the detection of
CTCs regardless of epithelial mesenchymal transition ("EMT") status, with the
opportunity to include an additional protein biomarker tailored to individual
customer needs. The clinical utility of CTC biomarkers is a rapidly growing
field facilitating the identification of druggable targets to guide treatment
selection throughout the patient care pathway, as well as providing prognostic
information, predicting treatment response, resistance, and patient relapse.
Combining the use of the Parsortix system and the Portrait Flex assay allows
for testing that is specific to customer needs and can enhance their clinical
study evaluations. ANGLE is offering a flexible, full-service solution to help
unlock personalised medicine for patients.
· The Portrait DNA Damage Response ("DDR") assays were developed
to identify two DNA damage markers, phosphorylated histone variant H2AX
("γH2AX") and phosphorylated KRAB-associated protein 1 ("pKAP1") on CTCs
enriched using the Parsortix system. The increasing investigation of DDR/poly
ADP ribose polymerase ("PARP") inhibitors, alone and in combination with
chemotherapy or immunotherapy, broadens the utility of γH2AX and pKAP1 assays
as indicators of DNA damage and clinical effectiveness. The assays, for use in
the research setting, make longitudinal, repeatable monitoring of treatment
response possible.
· The Portrait PD-L1 assay is designed to allow the detection of
CTCs and determine their PD-L1 status, which has the potential to not only
facilitate efficient, timely and cost-effective drug discovery, but may also
enable the more accurate identification of suitable candidates for
immunotherapy studies and provide longitudinal monitoring of patient response
to therapy.
In addition, in December 2023 the Portrait+ CTC Staining Kit was launched as
ANGLE's first sample-to-answer product. The launch follows extensive
development, optimisation and validation to provide advanced
immunofluorescence ("IF") staining of CTCs harvested from a patient blood
sample by the Parsortix system in multiple cancer types including breast,
lung, prostate and ovarian cancers. The performance of current CTC protocols
being used by academic and research institutions varies considerably. ANGLE
has developed its test for reliable repeatable results with a fully validated,
standardised protocol to make it easy for customers to adopt in their
laboratories.
Capitalising on newly established global distribution network
With a view to driving longer-term product revenues, during the year ANGLE has
continued to expand its commercial operations team, including product
management, logistics and service and maintenance, as it seeks to capitalise
on the FDA clearance and UK and European product registrations received in May
2022. ANGLE has successfully established an international network of oncology
focused distribution partners, covering major territories in Europe, Africa,
the Middle East and Asia-Pacific, with additional geographies in discussion.
Training programmes for distributor representatives were initiated, new
marketing materials developed, and service and support infrastructure
strengthened. These partners will open distribution channels for Parsortix
instruments and consumables globally. In addition to sales these partners
provide market access and service and maintenance support in their
jurisdictions.
Expansion of pharma services
The pharma services business utilising the Parsortix system offers the
potential for substantial revenues in the large cancer drug trials market
where ANGLE is strongly differentiated. The pipeline of opportunities has
continued to progress, and ANGLE secured Crescendo Biologics as a new
customer. Crescendo Biologics is a UK-based, clinical stage immune-oncology
company and will use ANGLE's Portrait Flex assay in an ongoing Phase I
clinical trial investigating the safety and efficacy of their drug for the
treatment of patients with prostate-specific membrane antigen ("PSMA")
positive prostate cancer.
ANGLE has also secured follow-on contracts with several existing customers
including Artios Pharma, its first bespoke assay development customer. In May
2023, Artios Pharma signed a new contract with ANGLE to utilise the two DDR
assays, developed and validated by ANGLE, in a Phase I clinical trial expected
to commence shortly and complete towards the end of 2024. The assays identify
two target proteins on CTCs that are implicated in DNA damage response, γH2AX
and pKAP1. This is an area of focus for drug companies developing PARP or DDR
inhibitors for a range of solid tumours and the assays have been added to the
"menu" of pre-developed tests and are being offered to other prospective
customers.
While the Pharma Services business continued to gain commercial traction, the
negative funding environment and slowdown in biopharma spending regrettably
led to multiple biopharma expected sales falling away as these companies found
themselves unable to pursue their expansion plans, for which they had intended
to contract ANGLE's Parsortix-based pharma services, until their own funding
environment stabilises. ANGLE has responded proactively to this market
pressure by increasing its focus on large pharma customers (where there are no
such funding issues). This proactive strategy is delivering and has so far
led to three contracts with large pharma with major long-term potential with
multiple others in discussion.
In January 2024, ANGLE announced an agreement with the global Japanese
pharmaceutical company Eisai. Under the terms of the agreement worth an
initial US $250,000, ANGLE will provide CTC analysis with its Portrait HER2
assay in a Phase II breast cancer study of BB-1701. BB-1701 is an
antibody-drug conjugate ("ADC") that is composed of Eisai's proprietary
anticancer agent eribulin conjugated to an anti-HER2 antibody. It is expected
to have anti-tumour effects on breast, lung and other solid tumours that
express HER2. Success in this study has the potential to build through to much
larger revenues for Phase II and Phase III studies, with the ultimate goal of
approval as a companion diagnostic.
In April 2024, ANGLE announced an agreement, worth an initial £150,000, with
the global pharmaceutical company AstraZeneca for the development and
validation of an assay based on the existing pKAP1 DDR assay. This assay is
being developed for use in subsequent large-scale clinical studies run by
AstraZeneca to assess the efficacy of DDR therapeutics enabling longitudinal,
repeatable monitoring of treatment response. Success in the development phase
offers the potential for large scale revenues for multiple clinical trials and
follow-up studies.
In May 2024, the Company was delighted to announce a second services contract
with AstraZeneca. Under the terms of this agreement, worth an initial
£550,000, the Company will develop a CTC-based Androgen Receptor ("AR")
assay. Assay development will take place in ANGLE's UK laboratories, with
project completion expected in Q1 2025. A successful development phase will
demonstrate the importance of the Parsortix system in assessing the efficacy
of prostate cancer therapeutics and offers the potential for long-term,
ongoing revenues for the Company supporting prostate cancer clinical
trials. There is wide applicability, both to AstraZeneca and other pharma
customers, for an AR assay to measure protein expression, which can only be
undertaken on intact cancer cells. There are currently
135 active, interventional oncology clinical studies specifically involving
the androgen receptor listed on clinicaltrials.gov involving
~39,000 participants.
The use of CTC biomarkers in clinical trials is a rapidly growing field
enabling longitudinal monitoring of genomic, transcriptomic and proteomic
changes. ANGLE believes that there is considerable potential for further
business with all its existing pharma customers as they have a pipeline of
drugs in development where CTC assays could provide additional valuable
information. In addition, ANGLE anticipates that further new pharma services
contracts will continue to be signed throughout 2024.
Strategic partnerships
Addressing a large and complex healthcare market with a new technology
requires significant resources and ANGLE is seeking long-term strategic
partnerships with healthcare companies for market deployment and development
of clinical applications incorporating the Parsortix system.
In April 2023, ANGLE entered into an agreement with BioView to develop a CTC
HER2 (human epidermal growth factor receptor 2) assay kit for breast cancer
using a combination of ANGLE's Parsortix® system and BioView's automated
microscopy systems and software. The Portrait+ HER2 assay aims to detect and
assess the HER2 expression and/or gene amplification in CTCs and is another
significant development for the Company. The changing market dynamics of the
HER2 breast cancer marketplace, with the introduction of new drugs targeting
tumours with low HER2 expression, have provided a commercial opportunity to
develop a quantitative CTC-based HER2 assay kit, to assess HER2 protein
expression and/or gene amplification levels by analysing fluorescence
intensities.
Unlike current standard of care tests developed for use on FFPE tissue, a CTC
HER2 assay kit could be used for longitudinal monitoring of HER2 status
throughout disease progression, thereby ensuring the patient receives the most
appropriate targeted treatment at every stage. The development phase, which is
already underway and making very good progress, is estimated to take around a
year to complete generating revenue for ANGLE of £1.2 million.
The agreement allows for the inclusion of third parties in this project and
its funding at the commercialisation stage after the initial development work
is complete. ANGLE plans to continue to grow its HER2 pharma services business
and capitalise on expanded HER2 use due to the development of ADCs, that allow
targeted delivery of chemotherapy agents to cancer cells.
Development of molecular solutions
ANGLE has developed a research use sample-to-answer solution for dual
sequencing of DNA from CTCs and ctDNA from a single patient blood sample. This
method enables parallel DNA profiling of CTCs and ctDNA for comprehensive
molecular analysis utilising third-party downstream technologies. Originally
thought to be competing analytes, CTCs and ctDNA are now known to provide
additional and complementary information which has the potential to expand
clinically actionable information, for personalised therapy, when the two are
analysed together.
In ANGLE's study of 47 samples from breast, lung, ovarian and prostate cancer
patients the dual analyte assay utilised a pan-cancer panel run on a
high-throughput Illumina Next Generation Sequencing ("NGS") system. This study
found that clinically relevant DNA variants were identified in CTCs that were
not present in ctDNA from the same blood draw in 70% of breast cancer patient
samples, 70% of lung cancer patient samples and 60% of ovarian cancer patient
samples, highlighting the potential benefit of CTC-DNA analysis alongside
ctDNA analysis.
ANGLE will expand both its product sales and pharma services offerings with
this new sample-to-answer molecular solution combining CTC-DNA and ctDNA
analysis from a single blood sample. The Company is engaging with Illumina and
working closely with KOLs and clinicians to seek input and consideration of
the benefits of this assay in providing unique insight into cancer clonal
evolution. Moreover, ANGLE is working with these contacts to expedite the
adoption of this combined molecular profiling approach to establish key
performance data under analytical conditions and design of robust clinical
studies to build on the data presented.
ANGLE will continue the development of downstream molecular solutions, in
collaboration with leaders in the molecular field, so that CTCs harvested by
the Parsortix system can be sequenced using existing laboratory instruments.
This will allow ANGLE to benefit from the existing installed base of digital
polymerase chain reaction ("PCR") and sequencing instruments and for the
molecular assays to be easily incorporated into existing workflows and, in the
longer term, clinical practice. ANGLE plans to offer a molecular solution for
Research Use Only in 2024, which will then be implemented in ongoing clinical
studies (see below).
The molecular assays in development include the following:
· DNA Digital PCR Assays, a solution for low-multiplexing assays
for specific targets such as EGFR and KRAS. This includes the evaluation of
Stilla Technologies solutions, utilising their EGFR 6-color Crystal Digital
PCR™ Kit and naica® system
· DNA NGS Assays, two solutions for high-multiplexing assays
using a pan-cancer NGS panel with Illumina's NextSeq 2000, which is now
installed in ANGLE's R&D laboratory
Parsortix clinical studies
ANGLE is conducting clinical studies to generate patient data demonstrating
the value of Parsortix CTC analysis and has established a substantial biobank
of clinical samples for this purpose. The aim is to generate data in four
major cancer types, breast, prostate, ovarian and lung, which globally account
for 37% of solid cancer cases.
INFORM is ANGLE's largest study, targeting enrolment of up to 1,000 patients
with advanced stage cancer over a five-year period in four different cancer
types (breast, prostate, ovarian and lung), involving six NHS Trusts. Up to
1,000 patients will have blood drawn across multiple time points during their
diagnosis, treatment, and follow-up. As of the year end, 299 patients had been
enrolled into the INFORM study, with a total of 1,037 blood draws performed
and 2,835 tubes of blood received for either storage or processing using the
Parsortix system. Cells harvested by the system are being evaluated using
various immunofluorescence and/or molecular assays or being stored for future
molecular analysis.
The objectives of this study are to:
· Evaluate and characterise cells harvested from cancer patients
using multiple downstream techniques such as imaging, protein analyses,
fluorescent in-situ hybridization ("FISH"), multiplex gene expression
analyses, mutational analyses and sequencing
· Evaluate changes in CTCs and other rare cells in cancer
patients over the course of their treatment
· Perform additional development and refinement of ANGLE's
Parsortix system
· Utilise blood samples for assay development and validation
Prostate cancer
In May 2022, ANGLE partnered with the US based, specialist clinical service
provider, MidLantic Urology part of Solaris Health Partners, to undertake a
study in prostate cancer. The study, known as DOMINO, is based on the pilot
studies conducted independently by Barts Cancer Institute (Queen Mary
University London). DOMINO has completed the initial enrolment of 100 men with
either an elevated blood PSA or an abnormal rectal exam, who were scheduled to
undergo a prostate tissue biopsy. The blood tubes drawn from each patient have
been processed using the Parsortix system and the cell harvest stored for
future molecular analysis for comparison with the results of the prostate
tissue biopsy. Third-party molecular systems are under assessment for the
processing of these samples. The timescales will be confirmed once this
assessment is complete.
Ovarian cancer
Following the successful completion of the pelvic mass study for the detection
of ovarian cancer reported in 2022, ANGLE has continued enrolment of women
with a pelvic mass into the EMBER2 clinical study. Study recruitment completed
in September 2023 after reaching 400 patients with 1,400 blood tubes processed
on the Parsortix system. The cell harvest has been stored for future molecular
analysis. Third-party molecular systems are under assessment for the
processing of these samples. The timescales will be confirmed once this
assessment is complete.
The Company's investment in these clinical studies and the collection of the
associated patient records has provided a resource for large-scale evaluation
of the third-party molecular platforms that are currently under investigation.
These studies will have a major impact on ANGLE's commercialisation strategy
providing data to support the ANGLE laboratory services and assay development.
Peer-reviewed publications update
The medical devices industry is evidence led, and in addition to the clinical
studies and regulatory studies described previously, peer-reviewed
publications from independent research groups are a key performance metric.
ANGLE's product-based approach means that it can deploy its system to cancer
centres for use by key opinion leaders and research customers. ANGLE's unique
approach to capturing and harvesting CTCs is enabling translational
researchers to undertake a wide range of research leading to new uses and
applications for the Parsortix system as well as achieving breakthrough
research. This deployment of the Parsortix system for translational research
now means that the system is widely presented and discussed at leading cancer
conferences around the world.
There were 92 peer-reviewed publications as of 31 December 2023 with 15 new
publications announced during the year. These publications span 41 independent
study centres across 14 countries. ANGLE's approach to capturing and
harvesting CTCs has enabled researchers to leverage a diverse array of
downstream techniques for cell analysis. This includes DNA and RNA sequencing,
mass-array protein analysis and digital PCR. In addition to furthering the
Company's understanding of the metastatic process, these studies continue to
build upon the evidence that CTCs can provide complementary information to
ctDNA.
Current trading
On 5 June 2024, the Company announced its unaudited final results for its
financial year ended 31 December 2023 ("FY23").
Overview of FY23 financial results
Following FDA clearance, the beginning of the anticipated revenue ramp is
reflected in revenues more than doubling to £2.2 million (2022: £1.0
million) and was driven by a combination of product sales of the Parsortix
system, pharma services contracts and corporate partnerships. Gross margins
averaged 70% (2022: 59%) reflecting the product-service mix.
Product-related revenues were £1.4 million (2022: £0.7 million) while
services-related revenues were £0.8 million (2022: £0.3 million). In
addition, sales of up to £1.8 million had been booked at the year end for
future periods. The installed base of Parsortix systems is over 290 with
cumulative samples processed of 210,000 as at 31 December 2023.
Continued investment in studies to develop and validate the clinical
application and commercial use of the Parsortix system as well as the ongoing
growth of the commercial team and infrastructure was partly offset by
carefully controlling operating costs and the expected cost savings from the
closure of the Canadian operations in late 2022, resulting in reduced
operating costs of £23.3 million (2022: £24.8 million). The loss for the
year reduced to £20.1 million (2022: loss £21.7 million). The Company has
identified cost reductions expected to result in cash savings of c. £8
million in the period to 31 December 2024, as the US clinical laboratory was
closed, and non-critical R&D and other activities are deferred or
reduced.
Cash and cash equivalents were £16.2 million at 31 December 2023 (2022:
£31.9 million) with R&D Tax Credits due at 31 December 2023 of £1.5
million (2022: £2.9 million).
Outlook
The Company has made strong progress year-to-date with two new large pharma
customers and the Company will look to continue this commercial momentum in
the year ahead, backed by the Fundraising which alongside delivery of market
expectations is anticipated by the Company to secure cashflow breakeven on a
monthly basis by the end of 2025.
Revenue for H1 2024 is expected to be between £1.0 million and £1.3 million
with a total of c.40% of FY24 market expectations for revenue 1 (#_ftn1)
already contracted year to date. The Company has a strong current pipeline of
opportunities that has more than doubled year to date, with significant
potential growth opportunities across a variety of end customers, including
large pharma. As such, the management remains confident in delivering strong
growth in 2024 in line with current market expectations.
Further details are contained within the FY23 results RNS released on 5 June
2024. The Company expects to publish its audited final results for FY23 no
later than 17 June 2024.
1 Current consensus revenue is £6.45m for FY24. (Source: Bloomberg)
Use of proceeds
The gross proceeds from the Placing and Subscription will be used to support
the Company's commercialisation plan and for general working capital
requirements. The proceeds are expected to be deployed as follows:
· £2.8 million for staff and next generation sequencing resources
to develop molecular assay content providing data and new downstream
applications for the Parsortix system;
· £2.2 million for commercial business development through
salesforce and distributor expansion, further distributor onboarding, product
launches, conferences and marketing;
· £1.5 million towards developing the clinical laboratory
capability and capacity including molecular capital expenditure and protocol
validation, staffing and expansion of service offering
· £2m shall be used by the Company to strengthen the balance
sheet, enhance the working capital position and cover the expenses associated
with the Fundraise; and
· Proceeds raised via the Open Offer will be committed to
strengthening the balance sheet
The Placing and the Subscription
The Placing is being effected by way of a cashbox placing of new Ordinary
Shares for non-cash consideration. The cashbox structure is expected to have
the effect of providing the Company with the ability to realise distributable
reserves approximately equal to the net proceeds of the Placing less the
nominal value of the Placing Shares issued by the Company.
Berenberg will, pursuant to the Subscription and Transfer Agreement, subscribe
for redeemable preference shares in Project Major Limited a new
Jersey-incorporated subsidiary of the Company ("JerseyCo") in an amount equal
to the gross proceeds of the Placing. Monies received from Placees taking up
Placing Shares will be applied by Berenberg to subscribe for redeemable
preference shares in JerseyCo.
The Company will allot and issue the Placing Shares on a non-pre-emptive basis
to Placees who have participated in the Placing in consideration for the
transfer, pursuant to the terms of the Subscription and Transfer Agreements,
of the redeemable preference shares in JerseyCo that will be issued to
Berenberg. Accordingly, at the conclusion of the cashbox placing process,
JerseyCo will be a wholly owned subsidiary of the Company and its principal
assets will be cash reserves approximately equal to the gross proceeds of the
Placing. Shareholder approval is not required to effect the Placing.
Instead of receiving cash as consideration for the issue of the Placing
Shares, following completion of the Placing, the Company will own the entire
issued share capital of JerseyCo, whose only asset will be its cash reserves
as noted above. The Company will then be able to access those funds by
redeeming the redeemable preference shares it holds in JerseyCo.
Accordingly, by subscribing for the Placing Shares under the Placing and
submitting a valid payment in respect thereof, each Placee instructs Berenberg
to hold such payment on their respective behalves and: (i) to the extent of a
successful application under the Placing, to apply such payment solely to
permit Berenberg to subscribe (as principal) for redeemable preference shares
in JerseyCo; and (ii) to the extent of an unsuccessful application under the
Placing, to return the relevant payment without interest to the Placee.
The Placing and Open Offer Agreement
Pursuant to the terms of the Placing and Open Offer Agreement, the Joint
Bookrunners have agreed to use their respective reasonable endeavours to
procure Placees for the Placing Shares at the Issue Price.
The Placing is conditional upon (amongst other things) the satisfaction of the
following conditions:
(a) the Placing and Open Offer Agreement becoming
unconditional in all respects in relation to the Placing (save for First
Admission) and not having been terminated in accordance with its terms;
(b) (i) the Subscription Letters remaining in full force
and effect, not having lapsed or been terminated or amended in accordance with
their terms prior to First Admission; (ii) no condition to which the
Subscription Letters are subject having become incapable of satisfaction and
not having been waived prior to First Admission; and (iii) no event having
arisen prior to First Admission which gives a party thereto a right to
terminate their Subscription Letter;
(c) (i) each of the Subscription and Transfer Agreements
remaining in full force and effect, not having lapsed or been terminated or
amended in accordance with its terms prior to First Admission; (ii) no
condition to which the Subscription and Transfer Agreements are subject having
become incapable of satisfaction and not having been waived prior to First
Admission (save for the condition in each agreement relating to Admission);
and (iii) no event having arisen prior to First Admission which gives a party
thereto a right to terminate the Subscription and Transfer Agreements; and
(d) First Admission becoming effective by not later than
8.00 a.m. on 11 June 2024 (or such later time and date as the Company and
Berenberg may agree, being not later than 8.00 a.m. on 25 June 2024).
The Placing and Open Offer Agreement contains certain customary warranties
from the Company in favour of the Joint Bookrunners in relation to, inter
alia, the accuracy of the information contained in the documents relating to
the Placing and certain other matters relating to the Company and its
business. In addition, the Company has given certain undertakings to the Joint
Bookrunners and has agreed to indemnify the Joint Bookrunners in relation to
certain customary liabilities that they may incur in respect of the
Fundraising. Berenberg has the right to terminate the Placing and Open Offer
Agreement in certain circumstances prior to First Admission including, inter
alia: (i) for certain force majeure events or other events involving certain
material adverse changes or prospective material adverse changes relating to
the Company; (ii) in the event of a breach of the warranties or other
obligations of the Company set out in the Placing and Open Offer Agreement; or
(iii) in the event of a breach of the Subscription Letters. Once the First
Admission has occurred, neither Berenberg and/or Beech Hill will have the
right to terminate any of its obligations under the Placing and Open Offer
Agreement with regard to the Placing.
Under the Placing and Open Offer Agreement, the Company has agreed to pay
certain fees and commissions to the Joint Bookrunners and certain other costs
and expenses in connection with the Fundraising and Admission.
The Subscription and Transfer Agreements
In connection with the Placing, (a) the Company, Berenberg and JerseyCo have
entered into a subscription and transfer agreement and (b) the Company and
Berenberg have entered into a put and call option agreement (together the
"Subscription and Transfer Agreements"), each agreement being dated on or
around the date of the Placing and Open Offer Agreement, in relation to the
subscription and transfer of the redeemable preference shares in JerseyCo to
the Company.
Under the terms of the Subscription and Transfer Agreements:
(a) the Company and Berenberg will acquire ordinary shares
in JerseyCo;
(b) the Company and Berenberg have entered into certain
put and call options in respect of the ordinary shares in JerseyCo subscribed
for by Berenberg that are exercisable if the Placing does not complete
("Option Agreement");
(c) Berenberg will apply monies received from Placees
under the Placing, to subscribe for redeemable preference shares in JerseyCo
to an aggregate value equal to such monies; and
(d) the Company will allot and issue the Placing Shares to
those persons entitled to them in consideration of Berenberg transferring its
holding of redeemable preference shares and ordinary shares in JerseyCo to the
Company.
Accordingly, instead of receiving cash as consideration for the issue of the
Placing Shares, at the conclusion of the Placing, the Company will own the
entire issued share capital of JerseyCo whose only assets will be its cash
reserves, which will represent an amount approximately equal to the gross
proceeds of the Placing. Placees and Qualifying Shareholders are not party to
these arrangements and so will not acquire any direct right against Berenberg
pursuant to these agreements. The Company will be responsible for enforcing
the obligations of Berenberg under these arrangements.
The Subscription
The Subscription is a private subscription by the Subscribers for Subscription
Shares at the Issue Price pursuant to the terms of the Subscription Letters
and will raise a total of £3.75 million (before expenses). The Subscription
Shares will be issued at the First Admission under the Company's existing
allotment authorities obtained at the Company's annual general meeting held on
28 June 2023.
The Open Offer
Once the Open Offer has been launched, Qualifying Shareholders (other than
Overseas Shareholders) will have the opportunity under the Open Offer to apply
for Open Offer Shares at the Issue Price, payable in full on application and
free of expenses, pro rata to their existing shareholders. Shareholders
subscribing for their full Basic Entitlement under the Open Offer may also
request additional Open Offer Shares as an Excess Open Offer Entitlement, up
to the total number of Open Offer Shares available to Qualifying Shareholders
under the Open Offer.
Qualifying Shareholders will be invited, subject to the terms and conditions
of the Open Offer, to apply for their Basic Entitlement of Open Offer Shares
at the Issue Price. Each Qualifying Shareholder's Basic Entitlement has been
calculated on the following basis:
1 Open Offer Shares for every 19 Existing Ordinary Shares
held by them and registered in their names on the Record Date, rounded down to
the nearest whole number of Open Offer Shares.
Qualifying Shareholders will also be invited to apply for additional Open
Offer Shares (up to the total number of Open Offer Shares available to
Qualifying Shareholders under the Open Offer) as an Excess Open Offer
Entitlement. Any Open Offer Shares not issued to a Qualifying Shareholder
pursuant to their Basic Entitlement will be apportioned between those
Qualifying Shareholders who have applied for an Excess Open Offer Entitlement
at the sole and absolute discretion of the Board, provided that no Qualifying
Shareholder shall be required to subscribe for more Open Offer Shares than he
or she has specified on the Application Form or through CREST.
The Open Offer is not a rights issue. Qualifying CREST Shareholders should
note that although the Open Offer Entitlements will be admitted to CREST and
be enabled for settlement, they will not be tradeable and applications in
respect of the Open Offer Entitlements may only be made by the Qualifying
Shareholder originally entitled or by a person entitled by virtue of a bona
fide market claim raised by Euroclear's Claims Processing Unit. Qualifying
Non-CREST Shareholders should note that the Application Form is not a
negotiable document and cannot be traded. Qualifying Shareholders who do not
apply to take up their Open Offer Entitlements will have no rights under the
Open Offer or receive any proceeds from it. Qualifying Shareholders should be
aware that under the Open Offer, unlike in a rights issue, any Open Offer
Shares not applied for will not be sold in the market or placed for the
benefit of Qualifying Shareholders.
Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders
Application has been made for the Open Offer Entitlements in respect of
Qualifying CREST Shareholders (other than Overseas Shareholders) to be
admitted to CREST. It is expected that such Open Offer Entitlements will be
admitted to CREST on 7 June 2024 and Qualifying CREST Shareholders will
receive a credit to their appropriate stock accounts in CREST in respect of
their Open Offer Entitlements. Applications through the means of the CREST
system may only be made by the Qualifying Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim.
Qualifying Shareholders (other than Overseas Shareholders) may apply for any
whole number of Open Offer Shares up to their Open Offer Entitlement.
Qualifying Non-CREST Shareholders will receive an Application Form with the
Circular which sets out their Basic Entitlement as shown by the number of Open
Offer Entitlements allocated to them.
If valid applications are made for less than all of the Open Offer Shares
available, then the lower number of Open Offer Shares will be issued and any
outstanding Open Offer Entitlements will immediately lapse.
Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, will be
contained in the Circular and, for Qualifying Non-CREST Shareholders, on the
accompanying Application Form. To be valid, Applications Forms or CREST
instructions (duly completed) and payment in full for the Open Offer Shares
applied for must be received by the Receiving Agent by no later than 11.00
a.m. on 20 June 2024. Application Forms should be returned to Link Group,
Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL by such
time.
The Open Offer is conditional upon First Admission becoming effective by not
later than 8.00 a.m. on 11 June 2024.
If Second Admission does not occur on or before 8.00 a.m. on 24 June 2024 (or
such later time and date as the Company and Berenberg may agree, being not
later than 8.00 a.m. on 8 July 2024), the Open Offer will not become
unconditional and application monies will be returned to applicants, without
interest and at their risk, as soon as practicable thereafter.
Overseas shareholders
The attention of Qualifying Shareholders who have registered addresses outside
the United Kingdom, or who are located and/or resident in or are citizens of,
in each case, a country other than the United Kingdom, or who are holding
Existing Ordinary Shares for the benefit of such persons (including, without
limitation, custodians, nominees, trustees and agents) or who have a
contractual or other legal obligation to forward the Circular or the
Application Form to such persons, is drawn to the information which will
appear in Part 3 of the Circular.
Persons who have a registered address in or who are located and/or resident in
or are citizens of, in each case, a country other than the United Kingdom
should consult their professional advisers as to whether they require any
governmental or other consents or need to observe any other formalities to
enable them to acquire or subscribe for any Open Offer Shares. Any Overseas
Shareholder who are located in the United States or are located in and/or
resident in or are citizens of a Restricted Jurisdiction who obtains a copy of
the Circular or an Application Form is required to disregard them, except with
the consent of the Company.
The Circular and any accompanying documents are not being made available to
Overseas Shareholders and may not be treated as an invitation to subscribe for
any Open Offer Shares by any person located in and/or resident in the United
States or any person located in and/or resident in, or are citizens of a
Restricted Jurisdiction.
The Open Offer Shares and the Open Offer Entitlements have not been, and will
not be, registered under the applicable securities laws of the United States
or any Restricted Jurisdiction. Accordingly, the Open Offer Shares and the
Open Offer Entitlements may not be offered, sold, delivered or transferred,
directly or indirectly, in or into the United States or any Restricted
Jurisdiction to or for the account or benefit of any national, resident or
citizen of any Restricted Jurisdiction.
About ANGLE plc
ANGLE is a world-leading liquid biopsy company with innovative circulating
tumour cell (CTC) solutions for use in research, drug development and clinical
oncology using a simple blood sample. ANGLE's FDA cleared and patent protected
circulating tumour cell (CTC) harvesting technology known as the Parsortix®
PC1 System enables complete downstream analysis of the sample including whole
cell imaging and proteomic analysis and full genomic and transcriptomic
molecular analysis.
ANGLE's commercial businesses are focusing on diagnostic products and clinical
services. Diagnostic products include the Parsortix® system, associated
consumables and assays. The clinical services business is offered through
ANGLE's GCLP-compliant laboratories. Services include custom made assay
development and clinical trial testing for pharma.
Over 90 peer-reviewed publications have demonstrated the performance of the
Parsortix system. For more information, visit https://angleplc.com/
(https://angleplc.com/) .
IMPORTANT NOTICES
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 US
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in, Canada, Australia, Japan or the Republic
of South Africa or any other jurisdiction in which the same would be unlawful.
No public offering of the New Ordinary Shares is being made in any such
jurisdiction.
No action has been taken by the Company, the Joint Bookrunners or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the New Ordinary Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
New Ordinary Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company and the Joint Bookrunners to inform themselves about, and to
observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with the
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to
be published. Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
This Announcement has not been approved by the London Stock Exchange, nor is
it intended that it will be so approved.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area, qualified investors within the
meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United
Kingdom, qualified investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are also (i) persons having professional experience
in matters relating to investments who fall within the definition of
"investment professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
or (ii) high net worth companies, unincorporated associations and partnerships
and trustees of high value trusts as described in Article 49(2)(a) to (d) of
the Order; or (c) other persons to whom it may otherwise be lawfully
communicated (all such persons together being "Relevant Persons"). This
Announcement must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this Announcement
relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares and the New Ordinary Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction in which such activities would be unlawful.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (each a "Placee")
by making an oral or written and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained in Appendix 4 to this Announcement and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in Appendix 4 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements and
forecasts. As a result, the Group's actual financial condition, results of
operations and business and plans may differ materially from the plans, goals
and expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness of,
and no reliance should be placed on, such forward-looking statements. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, the Joint Bookrunners,
their respective affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation
or the London Stock Exchange.
Berenberg is authorised and regulated by the German Federal Financial
Supervisory Authority subject to limited regulation by the Financial Conduct
Authority (the "FCA") in the United Kingdom. Beech Hill is authorised and
regulated in the United States by the Financial Industry Regulatory Authority.
Each Joint Bookrunner is acting exclusively for the Company and no one else in
connection with the Placing, the contents of this Announcement or any other
matters described in this Announcement. No Joint Bookrunner will regard any
other person as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Placing, the content of this Announcement
or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Joint Bookrunner or by any of its affiliates or any person
acting on its or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
In connection with the Placing, each Joint Bookrunner and any of its
affiliates may, acting as investors for their own account, take up a portion
of the shares of the Company in the Placing as a principal position and in
that capacity may retain, purchase or sell for its own account such shares and
other securities of the Company or related investments and may offer or sell
such shares, securities or other investments in connection with the Placing or
otherwise. Accordingly, references in this Announcement to Placing Shares
being issued, offered or placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing by, each
Joint Bookrunner or any of its affiliates acting in such capacity. In
addition, each Joint Bookrunner or any of its affiliates may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which any Joint Bookrunner or any of its
affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. No Joint Bookrunner, nor any of
its affiliates, intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the New Ordinary Shares will be made pursuant to an exemption
under the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person.
The New Ordinary Shares to be issued or sold pursuant to the Fundraising will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance Requirements)
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1 - RISK FACTORS
An investment in the Ordinary Shares involves a high degree of risk.
Accordingly, prospective investors and Shareholders should carefully consider
the risks set out below before making a decision to invest in the Company. The
investment to be offered in the Circular may not be suitable for all of its
recipients. Potential investors and Shareholders are accordingly advised to
consult a professional adviser authorised under FSMA, if you are in the United
Kingdom, or, if not, from another appropriately authorised independent
financial adviser, who specialises in advising on the acquisition of shares
and other securities, before making any investment decision. A prospective
investor and Shareholders should consider carefully whether an investment in
the Company is suitable in the light of his or her personal circumstances and
the financial resources available to him or her.
This Appendix contains what the Directors believe to be the principal risk
factors associated with an investment in the Company. However, the risks
listed do not purport to be an exhaustive summary of the risks affecting the
Group and are not set out in any particular order of priority. Additional
risks and uncertainties not currently known to the Directors or which the
Directors currently deem immaterial may also have an adverse effect on the
Group. In particular, the Company's performance may be affected by changes in
market or economic conditions and in legal, regulatory and tax requirements.
If any of the following risks were to materialise, the Company's business,
financial condition, results or future operations could be materially
adversely affected. In such cases, the market price of the Ordinary Shares
could decline and an investor may lose part or all of his or her investment.
The Circular will contain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
anticipated in the forward-looking statements as a result of many factors,
including the risks faced by the Company which are described below and
elsewhere in the Circular. Prospective investors and Shareholders should
carefully consider the other information in the Circular.
There can be no certainty that the Company will be able to successfully
implement its strategy. Additional risks and uncertainties not currently known
to the Directors or which the Directors currently deem immaterial may also
have an adverse effect on the Company.
1. RISKS RELATING TO THE COMPANY AND ITS BUSINESS
Ability of the Group to maintain a competitive position
There are numerous competitive groups seeking to develop alternative cancer
diagnostic products in direct competition (other CTC technologies) and
indirect competition (other liquid biopsy methods, for example, ctDNA
analysis). It is possible at any time that a competing technology which
out-performs Parsortix may enter the market. Some competitors have greater
financial, technical and marketing resources which may allow them to deploy
commercial tactics, such as price undercutting, which may restrict the Group
and impede its ability to commercialise the Group's product and services.
The future success of the Group depends, in part, on its ability to maintain a
competitive position, including an ability to further progress through the
necessary preclinical and clinical trials to support commercialisation,
marketing authorisation where necessary, and coverage and reimbursement. Other
companies may succeed in commercialising products and services earlier than
the Group or in developing products and delivering services that are more
effective than those which may be offered or delivered by the Group. Whilst
the Group will seek to develop its capabilities and keep the costs associated
with its technologies low in order to remain competitive, there can be no
assurance that research and development by others will not render the Group's
products obsolete or uncompetitive, which may have a material adverse effect
on the Group's business, financial condition, results or future operations.
Financial condition of the Group
The Group continues to invest in R&D, clinical studies, product
development, clinical laboratories and product marketing and consequently is
loss making and utilising cash reserves to support operational activities. The
commencement of material revenues is difficult to predict as 1) the Group is
launching new products and services in an emerging market and suitable
clinical applications need to be identified, have successful clinical studies
completed, achieve regulatory approvals and achieve market acceptance, and 2)
the impact of the Group's FDA clearance to boost research use sales and in
particular to be employed in clinical trials is still in the early stages.
Operating losses are anticipated to continue for a period while revenues build
and this may have a material adverse effect on the Group's business, financial
condition, results or future operations.
The availability of future funding
In the event that new funds are required there can be no guarantee that
further equity capital or other funding will be available on acceptable terms,
at the quantum required, or at all. If required funds are not available, this
could affect the Group's ability to commercialise its technology and may
require operations to be scaled back, delayed or even affect the ability to
continue as a going concern which may have a material adverse effect on the
Group's business, financial condition, results or future operations.
Foreign currency risk
The Group has critical European and US suppliers and incurs costs in Euros and
US Dollars and is exposed to Euro and US Dollar exchange rates which it is
unable to control. As a result, the Group is subject to foreign currency
risk due to exchange rate fluctuations which will affect the Group's
transaction costs and the translation of its results and which may have a
material adverse effect on the Group's business, financial condition, results
or future operations.
The ability to secure and maintain intellectual property
The Group's success depends in part on its ability to secure and maintain its
intellectual property (IP) such as patent protection for products and devices
in order that it can stop others from exploiting its inventions and preserve
the confidentiality of its know-how. There is a risk that patent pending
applications will not be issued, and there is a risk that the scope of any
patent protection obtained may not be sufficient to exclude competitors or
provide competitive advantage to the Group. It is possible that competitors
may infringe this IP or otherwise challenge its validity including by claiming
rights, ownership of the patents or other proprietary rights held by the
Group. This could lead to long and protracted litigation to protect the
Group's position which may divert resources away from the purposes of the
Group, which include nurturing companies through research and development and
creating value in IP. Any adverse judgment against the Group could lead to
substantial litigation costs, fines and the inability of the Group to
manufacture, market or sell any infringing products. Subsequently, this may
lead to loss of earnings, which may have a material adverse effect on the
Group's business, financial condition, results or future operations.
Reliance on key single source suppliers
It is extremely important that manufacturing of precision equipment is of a
consistent and extremely high quality to ensure that instruments and cassettes
operate as specified and produce consistent results and meet the necessary
manufacturing tolerances specified. Product lead times need to be appropriate
for timely delivery of the Group's products whilst also ensuring the required
product quality. As a result, the Group is heavily dependent on three key
single source suppliers and outsources certain aspects of product development,
regulatory advice and manufacturing to specialist organisations that can
manufacture the separate cassettes at the required tolerances, can assemble
instruments and have capacity for scale up of production. Problems at
outsourced manufacturers and their suppliers such as insolvency, disruption to
production levels or product lead times or termination of the Group's
contracts with such suppliers could lead to disruption in supplies, delays,
product inconsistency and product failure, which may have a material adverse
effect on the Group's business, financial condition, results or future
operations.
Manufacturing capability and/or supply chain issues
Certain products are manufactured internally and manufacturing problems
including insufficient capacity could lead to these products not being
available when required for use in R&D or for customers as elements of
planned product kits. The Group has established a flexible, small volume pilot
manufacturing facility in the UK to support the roll out of sample-to-answer
imaging and molecular assays to the Group clinical service laboratories and
early adopter customers. This provides high levels of operational flexibility
whilst maintaining quality system standards.
Despite its in-house manufacturing capabilities, the Group is still exposed to
global supply chain issues in relation to highly application specific reagents
and materials. Whilst the Group holds a higher level of inventory, reagents
and consumables than it normally would, certain reagents either cannot be
ordered until their precise make-up is known and/or have a short shelf-life.
Ongoing EU trading and human resource issues may further impact the Group's
operations. With the UK status as a "Third Country", the movement of goods
between the Group and European customers and within the Group's European
supply chain may be adversely affected. Any issues with the Group's
manufacturing capability and/or supply lines may have a material adverse
effect on the Group's business, financial condition, results or future
operations.
Market acceptance, clinical recognition and adoption of products
The Group's success depends on both clinical and health economic acceptance of
its products. Studies are required to demonstrate the utility of clinical
applications and there is a risk that the data may be weak, inconclusive, or
negative for the reasons outlined in the risk factor headed "Development and
commercialisation of clinical applications". The medical diagnostics market is
conservative by nature; CTC systems are an emerging technology and customers
may be slow to adopt new products, vested interests may impede market
penetration and products may not achieve commercial success.
The Group may not be able to sell its products profitably and/or commercial
uptake of the application may be limited if reimbursement by third-party
payers is limited or unavailable. The Group may be subject to price limits on
reimbursement of products which are outside its control, negatively impacting
revenues.
Either of the above factors may have a material adverse effect on the Group's
business, financial condition, results or future operations.
Operational disruptions
In order for the Group to operate effectively its infrastructure needs to be
robust, efficient and scalable. Unexpected events (such as COVID-19) could
disrupt the business by affecting a key facility or critical equipment or
donor or patient enrolment which could lead to an inability to undertake
development work (e.g. clinical studies with partners). Moreover, the Group
may not be able to source required facilities, partners, equipment or supplies
at financially viable prices or at a sufficient rate to sustain clinical
trials or the production of the Group's products. This may hinder the
commercialisation of the Group's products and services and may impact the
ability of the Group to develop financially viable products, particularly if
competitors are able to leverage greater economies of scale to develop similar
products in competition with the Group. This, in turn, may have a material
adverse effect on the Group's business, financial condition, results or future
operations.
Susceptibility to cyber-crime
Cyber-crime is increasing in sophistication, consequences and incidence, with
risks including virus and malware infection, unauthorised access and fraud.
The Group collects and stores sensitive personal information and patient data
as part of the clinical studies and development of its products and as a
result may be at risk from cyber-attacks. Cyber-attacks can result from
deliberate attacks or unintentional events and may include (but are not
limited to) malicious third parties gaining unauthorised access to the Group's
software for the purpose of misappropriating financial assets, intellectual
property or sensitive information (such as patient data), corrupting data, or
causing operational disruption. Whilst the Directors consider that the Group
has taken appropriate steps to protect its systems, there can be no assurance
that its efforts will prevent service interruptions or security breaches in
its systems or the unauthorised or inadvertent wrongful access or disclosure
of confidential information that could have an adverse impact on the Group's
business, prospects, results of operations and financial condition or result
in the loss, dissemination, or misuse of critical or sensitive information. If
the Group suffers from a cyber-attack, whether by a third party or insider, it
may incur significant costs (including liability for stolen assets or
information) and repairing any damage caused to the Group's network
infrastructure and systems. The Group may also suffer reputational damage and
loss of investor confidence. If the Group suffers a cyber-attack, this could
expose the Group to potential financial and reputational harm which will have
a material adverse effect on the Group's business, financial condition,
results or future operations.
Adherence to regulation and quality assurance standards
The Group operates in a highly regulated industry and needs to meet recognised
quality assurance standards that are subject to third-party audit. The Group
must comply with a broad range of regulations relating to the development,
approval, manufacturing and marketing of its products and is subject to
regulatory inspection. There is a risk that a regulatory audit will find
problems that could have severe consequences on the Group's ability to sell
products in the relevant country, lead to a loss of marketing authorisation, a
loss of reputation, a loss of customers, recall or remediation costs as well
as enforcement action and sanctions from a regulator.
Major success with the cancer diagnostic product (and other products) will
require regulatory authorisation for clinical use from various regulatory
authorities which will require data from studies relating to the efficacy,
safety and effectiveness of the product. Regulatory regimes and requirements
are complex and still evolving and it is difficult to predict their exact
requirements. As such, there can be no assurance that authorisations will be
obtained in the time expected or at all. Authorisations may be delayed or not
obtained at all and alterations to relevant regulations may result in delays
to the development and commercialisation of the Group's products. Furthermore,
there is no assurance that future legislation will not impose further
government regulation. If it proves difficult to obtain or maintain
authorisations, major revenues may be delayed or, without authorisation, may
not be achievable, and the Group may lose customers, reputation and may face
enforcement or remediation costs, all of which may have a material adverse
effect on the Group's business, financial condition, results or future
operations.
In-house research and development capabilities
The Group undertakes significant in-house research and development activity
with the aim of launching improved and new products and services, but there
remain considerable technical risks, which may result in delays, increased
costs or ultimately failure. The Group will continue to be involved in complex
clinical development processes and industry experience indicates that there
may be a high incidence of delay or failure to produce the desired results and
the Group may not be able to develop new products or sufficiently adapt
products to specific market needs, which may have a material adverse effect on
the Group's business, financial condition, results or future operations.
Dependency on key personnel and clinical study partners
The Group's ability to develop its products is dependent upon the services and
performance of its management team and key members of staff. With complex and
critical development projects, the alignment of business and project
objectives, good project planning and clear staff focus are required. In
addition, the Group's business operations may require additional expertise in
specific industries and areas applicable to products identified and developed
by the Group. These activities may require additional new personnel, including
management and technical personnel and the development of additional
experience by existing employees.
The Group is also heavily dependent on its clinical study partners who are
responsible for patient and subject enrolment and on occasion core laboratory
work. The Group's inability to recruit or retain key personnel or consultants
and/or the loss of any of its clinical study partners may impede the progress
of the Company's research and development objectives as well as the
commercialisation of its lead and other products, which, in turn, may have a
material adverse effect on the Group's business, financial condition, results
or future operations.
Development and commercialisation of clinical applications
In addition to its pharma services business and its products business, the
Group is developing a clinical application for the triage of women presenting
with an abnormal pelvic mass. This is dependent on both a successful harvest
of CTCs by the Parsortix system and identifying a set of RNA markers that can
discriminate between malignant ovarian cancer and other benign conditions.
The development and commercialisation of clinical applications such as the
above is a time-consuming, expensive and uncertain process and delay or
failure can occur at any stage. Failure to obtain regulatory approval will
prevent the Group or its partners from commercialising or marketing products
and services. The successful development of clinical applications is subject
to a variety of risks, including the following:
· clinical studies in process may suffer delays, temporary pauses or
the Group may be unable to carry out such studies due to factors outside of
its control, including (but not limited to) lack of sufficient financial
resources, delay or failure to obtain the required authorisations or approvals
from regulators to conduct the trial, failure to recruit or withdrawal of
clinical trial sites, slow or insufficient suitable patient enrolment,
inability to obtain sufficient materials necessary for the conduct of the
Group's studies, clinical sites deviating from protocol or failing to conduct
the trial in accordance with regulatory requirements including good
manufacturing practices or otherwise breaching contractual duties or changes
in governmental regulations or administrative actions;
· the data produced from clinical studies (carried out by the Group or
by others) may not be sufficient to support the roll out of the clinical
application and there can be no guarantee that clinical applications will be
developed into commercially viable laboratory tests or regulated devices;
· appropriate third-party payer reimbursement codes may be delayed or
may not be obtained thereby limiting commercial uptake of the application; and
· vested and competing interests may impede market acceptance for
either a laboratory developed test or a regulated device.
Many of these factors will be beyond the control of the Group. If there are
delays in the completion of, or termination of, any ongoing or future clinical
trial of the Group's product candidates, the commercial prospects of those
product candidates will be harmed, and the ability to generate product
revenues from any of these product candidates will be delayed. In addition,
any delays in completing clinical trials may slow down product candidate
development and approval process and jeopardise the ability to commence
product sales and generate revenues. Any of these occurrences may have a
material adverse effect on the Group's business, financial condition, results
or future operations.
2. RISKS ASSOCIATED WITH THE FUNDRAISING AND GENERAL
INVESTMENT RISKS
Dilution
Regardless of whether a Qualifying Shareholder takes up their entitlements
under the Open Offer, the effect of the Fundraising will be a reduction of
their proportionate ownership and voting interests in the Company (unless a
Shareholder participates in the Placing and/or applies for, and obtains,
Excess Shares under the Open Offer).
For those Qualifying Shareholders who do not participate in the Open Offer,
their proportionate ownership and voting interest in the Company will be
reduced further as a consequence of the Open Offer and the percentage that
their shareholdings represent of the ordinary share capital of the Company
will, following Admission, be reduced accordingly.
Overseas Shareholders will not be able to participate in the Open Offer and/or
may otherwise need to observe applicable legal requirements or other
formalities to enable them to apply for Open Offer Shares.
Valuation of shares
The Issue Price has been determined by the Company and may not relate to the
Company's net asset value, net worth or any established criteria or value.
There can be no guarantee that the Ordinary Shares will be able to achieve
higher valuations or, if they do so, that such higher valuations can be
maintained.
Volatility of share price
The trading price of the Ordinary Shares may be subject to wide fluctuations
in response to a number of events and factors, such as variations in operating
results, announcements of innovations or new services by the Group or its
competitors, changes in financial estimates and recommendations by securities
analysts, the share price performance of other companies that investors may
deem comparable to the Group, news reports relating to trends in the Group's
markets, large purchases or sales of Ordinary Shares, liquidity (or absence of
liquidity) in the Ordinary Shares, currency fluctuations, legislative or
regulatory changes and general economic conditions. These fluctuations may
adversely affect the trading price of the Ordinary Shares regardless of the
Group's performance.
In addition, if the stock market in general experiences loss of investor
confidence, the trading price of the Ordinary Shares could decline for reasons
unrelated to the Group's business, financial condition, operating results or
prospects. The trading price of the Ordinary Shares might also decline in
reaction to events that affect other companies in the industry, even if such
events do not directly affect the Group. Each of these factors, among others,
could harm the value of the Ordinary Shares.
Market perception
Market perception of the Company may change, potentially affecting the value
of investors' holdings and the ability of the Company to raise further funds
by the issue of further Ordinary Shares or otherwise.
Investment risk and AIM
The Existing Ordinary Shares are, and the New Ordinary Shares will be,
admitted to trading on AIM rather than the Official List. The rules of AIM are
less demanding than those of the Official List and an investment in shares
quoted on AIM may carry a higher risk than an investment in shares on the
Official List. AIM has been in existence since June 1995, but its future
success and liquidity in the market for the Company's securities cannot be
guaranteed. Investors should be aware that the value of the Existing Ordinary
Shares and the New Ordinary Shares may be volatile and may go down as well as
up and investors may therefore not recover their original investment. The
market price of the Existing Ordinary Shares and the New Ordinary Shares may
not reflect the underlying value of the Company's net assets. The price at
which investors may dispose of their shares in the Company may be influenced
by a number of factors, some of which may pertain to the Company, and others
of which are extraneous. On any disposal, investors may realise less than the
original amount invested.
Legislation and tax
The Circular has been prepared on the basis of current legislation, rules and
practice and the advisers' interpretation thereof. Such interpretation may not
be correct and it is always possible that legislation, rules and practice may
change. Any changes in legislation, and, in particular, any changes to the
basis of taxation, tax relief and rates of tax, may affect the availability of
the relief.
Investors should consider carefully whether an investment in the Company is
suitable for them in light of the risk factors outlined above, their personal
circumstances and the financial resources available to them.
This list should not be considered an exhaustive statement of all potential
risks and uncertainties.
APPENDIX 2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2024
Record Date for entitlements under the Open Offer 6.00 p.m. on 4 June
Announcement of the Fundraising 5 June
Announcement of the result of the Placing and Subscription 5 June
Publication and posting of the Circular and, to Qualifying Non-CREST 6 June
Shareholders only, the Application Form
Ex-entitlement date for the Open Offer 8.00 a.m. on 6 June
Open Offer Entitlements credited to stock accounts of Qualifying CREST as soon as possible after 8.00 a.m. on 7 June
Shareholders
First Admission and commencement of dealings in the Placing Shares and the 11 June
Subscription Shares on AIM
CREST Members' accounts expected to be credited in respect of Placing Shares as soon as possible after 8.00 a.m. on 11 June
and Subscription Shares in uncertificated form
Recommended latest time for requesting withdrawal of Basic Entitlements and 4.30 p.m. on 14 June
Excess CREST Open Offer Entitlements from CREST
Latest time and date for depositing Basic Entitlements and Excess CREST Open 3.00 p.m. on 17 June
Offer Entitlements into CREST
Latest time and date for splitting of Application Forms (to satisfy bona fide 3.00 p.m. on 18 June
market claims only)
Latest time and date for receipt of completed Application Forms from 11.00 a.m. on 20 June
Qualifying Non-CREST Shareholders and payment in full under the Open Offer and
settlement of relevant CREST instructions (as appropriate)
Announcement of the result of the Open Offer 21 June
Second Admission and commencement of dealings in the Open Offer Shares on AIM 8.00 a.m. on 24 June
CREST Members' accounts expected to be credited in respect of Open Offer as soon as possible after 8.00 a.m. on 24 June
Shares in uncertificated form
Expected despatch of definitive share certificates for the New Ordinary Shares within 10 Business Days of Second Admission
in certificated form
APPENDIX 3
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Act" the Companies Act 2006 (as amended from time to time)
"Admission" First Admission and/or Second Admission (as the context requires)
"AIM" the market of that name operated by London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London Stock Exchange from time to
time
"Application Form" the personalised application form accompanying on which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares
"Basic Entitlement" the Open Offer Shares for which a Qualifying Shareholder is entitled to
subscribe under the Open Offer calculated on the basis of 1 Open Offer Shares
for every 19 Existing Ordinary Shares held by that Qualifying Shareholder as
at the Record Date
"Beech Hill Securities" or "Beech Hill" Beech Hill Securities, Inc., Joint Bookrunner
"Berenberg" Joh. Berenberg, Gossler & Co. KG, London Branch, Nominated Adviser,
Corporate Broker, Sole Global Co-Ordinator and Joint Bookrunner
"Bookbuild" or "Bookbuilding" the offering of Placing Shares to Placees by way of an accelerated bookbuild
by the Joint Bookrunners as agents for the Company
"Business Day" a day not being a Saturday or a Sunday or a bank or public holiday in England
on which clearing banks are open for business in the City of London
"Circular" the Circular in relation to the Fundraising
"Closing Price" the closing middle market quotation of an Ordinary Share as derived from the
Daily Official List of the London Stock Exchange
"Company" or "ANGLE" ANGLE plc, a company incorporated in England and Wales under the Companies Act
1985 with registered number 04985171
"CREST" the Relevant System (as defined by the CREST Regulations) for the paperless
settlement of share transfers and the holding of shares in uncertificated form
in respect of which Euroclear is the Operator (as defined by the CREST
Regulations)
"CREST Courier and Sorting Service" the CREST Courier and Sorting Service which manages the movement of share
certificates and other documents between CREST counters and registrars where
shares are being deposited into or withdrawn from CREST
"CREST Manual" the rules governing the operation of CREST, as published by Euroclear
"CREST Member" a person who has been admitted to CREST as a system-member (as defined in the
CREST Regulations)
"CREST Participant" a person who is, in relation to CREST, as system-participant (as defined in
the CREST Regulations)
"CREST payment" shall have the meaning in the CREST Manual
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"CREST Sponsor" a CREST participant admitted to CREST as a CREST sponsor
"CREST Sponsored Member" a CREST Member admitted to CREST as a sponsored member
"Directors" or "Board" the directors of the Company, or any duly authorised committee thereof
"Enlarged Share Capital" the total number of issued Ordinary Shares on completion of the Fundraising
following the issue of the New Ordinary Shares, and assuming that all of the
New Ordinary Shares are issued
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Excess Applications" applications pursuant to the Excess Application Facility
"Excess Application Facility" the mechanism whereby a Qualifying Shareholder, who has taken up his or her
Basic Entitlement in full, can apply for Excess Shares up to an amount equal
to the total number of Open Offer Shares available under the Open Offer less
an amount equal to a Qualifying Shareholder's Basic Entitlement, as more fully
set out in the Circular
"Excess CREST Open Offer Entitlements" in respect of each Qualifying CREST Shareholder who has taken up his or her
Basic Entitlement in full, the entitlement to apply for Open Offer Shares in
addition to his or her Basic Entitlement credited to his or her stock account
in CREST, pursuant to the Excess Application Facility, which may be subject to
scaling back in accordance with the provisions of the Circular
"Excess Open Offer Entitlements" in respect of each Qualifying Shareholder, the entitlement (in addition to his
or her Open Offer Entitlement) to apply for Open Offer Shares pursuant to the
Excess Application Facility, which is conditional on him or her taking up his
or her Open Offer Entitlement in full and which may be subject to scaling back
in accordance with the provisions of the Circular
"Excess Shares" Open Offer Shares which are not taken up by Qualifying Shareholders pursuant
to their Basic Entitlement and which are offered to Qualifying Shareholders
under the Excess Application Facility
"Existing Ordinary Shares" the issued share capital of the Company as at the Latest Practicable Date,
being 260,580,547 Ordinary Shares
"FCA" the Financial Conduct Authority
"First Admission" admission of the Placing Shares and the Subscription Shares to trading on AIM
becoming effective in accordance with Rule 6 of the AIM Rules which is
expected to take place at 8.00 a.m. on 11 June 2024
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" the Placing, the Subscription and the Open Offer
"FY23" the Company's financial year ended 31 December 2023
"FY24" the Company's financial year ended 31 December 2024
"Group" the Company, its subsidiaries and its subsidiary undertakings
"Issue Price" 15 pence per New Ordinary Share
"JerseyCo" Project Major Limited, a new Jersey-incorporated subsidiary of the Company
which has its registered office at 22 Grenville Street, St Helier, JE4 8PX and
registered company number is 154531
"JerseyCo Subscriber" Berenberg
"JerseyCo Subscriber Shares" 11 ordinary shares of no par value in the capital of JerseyCo and 100 fixed
rate redeemable preference shares of no par value in the capital of JerseyCo
"Joint Bookrunners" Berenberg and Beech Hill
"Latest Practicable Date" 4 June 2024
"London Stock Exchange" London Stock Exchange plc
"Material Adverse Change" a material adverse change in or affecting, or any development reasonably
likely to result in a material adverse change in or affecting, the condition
(financial, operational, legal, or otherwise) or the earnings, management,
results of operations, business affairs, solvency, credit rating or prospects
of the Group (taken as a whole), whether or not arising in the ordinary course
of business and whether or not foreseeable at the date of the Placing and Open
Offer Agreement
"New Ordinary Shares" the Placing Shares, the Subscription Shares and the Open Offer Shares
"Open Offer" the invitation to Qualifying Shareholders to subscribe for the Open Offer
Shares at the Issue Price on the terms and subject to the conditions set out
in the Circular and, in the case of Qualifying Non-CREST Shareholders only,
the Application Form
"Open Offer Entitlement(s)" the pro rata entitlement of Qualifying Shareholders to subscribe for Open
Offer Shares, on and subject to the terms of the Open Offer (and, for the
avoidance of doubt, references to "Open Offer Entitlements" include Basic
Entitlements and Excess Open Offer Entitlements)
"Open Offer Shares" up to 13,714,641 new Ordinary Shares for which Qualifying Shareholders are
being invited to apply, to be issued pursuant to the terms of the Open Offer
"Ordinary Shares" the ordinary shares of 10 pence each in the capital of the Company and
"Ordinary Share" shall be construed accordingly
"Overseas Shareholders" Shareholders with a registered address in or who are located or resident in
the United States or who have a registered address in or who are located
and/or resident in or are a citizen of a Restricted Jurisdiction
"Participant ID" the identification code or membership number used in CREST to identify a
particular CREST Member or other CREST Participant
"Placees" persons to be procured by the Joint Bookrunners to subscribe for Placing
Shares pursuant to the Placing and Open Offer Agreement
"Placing" the placing of the Placing Shares by the Joint Bookrunners pursuant to the
Placing and Open Offer Agreement
"Placing and Open Offer Agreement" the placing and open offer agreement dated 5 June 2024 entered into between
the Company, Berenberg and Beech Hill relating to the Fundraising
"Placing Shares" the new Ordinary Shares proposed to be issued by the Company pursuant to the
Placing
"Pricing Announcement" the announcement in the agreed form giving details of the Issue Price and the
number of Placing Shares and Subscription Shares
"QIB" a "qualified institutional buyer" as defined in Rule 144A of the Securities
Act
"Qualifying CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in uncertificated form in
CREST at the Record Date
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in certificated form at the
Record Date
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company
at the Record Date and who are eligible to be offered Open Offer Shares under
the Open Offer in accordance with the terms and conditions set out in the
Circular
"Record Date" 6.00 p.m. on 4 June 2024
"Registrars" or "Receiving Agent" Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL
"Regulation S" Regulation S promulgated under the Securities Act
"Regulatory Information Service" a Regulatory Information Service within the meaning given in the AIM Rules
"Restricted Jurisdiction" each and any of Australia, Canada, Japan and the Republic of South Africa
"Second Admission" admission of the Open Offer Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules which is expected to take place at
8.00 a.m. on 24 June 2024
"Securities Act" the US Securities Act of 1933, as amended
"Settlement Bank" Berenberg
"Shareholders" holders of Ordinary Shares
"Specified Event" an event occurring or matter arising on or after the date of the Placing and
Open Offer Agreement and before First Admission or Second Admission (as
relevant) which, if it had occurred or arisen at the time the Warranties were
given on the date of the Placing and Open Offer Agreement would have rendered
any of the Warranties untrue, inaccurate or misleading
"Subscribers" certain existing Shareholders
"Subscription and Transfer Agreements" (i) the subscription and transfer agreements dated 5 June 2024 between the
Company, JerseyCo and the JerseyCo Subscriber in respect of the JerseyCo
Shares and (ii) the put and call option agreement dated 5 June 2024 between
the JerseyCo Subscriber, the Company and JerseyCo in respect of the JerseyCo
Subscriber Shares
"Subscriptions" the proposed subscriptions for the Subscription Shares by Subscribers at the
Issue Price pursuant to the Subscription Letters
"Subscription Letters" the letter agreements dated 4 June 2024 between the Company and each of the
Subscribers relating to the Subscription Shares
"Subscription Shares" the 25,000,002 new Ordinary Shares to be issued pursuant to the Subscriptions
"subsidiaries" and "subsidiary undertakings" have the meaning set out in section 1162 of the Act
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US Investor Representation Letter" an investor representation letter to be executed by invited Placees that are
QIBs
"Terms of Placing" the terms of placing to be executed by the Company and the Joint Bookrunners
at the time of pricing of the Placing substantially in the form set out in the
Placing and Open Offer Agreement
"U.S." the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
"Warranties" the representations and warranties given pursuant to, and contained in, the
Placing and Open Offer Agreement
"£" and "p" pounds and pence sterling, respectively, the lawful currency of the United
Kingdom
APPENDIX 4
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK
QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ANGLE
PLC (THE "COMPANY").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
The New Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold in or into the United States except pursuant to an exemption
from the registration requirements of the Securities Act. Accordingly, the New
Ordinary Shares will be offered and sold only (i) outside of the United States
in "offshore transactions" (as such term is defined in Regulation S under the
Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in
accordance with applicable laws; and (ii) in the case of the Placing Shares
only, in the United States to persons that are "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act) ("QIB") and that
have executed and delivered to the Company and the Joint Bookrunners a US
Investor Representation Letter substantially in the form provided to it, in
each case, pursuant to an exemption from registration under the Securities
Act. No public offering of the New Ordinary Shares will be made in the United
States or elsewhere.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or South Africa or any jurisdiction in which
such release, publication or distribution is unlawful (each a "Restricted
Jurisdiction"). The distribution of this Announcement, the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company or by Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg" or the "Global Co-ordinator") and
Beech Hill Securities, Inc. ("Beech Hill" and together with Berenberg, the
"Joint Bookrunners") or any of their respective Affiliates or any of its or
their respective agents, directors, officers or employees (collectively
"Representatives") which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. Persons
(including, without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, any such restrictions.
This Announcement does not itself constitute or form part of an offer to sell
or issue or the solicitation of an offer to buy or acquire securities referred
to herein in any Restricted Jurisdiction or any jurisdiction where such offer
or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
from the requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Jurisdiction or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Jurisdiction .
None of the Company, the Joint Bookrunners or any of their respective
Affiliates or its or their respective Representatives makes any representation
or warranty, express or implied to any Placees regarding any investment in the
securities referred to in this Announcement under the laws applicable to such
Placees.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Joint Bookrunner or any of its Affiliates or its or their
respective Representatives as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any party or its advisers, and any
liability therefore is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to acquire Placing Shares, including any individuals, funds or others on whose
behalf a commitment to acquire Placing Shares is given (the "Placees") will be
deemed (i) to have read and understood this Announcement, including this
Appendix, in its entirety; (ii) to be participating and making such offer on
the terms and conditions contained in this Appendix; and (iii) to be providing
(and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
it is a Relevant Person and undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
if it is in a member state of the EEA, it is a Qualified Investor;
if it is in the United Kingdom, it is a UK Qualified Investor;
it is acquiring Placing Shares for its own account or is acquiring Placing
Shares for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the representations,
warranties, indemnities, acknowledgments, undertakings and agreements
contained in this Announcement;
if it is a financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i)
the Placing Shares 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 a member state of the EEA other than
Qualified Investors, or persons in the United Kingdom other than UK Qualified
Investors or in circumstances in which the prior consent of the Joint
Bookrunners has been given to each proposed offer or resale; or (ii) where the
Placing Shares have been acquired by it on behalf of persons in a member state
of the EEA other than Qualified Investors, or in the United Kingdom other than
UK Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable) as having been made to such persons; and
the Company and the Joint Bookrunners will rely upon the truth and accuracy
of, and compliance with, the foregoing representations, undertakings,
warranties, agreements and acknowledgements. Each Placee hereby agrees with
the Joint Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if any Joint
Bookrunner confirms to such Placee its allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuilding Process
Following this Announcement, the Joint Bookrunners will today commence the
bookbuilding process to determine demand for participation in the Placing by
Placees (the "Bookbuilding Process"). No commissions will be paid to Placees
or by Placees in respect of any Placing Shares. The book will open with
immediate effect. Members of the public are not entitled to participate in the
Placing. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuilding Process as they may, in their
sole discretion, determine.
Details of the Placing and Open Offer Agreement and of the Placing Shares
Berenberg is acting as global coordinator and Berenberg and Beech Hill are
acting as joint bookrunners in connection with the Placing. Berenberg is
acting as the Settlement Bank. The Joint Bookrunners are not acting for the
Company with respect to the Open Offer or the Subscription.
The Joint Bookrunners have today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions set out
therein, each Joint Bookrunner has agreed, as agent for and on behalf of the
Company, to use its reasonable endeavours to procure Placees for the Placing
Shares in such number to be determined following completion of the
Bookbuilding Process and as set out in the Placing Agreement. The final number
of Placing Shares will be determined by the Company and the Global
Co-ordinator at the close of the Bookbuilding Process and will be set out in
the executed Terms of Placing. The timing of the closing of the book and
allocations will be agreed between the Global Co-ordinator and the Company (to
the extent permitted by applicable law and subject to the agreed principles of
allocation). Details of the number of Placing Shares will be announced as soon
as practicable after the close of the Bookbuilding Process.
Subject to the execution of the Terms of Placing, each Joint Bookrunner has
severally (and not jointly nor jointly and severally) agreed with the Company,
to the extent that Placees fail to take up Placing Shares which they have
agreed to acquire, to take up such Placing Shares itself at the Issue Price on
the Closing Date in its agreed proportion.
The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the Closing Date. The New
Ordinary Shares will be issued free of any encumbrances, liens or other
security interests.
The Placing will be effected by way of a placing of new Ordinary Shares in the
Company for non-cash consideration. The JerseyCo Subscriber will subscribe for
ordinary shares and redeemable preference shares in JerseyCo, a Jersey
incorporated wholly owned subsidiary of the Company, for an amount
approximately equal to the net proceeds of the Placing. The Company will allot
and issue the Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and redeemable
preference shares in JerseyCo that will be issued to the JerseyCo Subscriber.
Applications for admission to trading
Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for admission of the Placing Shares and Subscription Shares to
trading on AIM ("First Admission"). It is expected that First Admission will
become effective at 8.00 a.m. (London time) on 11 June 2024 or such later time
and date (being not later than 8.00 a.m. (London time) on 25 June 2024) as the
Global Co-ordinator and the Company may agree.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
2. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by a Joint Bookrunner. Each
Joint Bookrunner and its Affiliates are entitled to enter bids in the
Bookbuilding Process as principal.
3. The Bookbuilding Process, if successful, will establish the
aggregate proceeds to be raised through the Placing as agreed between the
Global Co-ordinator and the Company. The number of Placing Shares will be
announced on a Regulatory Information Service following the completion of the
Bookbuilding Process (the "Pricing Announcement").
4. To bid in the Bookbuilding Process, prospective Placees should
communicate their bid by telephone or in writing to their usual sales contact
at one of the Joint Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire at the Issue Price. Bids
may be scaled down by the Global Coordinators on the basis referred to in
paragraph 8 below.
5. A bid in the Bookbuilding Process will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent of the
relevant Joint Bookrunner, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee's obligations will be
owed to the Company and each Joint Bookrunner. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to each Joint
Bookrunner, to pay to the Joint Bookrunners (or as the Joint Bookrunners may
direct) as agents for the Company in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares that such Placee
has agreed to acquire and the Company has agreed to allot and issue to that
Placee.
6. The Bookbuilding Process is expected to close no later than 5.00
p.m. (London time) on 5 June 2024, but may be closed earlier or later at the
discretion of the Global Co-ordinator. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuilding Process
has closed.
7. Each Placee's allocation will be agreed between the Global
Co-ordinator and the Company (to the extent permitted by applicable law and
subject to the agreed principles of allocation) and will be confirmed to
Placees orally or in writing by the relevant Joint Bookrunner following the
close of the Bookbuilding Process and a trade confirmation will be dispatched
as soon as possible thereafter. That oral or written confirmation (at the
Joint Bookrunner's discretion) to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee) in favour of the Joint Bookrunners and the Company, under which such
Placee agrees to acquire the number of Placing Shares allocated to it and to
pay the Issue Price for each such Placing Share on the terms and conditions
set out in this Appendix and in accordance with the Company's constitutional
documents.
8. The Global Co-ordinator will, in effecting the Placing, agree with
the Company the identity of the Placees and the basis of allocation of the
Placing Shares. Subject to paragraphs 4 and 5 above, the Global Co-ordinator
may choose to accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale down any
bids for this purpose on such basis as they may determine. The Global
Co-ordinator may, notwithstanding paragraphs 4 and 5 above, and subject to the
prior consent of the Company, (i) allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that time; and
(ii) allocate Placing Shares after the Bookbuilding Process has closed to any
person submitting a bid after that time. The acceptance of bids shall be at
the absolute discretion of the Global Co-ordinator. The Company reserves the
right (upon agreement with the Global Co-ordinator) to reduce or seek to
increase the amount to be raised pursuant to the Placing.
9. The allocation of Placing Shares to Placees located in the United
States shall be conditional on the delivery by each Placee of a US Investor
Representation Letter substantially in the form provided to it.
10. Except as required by law or regulation, no press release or other
announcement will be made by any Joint Bookrunner or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and settlement".
All obligations under the Bookbuilding Process and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Termination of the Placing Agreement".
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by a Joint
Bookrunner.
To the fullest extent permissible by law, no Joint Bookrunner nor any of its
Affiliates nor any of its or their respective Representatives shall have any
responsibility or liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of the
Company, the Joint Bookrunners nor any of their respective Affiliates nor any
of their respective Representatives shall have any responsibility or liability
(including to the fullest extent permissible by law, any fiduciary duties) in
respect of the Joint Bookrunners' conduct of the Bookbuilding Process or of
such alternative method of effecting the Placing as the Joint Bookrunners and
their respective Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing and Open Offer Agreement becoming
unconditional and not having been terminated in accordance with its terms. The
obligations of the Joint Bookrunners under the Placing and Open Offer
Agreement are conditional on certain conditions including, amongst other
things:
(a) the Terms of Placing having been executed and delivered by the Company
and the Joint Bookrunners by no later than 7.00 a.m. (London time) on the
Business Day immediately following the date of this Announcement (or such
later time and date as the Company and the Global Co-ordinator may agree in
writing);
(b) the publication by the Company of the Pricing Announcement through a
Regulatory Information Service as soon as reasonably practicable following the
execution of the Terms of Placing;
(c) neither the Company nor JerseyCo being in breach of any of their
respective obligations and undertakings under the Placing Agreement or the
Subscription and Transfer Agreements which fall to be performed or satisfied
prior to First Admission;
(d) each of the Warranties being true, accurate and not misleading: (i) as
at the date of the Placing Agreement; (ii) as at the time of the execution of
the Terms of Placing; and (iii) as at and on First Admission, in each case, as
though they had been given and made at such times and on such dates by
reference to the facts and circumstances from time to time subsisting;
(e) in the opinion of the Global Co-ordinator (acting in good faith), no
Specified Event having occurred;
(f) no matter having arisen in respect of which indemnification or
contribution may be sought from the Company by any indemnified person under
the Placing and Open Offer Agreement;
(g) in the opinion of the Global Co-ordinator (acting good faith), there
not having been any Material Adverse Change at any time prior to First
Admission (whether or not foreseeable at the date of the Placing and Open
Offer Agreement);
(h) certain documents referred to in the Placing and Open Offer Agreement
having been delivered in accordance with and at the times specified in
accordance with the Placing and Open Offer Agreement;
(i) the Company having allotted, subject only to First Admission, the
Placing Shares and Subscription Shares in accordance with the Placing and Open
Offer Agreement;
(j) (i) each Subscription Letter remaining in full force and effect, not
having lapsed or been terminated or amended in accordance with its terms prior
to First Admission; (ii) no condition to which any Subscription Letter is
subject having become incapable of satisfaction and not having been waived
prior to First Admission; and (iii) no event having arisen prior to First
Admission which gives a party thereto a right to terminate any Subscription
Letter, save, in each case, in circumstances where the parties agree in the
Terms of Placing that no Subscription Shares will be issued;
(k) (i) each of the Subscription and Transfer Agreements remaining in full
force and effect, not having lapsed or been terminated or amended in
accordance with its terms prior to First Admission; (ii) no condition to which
the either agreement is subject having become incapable of satisfaction and
not having been waived prior to First Admission (save for the condition in
each agreement relating to First Admission); and (iii) no event having arisen
prior to First Admission which gives a party thereto a right to terminate
either agreement;
(l) First Admission occurring no later than 8.00am on the Closing Date
(or such later time and/or date as the Global Co-ordinator and the Company may
agree in writing, being not later than 8.00 a.m. on 25 June 2024),
(all conditions to the obligations of the Joint Bookrunners included in the
Placing and Open Offer Agreement being together, the "Conditions").
If: (i) any of the Conditions are not fulfilled or, where permitted, waived or
extended by the Global Co-ordinator in accordance with the Placing and Open
Offer Agreement; or (ii) the Placing and Open Offer Agreement is terminated in
the circumstances specified below, the Placing will lapse and the Placees'
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
or on behalf of the Placee (or any person on whose behalf the Placing is
acting) in respect thereof.
No Joint Bookrunner nor any of its Affiliates or its or their respective
Representatives shall have any liability or responsibility to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it or another person may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
nor for any decision it 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 the
Global Co-ordinator. Placees will have no rights against the Joint
Bookrunners, the Company or any of their respective Affiliates under the
Placing and Open Offer Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999, as amended or otherwise.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations hereunder terminate only in the circumstances described
above and under "Termination of the Placing Agreement" below, and will not be
capable of rescission or termination by the Placee.
Termination of the Placing Agreement
The Global Co-ordinator may, after consultation with the Company to the extent
reasonably practicable, in its absolute discretion, terminate the Placing and
Open Offer Agreement in accordance with its terms in certain circumstances,
including, amongst other things if at any time prior to First Admission:
(a) any statement in any document or announcement issued or published by
or on behalf of the Company in connection with the Placing or Open Offer is or
has become untrue or inaccurate in any material respect or misleading in any
respect, or any matter has arisen which would, if such document or
announcement had been issued at that time, constitute a material inaccuracy or
omission from such document or announcement;
(b) there has been a breach by the Company any of its obligations under
the Placing Agreement or the Subscription and Transfer Agreements save for any
breach which is, in the opinion of the Global Co-ordinator (acting in good
faith), not material;
(c) there has been a breach by the Company of any of Warranties or any of
such Warranties is not, or has ceased to be, true, accurate and not
misleading;
(d) in the opinion of the Global Co-ordinator (acting in good faith) a
Specified Event has occurred;
(e) there has been a breach by JerseyCo of any of its obligations under
the Subscription and Transfer Agreements save for any breach which is, in the
opinion of the Global Co-ordinator (acting in good faith), not material;
(f) there has been a breach of any provision of any Subscription Letter,
the Circular or the Application Form or a waiver of any condition thereto, in
each case, by the Company save for any breach which is, in the opinion of the
Global Co-ordinator (acting in good faith), not material;
(g) in the opinion of the Global Co-ordinator (acting in good faith),
there has been a Material Adverse Change;
(h) there has occurred, or in the opinion of the Global Co-ordinator
(acting in good faith) it is reasonably likely that there will occur:
(1) any material adverse change in the financial markets in the United
Kingdom, any member state of the EEA, the United States or the international
financial markets, any outbreak or escalation of hostilities or war, act of
terrorism, declaration of emergency or martial law or other calamity or crisis
or event or any change or development involving a prospective change in
national or international political, financial, economic, monetary or market
conditions or currency exchange rates or controls;
(2) a suspension of, or occurrence of material limitations to, trading in
any securities of the Company by the London Stock Exchange or any other
exchange or over-the-counter market, or of trading generally on the London
Stock Exchange, the New York Stock Exchange, the NASDAQ National Market or any
over-the-counter market, or minimum or maximum prices for trading having been
fixed, or maximum ranges for prices of securities having been required, by any
of such exchanges or by such system or by order of the FCA, the London Stock
Exchange, the SEC, the Financial Industry Regulatory Authority, Inc. or any
other Agency, or a material disruption in commercial banking or securities
settlement or clearance services in the United Kingdom, any member state of
the EEA or the United States;
(3) a declaration of a banking moratorium by the United Kingdom, any
member state of the EEA, the United States or New York authorities; or
(4) any actual or prospective adverse change or development in United
Kingdom, United States or Jersey taxation materially affecting any Group
company, the New Ordinary Shares or the JerseyCo Subscriber Shares, or the
transfer thereof,
where the effect, in each case, is such that (either singly or together with
any other event referred to in this paragraph (h)), in the opinion of the
Global Co-ordinator (acting in good faith), it is inadvisable or impracticable
to market the New Ordinary Shares or to enforce contracts for the sale of the
New Ordinary Shares; or
(i) the Company's application for First Admission is withdrawn or
refused by the London Stock Exchange or, in the opinion of the Global
Co-ordinator (acting in good faith), will not be granted.
If the Placing and Open Offer 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 and no
claim may be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise or non-exercise by the Global Co-ordinator
of any right of termination or other right or other discretion under the
Placing and Open Offer Agreement shall be within the absolute discretion of
the Global Co-ordinator or for agreement between the Company and the Global
Co-ordinator (as the case may be) and that neither the Company nor the Global
Co-ordinator need make any reference to, or consult with, Placees and that
none of the Company, the Joint Bookrunners nor any of their respective
Affiliates or its or their respective Representatives shall have any liability
to Placees whatsoever in connection with any such exercise or failure to so
exercise or otherwise.
No prospectus
No prospectus, offering memorandum, offering document or admission document
has been or will be prepared or submitted to be approved by the FCA or the
London Stock Exchange (or any other authority) in relation to the Placing or
First Admission and no such prospectus is required (in accordance with the UK
Prospectus Regulation or otherwise) to be published in the United Kingdom or
any equivalent jurisdiction.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any Exchange Information (as defined below)
and subject to the further terms set forth in the electronic trade
confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information previously
and simultaneously released by or on behalf of the Company is exclusively the
responsibility of the Company and has not been independently verified by the
Joint Bookrunners. Each Placee, by accepting a participation in the Placing,
further confirms to the Company and each Joint Bookrunner that it has neither
received nor relied on any other information, representation, warranty or
statement made by or on behalf of the Company (other than publicly available
information) or any Joint Bookrunner or its Affiliates or any other person and
none of the Company, the Joint Bookrunners nor any of their respective
Affiliates or its or their respective Representatives nor any other person
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall exclude or limit
the liability of any person for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing and Open Offer Agreement and the date which is 120 calendar days
after Second Admission, it will not, without the prior written consent of the
Global Co-ordinator, enter into certain transactions involving or relating to
the Ordinary Shares, subject to certain customary carve-outs agreed between
the Global Co-ordinator and the Company.
By participating in the Placing, Placees agree that the exercise by the Global
Co-ordinator of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the
Global Co-ordinator and that they need not make any reference to, or consult
with, Placees and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0034330679)
following First Admission will take place within the CREST system, subject to
certain exceptions. The Company and the Joint Bookrunners reserve the right to
require settlement for, and delivery of, the Placing Shares to Placees by such
other means that they deem necessary, including in certificated form, if
delivery or settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the relevant
Joint Bookrunner or as otherwise as such Joint Bookrunner may direct.
The Company will deliver the Placing Shares to a CREST account operated by the
Settlement Bank as agent for and on behalf of the Company and the Settlement
Bank will enter its delivery (DEL) instruction into the CREST system. The
Settlement Bank will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will be on 11 June 2024 on a T+2 basis and on a
delivery versus payment basis in accordance with the instructions given to the
Joint Bookrunners.
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
LIBOR as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the
relevant Placee shall be deemed hereby to have irrevocably and unconditionally
appointed the Joint Bookrunners, or any nominee of any Joint Bookrunner as its
agent to use its reasonable endeavours to sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain from the
proceeds an amount equal to the aggregate amount owed by the Placee plus any
interest due thereon. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) which may arise upon the sale
of such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on each Joint Bookrunner all such
authorities and powers necessary to carry out any such transaction and agrees
to ratify and confirm all actions which each Joint Bookrunner lawfully takes
on such Placee's behalf. Each Placee agrees that each Joint Bookrunners'
rights and benefits under this paragraph may be assigned in that Joint
Bookrunner's discretion.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic trade confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in
which any other stamp duty or stamp duty reserve tax (and/or any interest,
fines or penalties relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the avoidance of
doubt if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing Shares), no
Joint Bookrunner nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (before itself and for any person on behalf of which it is
acting) with each Joint Bookrunner (in their capacity as joint bookrunner and
as placing agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the Bookbuilding
Process and the Placing and its acquisition of Placing Shares is subject to
and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with First Admission, the Bookbuilding
Process, the Placing, the Company, the Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or admission
document has been or will be prepared in connection with the Placing or is
required under the EU Prospectus Regulation or the UK Prospectus Regulation
and it has not received and will not receive a prospectus, offering
memorandum, admission document or other offering document in connection with
the Bookbuilding Process, the Placing, First Admission or the Placing Shares;
3. (i) it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement (including this
Appendix) and any information publicly announced to a Regulatory Information
Service by or on behalf of the Company on or prior to the date of this
Announcement; (ii) the 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 UK Market Abuse Regulation and rules and
regulations of the London Stock Exchange (including the AIM Rules)
(collectively and together with the information referred to in (i) above, the
"Exchange Information") which includes a description of the Company's business
and the Company's most recent balance sheet and profit and loss account, and
similar statements for preceding financial years, and that it has reviewed
such Exchange Information and that it is able to obtain or access such
information, or comparable information concerning any other publicly traded
company, in each case without undue difficulty; and (iii) it has had access to
such financial and other information concerning the Company, the Placing and
the Placing Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has satisfied
itself that the information is still current and has relied on that
investigation for the purposes of its decision to participate in the Placing;
4. none of the Company nor any of the Joint Bookrunners nor any of
their respective Affiliates or its or their respective Representatives nor any
person acting on behalf of any of them has provided, and none of them will
provide, it with any material or information regarding the Placing Shares, the
Bookbuilding Process, the Placing or the Company or any other person other
than this Announcement, nor has it requested the Company, any Joint
Bookrunner, any of their respective Affiliates or its or their respective
Representatives or any person acting on behalf of any of them to provide it
with any such material or information;
5. unless otherwise specifically agreed with the Joint Bookrunners, it
and any person on behalf of which it is participating is not, and at the time
the Placing Shares are acquired, neither it nor the beneficial owner of the
Placing Shares will be, a resident of a Restricted Jurisdiction or any other
jurisdiction in which it is unlawful to make or accept an offer to acquire the
Placing Shares;
6. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that no Joint Bookrunner nor
any of its Affiliates or its or their respective Representatives nor any
person acting on behalf of any of them have made any representations to it,
express or implied, with respect to the Company, the Bookbuilding Process, the
Placing and the Placing Shares or the truth, accuracy, completeness or
adequacy of this Announcement or the Exchange Information, nor has or shall
have any responsibility or liability for any information, representation or
statement contained in this Announcement or any information previously or
simultaneously published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the Company or
otherwise. Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent misrepresentation made by
that person;
7. the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to acquire the Placing Shares is
contained in this Announcement and any Exchange Information, that it has
received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by the Company,
any Joint Bookrunner or any of their respective Affiliates or its or their
respective Representatives or any person acting on behalf of any of them and
neither the Company, any Joint Bookrunner nor any of their respective
Affiliates or its or their respective Representatives will be liable for any
Placee's decision to accept an invitation to participate in the Placing based
on any other information, representation, warranty or statement;
8. it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the Company in
deciding to participate in the Placing;
9. it has not relied on any information relating to the Company
contained in any research reports prepared by any Joint Bookrunner, any of its
Affiliates or any person acting on its or their behalf and understands that
(i) no Joint Bookrunner nor any of its Affiliates nor any person acting on its
or their behalf has or shall have any responsibility or liability for (x)
public information or any representation; or (y) any additional information
that has otherwise been made available to such Placee, whether at the date of
publication, the date of this Announcement or otherwise; and (ii) no Joint
Bookrunner nor any of its Affiliates nor any person acting on its or their
behalf makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
10. (i) the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services); (ii) it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability; and (iii) the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
11. that no action has been or will be taken by the Company, any Joint
Bookrunner or any person acting on behalf of the Company or any Joint
Bookrunner that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where any such
action for that purpose is required;
12. (i) it (and any person acting on its behalf) is entitled to acquire, the
Placing Shares under the laws of all relevant jurisdictions which apply to it;
(ii) it has paid or will pay any issue, transfer or other taxes due in
connection with its participation in any territory; (iii) it has fully
observed such laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities; (iv) it has not taken
any action or omitted to take any action which will or may result in the
Company, any Joint Bookrunner or any of their respective Affiliates or its or
their respective Representatives acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing; and (v) the
acquisition of the Placing Shares by it or any person acting on its behalf
will be in compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
13. it (and any person acting on its behalf) has all necessary capacity and
has obtained all necessary consents and authorities to enable it to commit to
its participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;
14. it has complied with its obligations under the Criminal Justice Act
1993, the UK Market Abuse Regulation, any delegating acts, implementing acts,
technical standards and guidelines, and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a request for
verification of identity, the relevant Joint Bookrunner has not received such
satisfactory evidence, such Joint Bookrunner may, in its absolute discretion,
terminate the Placee's Placing participation in which event all funds
delivered by the Placee to such Joint Bookrunner will be returned without
interest to the account of the drawee bank or CREST account from which they
were originally debited;
15. it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to each Joint
Bookrunner and the Company for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for
another person). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of any person
for whom it is acting;
16. it is a Relevant Person and undertakes that it will (as principal or
agent) acquire, hold, manage and (if applicable) dispose of any Placing Shares
that are allocated to it for the purposes of its business only;
17. it understands that any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons, and further understands that this Announcement
must not be acted on or relied on by persons who are not Relevant Persons;
18. if it is in a member state of the EEA, it is a Qualified Investor;
19. if it is in the United Kingdom, it is a UK Qualified Investor;
20. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing
Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to persons in a member state of the EEA other than
Qualified Investors, or persons in the United Kingdom other than UK Qualified
Investors or in circumstances in which the prior consent of the Joint
Bookrunners has been given to each such proposed offer or resale; or (ii)
where the Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than Qualified Investors, or in the United
Kingdom other than UK Qualified Investors, the offer of those Placing Shares
to it is not treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
21. it and the prospective beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be either: (i) located outside
the United States and subscribing for the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S under the
Securities Act or (ii) a QIB;
22. the Placing Shares have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S;
23. it is acquiring the Placing Shares for investment purposes and is not
acquiring the Placing Shares with a view to, or for offer and sale in
connection with, any distribution thereof (within the meaning of the
Securities Act);
24. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentation or other materials
concerning the Placing (including electronic copies thereof), in or into the
United States or any Restricted Jurisdiction to any person and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
25. where it is acquiring the Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to make, and
does make, the acknowledgements, representations and agreements herein on
behalf of each such account;
26. if it is a pension fund or investment company, its acquisition of
Placing Shares is in full compliance with applicable laws and regulations;
27. it has not offered or sold and, prior to the expiry of a period of six
months from Admission, will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities involve them
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of its business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA;
28. any offer of Placing Shares may only be directed at persons in member
states of the EEA who are Qualified Investors and that it has not offered or
sold and will not offer or sell any Placing Shares to persons in the EEA prior
to Admission except to Qualified Investors or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the EU Prospectus
Regulation;
29. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to the Placing Shares in circumstances in which section 21(1) of the FSMA does
not require approval of the communication by an authorised person;
30. it has complied and will comply with all applicable laws (including, in
the United Kingdom, all relevant provisions of the FSMA and the Financial
Services Act 2012) with respect to anything done by it in relation to the
Placing Shares;
31. if it has received any "inside information" as defined in the UK Market
Abuse Regulation about the Company in advance of the Placing, it has not: (i)
dealt in the securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the UK Market Abuse
Regulation, prior to the information being made publicly available;
32. (i) it (and any person acting on its behalf) has the funds available to
pay for the Placing Shares it has agreed to acquire and it (and any person
acting on its behalf) will make payment for the Placing Shares allocated to it
in accordance with this Announcement on the due time and date set out herein
against delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other persons or sold as any Joint
Bookrunner (or its assignee) may in its discretion determine and without
liability to such Placee. It will, however, remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest, fines or penalties) due pursuant to the terms set
out or referred to in this Announcement which may arise upon the sale of such
Placee's Placing Shares on its behalf;
33. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
acquire, and that the Joint Bookrunners or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
34. no Joint Bookrunner nor any of its Affiliates or its or their respective
Representatives nor any person acting on behalf of any of them, is making any
recommendations to it or advising it regarding the suitability or merits of
any transactions it may enter into in connection with the Placing and
participation in the Placing is on the basis that it is not and will not be a
client of any Joint Bookrunner and no Joint Bookrunner has any duties or
responsibilities to it for providing the protections afforded to its clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in
the Placing and Open Offer Agreement nor for the exercise or performance of
any of any Joint Bookrunner's rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
35. the exercise by any Joint Bookrunner of any right or discretion under
the Placing and Open Offer Agreement shall be within the absolute discretion
of the Joint Bookrunners and the relevant Joint Bookrunner or the Joint
Bookrunners (acting jointly) (as the case may be) need not have any reference
to any Placee and shall have no liability to any Placee whatsoever in
connection with any decision to exercise or not to exercise any such right and
each Placee agrees that it has no rights against the Joint Bookrunners, the
Company or any of their respective Affiliates under the Placing and Open Offer
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise;
36. the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself; or (ii) its nominee, as the case may be. No Joint
Bookrunner, the Company nor any of their respective Affiliates will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar duties or taxes (together with any interest, fines or penalties)
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, each
Joint Bookrunner and their respective Affiliates and its and their respective
Representatives in respect of the same on an after-tax basis on the basis that
the Placing Shares will be allotted to the CREST stock account of the
Settlement Bank who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;
37. these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions (including any non-contractual
obligations arising out of or in connection with such agreements) shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any Joint Bookrunner or the Company in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
38. each of the Company, the Joint Bookrunners and their respective
Affiliates, its and their respective Representatives and others will rely upon
the truth and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are given to each
Joint Bookrunner on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each Joint Bookrunner and the
Company to produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
39. it will indemnify on an after-tax-basis and hold the Company, each Joint
Bookrunner and their respective Affiliates and its and their respective
Representatives and any person acting on behalf of any of them harmless from
any and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection with any
breach by it of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the provisions of
this Appendix shall survive after completion of the Placing;
40. it irrevocably appoints any director or authorised signatory of the
Joint Bookrunners as its agent for the purposes of executing and delivering to
the Company and/or its Registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares agreed
to be taken up by it under the Placing;
41. its commitment to acquire Placing Shares on the terms set out herein and
in any electric trade confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Joint
Bookrunners' conduct of the Placing;
42. in making any decision to acquire the Placing Shares: (i) it has
sufficient knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares; (ii) it is experienced in investing in
securities of a similar nature to the Ordinary Shares and in the sector in
which the Company operates and is aware that it may be required to bear, and
is able to bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing and has no need for liquidity
with respect to its investment in the Placing Shares; (iii) it has relied
solely on its own investigation, examination, due diligence and analysis of
the Company and its Affiliates taken as a whole, including the markets in
which the Group operates, and the terms of the Placing, including the merits
and risks involved, and not upon any view expressed or information provided by
or on behalf any Joint Bookrunner; (iv) it has had sufficient time and access
to information to consider and conduct its own investigation with respect to
the offer and purchase of the Placing Shares, including the legal, regulatory,
tax, business, currency and other economic and financial considerations
relevant to such investment and has so conducted its own investigation to the
extent it deems necessary to enable it to make an informed and intelligent
decision with respect to making an investment in the Placing Shares; (v) it is
aware and understands that an investment in the Placing Share involves a
considerable degree of risk; and (vi) it will not look to the Company, any
Joint Bookrunner, any of its Affiliates or their respective Representatives or
any person acting on behalf of any of them for all or part of any such loss or
losses it or they may suffer;
43. neither the Company nor any Joint Bookrunner owes any fiduciary or other
duties to it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing and Open Offer Agreement or these
terms and conditions;
44. in connection with the Placing, a Joint Bookrunner and any of its
Affiliates acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
a Joint Bookrunner or any of its Affiliates acting in such capacity. In
addition, a Joint Bookrunner or any of its Affiliates may enter into financing
arrangements and swaps with investors in connection with which such Joint
Bookrunner or any of its Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing Shares. No
Joint Bookrunner nor any of its Affiliates intends to disclose the extent of
any such investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so; and
45. a communication that the Placing or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the Placing and securities will be fully
distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right
to take up a portion of the securities in the Placing as a principal position
at any stage at its sole discretion, among other things, to take account of
the Company's objectives, UK MiFID II requirements and/or its allocation
policies.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of each of the Company
and each Joint Bookrunner (for their own benefit and, where relevant, the
benefit of their respective Affiliates and any person acting on their behalf)
and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor any Joint Bookrunner
will be responsible for any UK stamp duty or UK stamp duty reserve tax
(including any interest, fines and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Company nor any Joint Bookrunner are liable to
bear any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue, securities,
transfer, registration, capital, or documentary duties or taxes) ("transfer
taxes") that arise (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of Placing Shares)
or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of
the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect
of the person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer taxes
forthwith, and agrees to indemnify on an after-tax basis and hold each Joint
Bookrunner and/or the Company and their respective Affiliates (as the case may
be) harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, any Joint Bookrunner or their respective Affiliates or its or
their respective Representatives pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that each Joint Bookrunner and/or any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. Each Placee acknowledges and is aware that each Joint
Bookrunner is receiving a fee in connection with its role in respect of the
Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any
Joint Bookrunner any money held in an account with such Joint Bookrunner on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the rules and regulations of
the FCA made under the FSMA. The Placee acknowledges that the money will not
be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of that Joint Bookrunner.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to any
Joint Bookrunner.
The rights and remedies of each Joint Bookrunner and the Company under the
terms and conditions set out in this Appendix are in addition to any rights
and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to each Joint
Bookrunner: (a) if they are an individual, their nationality; or (b) if they
are a discretionary fund manager, the jurisdiction in which the funds are
managed or owned.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.
(#_ftnref1)
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