REG - Angle PLC - Results of Capital Raise

AngleAnnouncement

15/07/2022 07:00

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RNS Number : 5792S  Angle PLC  15 July 2022

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
 INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN,
 NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
 SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
 OFFER OF SECURITIES IN ANY JURISDICTION.

 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 For immediate release  15 July 2022

 

ANGLE plc (the "Company")

 

Results of Capital Raise

 

ANGLE plc (AIM:AGL), a world-leading liquid biopsy company, is pleased to
announce the successful completion of the placing of new ordinary shares of 10
pence each in the capital of the Company (the "Placing Shares") announced on
14 July 2022 (the "Placing") and the concurrent offer made by the Company for
retail investors to subscribe for new ordinary shares of 10 pence each in the
capital of the Company via the PrimaryBid platform (the "Retail Offer") to
raise aggregate gross proceeds of £20 million, together with a subscription
for new ordinary shares of 10 pence each in the capital of the Company (the
"Management Subscription Shares") by certain directors of the Company to raise
£130,000 (together the "Capital Raise"), in each case at a price of 80 pence
per share (the "Placing Price").

 

A total of 23,814,349 Placing Shares have been placed by Joh. Berenberg,
Gossler & Co. KG ("Berenberg"), Jefferies International Limited and
Jefferies GmbH (together "Jefferies") acting as Joint Global Co-ordinators,
Joint Bookrunners and Joint Brokers and Beech Hill Securities, Inc. ("Beech
Hill") acting as Joint Bookrunner (Berenberg, Jefferies and Beech Hill
together, the "Joint Bookrunners"), a total of 1,185,651 new ordinary shares
(the "Retail Offer Shares") have been subscribed for in the Retail Offer, and
Andrew Newland, CEO, and Ian Griffiths, CFO, have subscribed for 125,000
Management Subscription Shares and 37,500 Management Subscription Shares
respectively at the Placing Price.

 

In aggregate, the Placing Shares, Retail Offer Shares and Management
Subscription Shares (together, the "New Ordinary Shares") represent
approximately 10.7 per cent. of the issued share capital of the Company,
raising gross proceeds of £20.13 million for the Company.

 

The Placing Price represents a discount of 14.4 per cent. to the closing price
on 14 July 2022 (being the latest practicable time prior to announcement of
the Capital Raise).

 

Further Details of the Capital Raise

 

Application has been made for the New Ordinary Shares to be admitted to
trading on AIM. Admission and settlement is expected to take place at 8.00
a.m. on 19 July 2022. The Placing is conditional upon, among other things,
Admission becoming effective and the Placing Agreement becoming unconditional
and not being terminated in accordance with its terms prior to Admission. Each
of the Management Subscription and the Retail Offer are conditional upon the
Placing completing.

 

The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing ordinary shares of the Company,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue. The allotment
and issue of the New Ordinary Shares is within the existing authorities and
powers of the ANGLE Board of Directors.

 

Related Party Transactions

 

Andrew Newland and Ian Griffiths, both of which are directors and PDMRs of the
Company (and therefore related parties of the Company for the purpose of the
AIM Rules), have subscribed for an aggregate of 162,500 Management
Subscription Shares. The participation of Andrew Newland and Ian Griffiths in
the Capital Raise constitutes a related party transaction under Rule 13 of the
AIM Rules.

 

The independent directors of the Company (excluding Andrew Newland and Ian
Griffiths, as related parties) consider, having consulted with the Company's
nominated adviser, Berenberg, that the participation of Andrew Newland and Ian
Griffiths in the Management Subscription is fair and reasonable insofar as
Shareholders are concerned.

 

Total voting rights

 

Following Admission of the New Ordinary Shares, the Company will have a total
of 260,490,548 ordinary shares in issue. With effect from Admission, this
figure may be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in the Company, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.

 

Terms and definitions used in this announcement shall have the same meaning as
ascribed to them in the Company's announcement published yesterday regarding
the Capital Raise unless otherwise stated.

 

ANGLE Founder and Chief Executive, Andrew Newland, commented:

 

"We are pleased to have received support from both existing shareholders and
new investors for this capital raise despite the challenging market
conditions. The new funds will be used to capitalise on the momentum gained
following the ground-breaking FDA clearance of our Parsortix liquid biopsy
system in May this year. This was the first ever FDA product clearance to
harvest cancer cells from a patient blood sample for subsequent analysis and
offers the prospect of a new era of personalised cancer care. The new funding
will allow us to accelerate multiple pathways to commercialisation including
clinical use of the system in breast cancer, our growing pharma services
business and the establishment of new tests in ovarian and prostate cancer."

 

For further information:

 

 ANGLE plc                                                                   +44 (0) 1483 343434
 Andrew Newland, Chief Executive

 Ian Griffiths, Finance Director

 Andrew Holder, Head of Investor Relations

 Berenberg (NOMAD, Joint Global Coordinator, Joint Bookrunner & Joint
 Broker)

                                                                           +44 (0) 20 3207 7800
 Toby Flaux, Ciaran Walsh, Milo Bonser, Thomas Graham

 Jefferies (Joint Global Coordinator, Joint Bookrunner & Joint Broker)       +44 (0) 20 7029 8000

 Max Jones, Thomas Bective, Michael Gold, Shaam Vora

 Beech Hill (Joint Bookrunner)

 George Billington, Thomas Lawrence                                          +1 212 350 7200

 FTI Consulting                                                              +44 (0) 203 727 1000

 Simon Conway, Ciara Martin                                                  +1 212 850 5624

 Matthew Ventimiglia (US)

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK Market Abuse
Regulation. Upon the publication of this announcement via a regulatory
information service, this information is considered to be in the public
domain.

 

Notes for editors

 

About ANGLE plc

ANGLE is a world leading liquid biopsy company with sample-to-answer
solutions. ANGLE's proven patent protected platforms include a circulating
tumor cell (CTC) harvesting technology known as the Parsortix(®) system and a
downstream analysis system for cost effective, highly multiplexed analysis of
nucleic acids and proteins.

 

ANGLE's Parsortix(®) system is FDA cleared for its intended use in metastatic
breast cancer and is currently the first and only FDA cleared medical device
to harvest intact circulating cancer cells from blood.

 

Intended use

The Parsortix(®) PC1 system is an in vitro diagnostic device intended to
enrich circulating tumor cells (CTCs) from peripheral blood collected in
K(2)EDTA tubes from patients diagnosed with metastatic breast cancer. The
system employs a microfluidic chamber (a Parsortix cell separation cassette)
to capture cells of a certain size and deformability from the population of
cells present in blood. The cells retained in the cassette are harvested by
the Parsortix PC1 system for use in subsequent downstream assays. The end user
is responsible for the validation of any downstream assay. The standalone
device, as indicated, does not identify, enumerate or characterize CTCs and
cannot be used to make any diagnostic/prognostic claims for CTCs, including
monitoring indications or as an aid in any disease management and/or treatment
decisions.

 

The Parsortix system enables a liquid biopsy (a simple blood test) to be used
to provide the circulating metastatic breast cancer cells to the user in a
format suitable for multiple types of downstream analyses. The system is based
on a microfluidic device that captures cells based on a combination of their
size and compressibility. The system is epitope independent and can capture
all phenotypes of CTCs (epithelial, mesenchymal and EMTing CTCs) as well as
CTC clusters in a viable form (alive). CTCs harvested from the system enable a
complete picture of a cancer to be seen; as being an intact cell they allow
DNA, RNA and protein analysis as well as cytological and morphological
examination and may provide comparable analysis to a tissue biopsy in
metastatic breast cancer. Because CTC analysis is a non-invasive process,
unlike tissue biopsy, it can be repeated as often as needed. This is important
because cancer develops and changes over time and there is a clear medical
need for up-to-date information on the status of a patient's tumor. In
addition, the live CTCs harvested by the Parsortix system can be cultured,
which offers the potential for testing tumor response to drugs outside the
patient.

 

The Parsortix technology is the subject of 26 granted patents in Europe, the
United States, China, Australia, Canada, India, Japan and Mexico with three
extensive families of patents are being progressed worldwide.

 

In the United States, the Parsortix(®) PC1 system has received a Class II
Classification from FDA for use with metastatic breast cancer patients. FDA
clearance is seen as the global gold standard. ANGLE's Parsortix system is the
first ever FDA cleared system for harvesting CTCs for subsequent analysis.
ANGLE has applied the IVD CE Mark to the same system for the same intended use
in Europe.

 

ANGLE has also completed two separate 200 subject clinical studies under a
program designed to develop an ovarian cancer pelvic mass triage test, with
the results showing best in class accuracy (AUC-ROC) of 95.1%. The pelvic mass
triage assay has undergone further refinement and optimisation and a 200
patient clinical verification study has now completed enrolment.

 

ANGLE's technology for the multiplex evaluation of proteins and nucleic acids
of all types is called the HyCEAD(TM) platform and is based on a patented flow
through array technology. It provides for low cost, highly multiplexed, rapid
and sensitive capture of targets from a wide variety of sample types. A
proprietary chemistry approach (the HyCEAD method) allows for the capture and
amplification of over 100 biomarkers simultaneously in a single reaction. The
HyCEAD system is extremely sensitive and is ideal for measuring gene
expression and other markers directly from Parsortix harvests and was used in
the ovarian cancer pelvic mass triage test to achieve best in class accuracy
(AUC-ROC) of 95.1%.

 

ANGLE's proprietary technologies can be combined to provide automated,
sample-to-answer results in both centralised laboratory and point-of-use
cartridge formats.

 

ANGLE has established formal collaborations with world-class cancer centres
and major corporates such as Abbott, Philips and QIAGEN, and works closely
with leading CTC translational research customers. These Key Opinion Leaders
(KOLs) are working to identify applications with medical utility (clear
benefit to patients), and to secure clinical data that demonstrates that
utility in patient studies. The body of evidence as to the benefits of the
Parsortix system is growing rapidly from our own clinical studies in
metastatic breast cancer and ovarian cancer and also from KOLs with 63
peer-reviewed publications and numerous publicly available posters from 31
independent cancer centres, available on our website.

 

ANGLE has established clinical services laboratories in the UK and the United
States to accelerate commercialisation of the Parsortix system and act as
demonstrators to support product development. The laboratories offer services
globally to pharmaceutical and biotech customers for use of Parsortix in
cancer drug trials and, once the laboratories are accredited and tests
validated, will provide Laboratory Developed Tests (LDTs) for patient
management.

 

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan, New Zealand or the Republic of South Africa or any other jurisdiction
in which the same would be unlawful. No public offering of the Offer Shares is
being made in any such jurisdiction.

 

No action has been taken by the Company, Joh. Berenberg, Gossler & Co. KG,
London Branch ("Berenberg"), Jefferies International Limited ("JIL"),
Jefferies GmbH ("JEG", and together with JIL, "Jefferies") or Beech Hill
Securities, Inc. ("Beech Hill" and together with Berenberg and Jefferies, 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 Offer Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such Offer 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.

 

The Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Offer 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 who are "qualified institutional buyers" (as defined
in Rule 144A under the Securities Act) ("QIBs") and who have executed and
delivered to the Company and the Joint Bookrunners a US Investor Letter
substantially in the form provided to it, in each case, pursuant to an
exemption from, or in a transaction not subject to, registration under the
Securities Act. No public offering of the Offer Shares will be made in the
United States or elsewhere.

 

The Capital Raise has not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission in the United States
or any US regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing, or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.

 

This Announcement has not been approved by the London Stock Exchange, 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 Offer Shares and the Offer 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 Offer 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.

 

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. JIL is authorised and regulated
in the United Kingdom by the FCA. JEG is authorised and regulated in Germany
by the Bundesanstalt für Finanzdienstleistungsaufsicht. 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 Offer 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 to which section 21(1)
of the Financial Services and Markets Act 2000, as amended, does not apply.

The Offer Shares to be issued or sold pursuant to the Capital Raise 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.

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