REG - Avacta Group PLC - Conditional Placing to Raise up to £22.0 Million <Origin Href="QuoteRef">AVTG.L</Origin> - Part 2

AvactaAnnouncement

16/07/2015 15:24

- Part 2: For the preceding part double click  ID:nRSO0675Ta 

require
that their consent be obtained with respect to the Company's conduct of the
Placing; 
 
34.       acknowledges that Numis, WGP or any of their respective 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 and may offer or sell such shares other than in connection with the
Placing; 
 
35.       represents and warrants that, if it is a pension fund or investment
company, its purchase of Placing Shares is in full compliance with all
applicable laws and regulation; and 
 
36.       to the fullest extent permitted by law, it acknowledges and agrees
to the disclaimers contained in the Announcement including this Appendix. 
 
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to the Joint Brokers and the Company and are
irrevocable and shall not be capable of termination in any circumstances. 
 
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Joint Brokers will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Brokers in the
event that any of the Company, Numis and/or WGP has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Joint Brokers
accordingly. 
 
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither Numis nor WGP owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Numis, WGP or any of their respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. 
 
When a Placee or person acting on behalf of the Placee is dealing with Numis
or WGP, any money held in an account with Numis 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 Numis' money in accordance with the client money
rules and will be used by Numis in the course of its own business and the
Placee will rank only as a general creditor of Numis. 
 
All times and dates in this Announcement may be subject to amendment. Numis
and/or WGP shall notify the Placees and any person acting on behalf of the
Placees of any changes. 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
DEFINITIONS 
 
In this Appendix to the Announcement and, as the context shall admit, in the
Announcement: 
 
'Act' means the Companies Act 2006, as amended from time to time; 
 
'Admission' means the admission of the Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules for Companies; 
 
'AIM' means the market of that name operated by the London Stock Exchange; 
 
'AIM Rules for Companies' means the provisions of the London Stock Exchange
AIM Rules for Companies as amended from time to time governing, inter alia,
admission to AIM and the continuing obligations of AIM companies; 
 
'Announcement' means this announcement (including the appendix to this
announcement); 
 
'Business Day' means any day on which banks are generally open in England and
Wales for the transaction of business, other than a Saturday, Sunday or public
holiday; 
 
'Company' means Avacta Group plc; 
 
'Circular' means the circular to be issued by the Company to the holders of
Ordinary Shares containing, inter alia, further details of the Placing and the
Notice of General Meeting; 
 
'CREST' means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & Ireland Limited is the Operator (as defined in
the CREST Regulations); 
 
'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI
2001/3755) as amended from time to time; 
 
'Directors' or 'Board' means the directors of the Company as at the date of
this Announcement; 
 
'Enlarged Share Capital' means the issued ordinary share capital of the
Company as it will be immediately following completion of the Placing
(assuming no further Ordinary Shares are issued following the date of this
Announcement and prior to completion of the Placing and that the Placing is
fully subscribed); 
 
'Existing Shares' means 4,979,399,550 Ordinary Shares in issue at the date of
this Announcement; 
 
'FCA' means the Financial Conduct Authority of the United Kingdom; 
 
'FSMA' means the Financial Services and Markets Act 2000 (as amended); 
 
'General Meeting' means the general meeting of the Company to be convened at
9.30 a.m. on 31 July 2015 (or any adjournment thereof); 
 
'Joint Brokers' means Numis and WGP; 
 
'London Stock Exchange' means London Stock Exchange plc; 
 
'Notice of General Meeting' means the notice of the General Meeting which is
set out at the end of the Circular; 
 
'Numis' means Numis Securities Limited, registered in England and Wales with
number 2285918, whose registered office is at The London Stock Exchange
Building, 10 Paternoster Square, London EC4M 7LT; 
 
'Ordinary Shares' means the ordinary shares of 0.1 pence each in the capital
of the Company; 
 
'Placing' means the placing of the Placing Shares by the Joint Brokers, on
behalf of the Company, with Placees pursuant to the Placing Agreement; 
 
'Placing Agreement' means the placing agreement dated 15 July 2015 between the
Company and the Joint Brokers in respect of the Placing; 
 
'Placing Price' means 1.25 pence per Placing Share; 
 
'Placing Shares' means 1,760,000,000 new Ordinary Shares to be allotted on
Admission pursuant to the Placing; 
 
'Resolutions' means the resolutions to be proposed at the General Meeting as
set out in the Notice of General Meeting and 'Resolution 1' means the first of
those Resolutions; 
 
'Prospectus Directive' means the Directive of the European Parliament and of
the Council of the European Union 2003/71/EC; 
 
'Securities Act' means the US Securities Act of 1933, as amended; 
 
'Shareholders' means holders of Ordinary Shares at the relevant time; 
 
'United Kingdom' or 'UK' means the United Kingdom of Great Britain and
Northern Ireland; 
 
'United States' or 'US' means the United States of America, its territories
and possessions, any state of the United States and the District of Columbia;
and 
 
'WGP' means WG Partners LLP, registered in England and Wales with number
OC369354, whose registered office is at Munro House, Portsmouth Road, Cobham,
Surrey KT11 1PP. 
 
Important information 
 
The distribution of this announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Numis Securities Limited ("Numis") or WG Partners LLP ("WG")
(Numis and WG together, the "Joint Brokers") that would permit an offering of
such shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Joint Brokers to inform
themselves about, and to observe such restrictions. 
 
This announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"anticipate", "believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the Directors' beliefs and expectations and involve a number
of risks, uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to
change without notice and neither the Joint Brokers nor, except as required by
applicable law, the Company assumes any responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this announcement. 
 
The Joint Brokers, which are both authorised and regulated in the United
Kingdom by the Financial Conduct Authority, are acting for the Company in
relation to the Placing and Admission and are not acting for any other persons
in relation to the Placing and Admission. The Joint Brokers are acting
exclusively for the Company and for no one else in relation to the matters
described in this announcement and are not advising any other person and
accordingly will not be responsible to anyone other than the Company for
providing the protections afforded to clients of the Joint Brokers, or for
providing advice in relation to the contents of this announcement or any
matter referred to in it.  The responsibilities of Numis as the Company's
nominated adviser and broker under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of the Company
or any other person, in respect of his decision to acquire shares in the
capital of the Company in reliance on any part of this announcement, or
otherwise. 
 
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 the Joint Brokers or by any of their affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed. 
 
This information is provided by RNS
The company news service from the London Stock Exchange