REG - Belluscura PLC - Proposed Share Placing
06/02/2025 17:30
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RNS Number : 2511W Belluscura PLC 06 February 2025
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PLEASE SEE THE IMPORTANT NOTICES IN THE APPENDICES AT THE END OF THIS
ANNOUNCEMENT.
6 February 2025
Belluscura plc
("Belluscura" or the "Company")
Proposed equity fundraising to raise a minimum of approximately £3.8 million,
Board changes and General Meeting
Belluscura plc (AIM: BELL), a UK medical device company focused on developing
oxygen enrichment technology spanning broad industries and therapies,
announces its intention to carry out a non-pre-emptive fundraising to raise a
minimum of approximately £3.8 million (approximately $4.8 million) through a
placing to new and existing institutional and other investors of new Ordinary
Shares (the "Placing") and up to an additional £0.5 million (approximately
$0.6 million) through a retail offering to qualifying existing Shareholders
(the "WRAP Retail Offer") (together the "Fundraise"), at a price of 2 pence
per share (the "Issue Price"). The net proceeds of the Fundraise will be used
by the Company to purchase product inventory, for general working capital
purposes and to bolster the Company's balance sheet.
The Placing is being conducted via an accelerated bookbuild process (the
"Bookbuild") to be undertaken by Dowgate Capital Limited ("Dowgate") and
Allenby Capital Limited ("Allenby"), the Company's joint brokers. The
Bookbuild will be launched immediately following the publication of this
Announcement. The final number of Placing Shares to be issued will be
determined at the close of the Bookbuild and the result will be announced as
soon as practicable thereafter. The Placing is subject to the terms and
conditions set out in Appendix I to this announcement (the "Announcement").
The Fundraise is conditional upon, inter alia, (i) the Placing Agreement not
having been terminated and becoming unconditional; and (ii) admission of the
new Ordinary Shares issued pursuant to the Fundraise being admitted to trading
on AIM ("Admission"). In addition, the issue of new Ordinary Shares above
£0.7 million is conditional upon the passing of resolutions to be proposed at
a General Meeting to enable the issue and allotment of those shares (the
"Conditional Placing"); the initial tranche of new Ordinary Shares in the
Fundraise below that amount is not conditional on the Conditional Placing and
will therefore be issued before the General Meeting, as detailed below. The
Placing is not being underwritten and is not conditional on the WRAP Retail
Offer.
The WRAP Retail Offer will be undertaken via the Winterflood Retail Access
platform ("WRAP"), to raise up to an additional £0.5 million of gross
proceeds. The WRAP Retail Offer is being undertaken to allow existing
Shareholders in the United Kingdom an opportunity to participate in the
Fundraise at the Issue Price. It is expected that the WRAP Retail Offer will
launch on 7 February 2025 and will be open for applications until 2.00 p.m.
on 10 February 2025 (or such later time and date as the Company, Dowgate,
Allenby and WRAP may agree). There can be no guarantee that the WRAP Retail
Offer will be fully subscribed. The WRAP Retail Offer is conditional on, but
is not part of, the Placing. A further announcement will be made shortly
regarding the WRAP Retail Offer and detailing its terms.
Highlights
· Proposed Placing by way of an accelerated bookbuild to raise gross
proceeds of at least approximately £3.8 million at the Issue Price. The
Placing will be conducted in two tranches, as follows:
o a firm placing of 33,000,000 Placing Shares (the "Firm Placing Shares") at
the Issue Price to be issued pursuant to the Company's existing authorities to
issue and allot equity securities on a non-pre-emptive basis for cash, granted
at the Company's 2024 annual general meeting (the "Firm Placing"); and
o a Conditional Placing of a minimum of 159,000,000 Placing Shares (the
"Conditional Placing Shares") at the Issue Price to be issued conditional on
the passing of the Resolutions at the General Meeting (as described further
below) (together with the Firm Placing, the "Placing").
· Certain Directors have indicated an intention to participate in the
Placing of an aggregate of approximately £0.18 million.
· It is expected that the Placing Shares will be regarded as an issue
of eligible new Ordinary Shares for EIS purposes and that the Company will be
regarded as a qualifying holding for VCT purposes, for which confirmation from
HMRC is being sought.
· The net proceeds of the Fundraise received will be used by the
Company to purchase product inventory, for general working capital purposes
and to bolster the Company's the balance sheet.
· The Issue Price represents a discount of approximately 69.2 per cent.
to the closing mid-market price of 6.5 pence per Ordinary Share on 5 February
2025, being the last practicable date prior to the publication of this
Announcement.
· The timing for the close of the Bookbuild and allocation of the
Placing Shares shall be at the discretion of Dowgate and Allenby, in agreement
with the Company.
· The Conditional Placing and the WRAP Retail Offer are conditional
upon, amongst other things, Shareholders approving the Resolutions at the
General Meeting that will grant to the Directors the authority to allot the
Conditional Placing Shares and the Retail Offer Shares for cash on a
non-pre-emptive basis.
· Licence fee payment to Separation Design Group ("SDG") is now
expected to be between $400,000 and $575,000 based on POC product sales up to
15 September 2025 pursuant to a revised agreement with SDG, subject to the
Fundraise being no less than $4.75 million and the exercise price of SDG's
warrants adjusting from 45 pence to the Issue Price.
Further details of the Fundraising and the background to and reasons for it
are set out further below.
Proposed Board Changes
The Directors have reviewed the composition of the Board for the needs of the
Company going forward and it has been agreed that, following conclusion of the
General Meeting and on completion of the Conditional Placing, Adam Reynolds
(Non-Executive Chairman), Robert Fary (Senior Vice President, Sales), David
Poutney (Non-Executive Director) and Dr. Patrick Strollo (Non-Executive
Director) will resign as directors of the Company. Paul Tuson (Non-Executive
Director) will assume the role of Non-Executive Chairman, with Robert Rauker,
Simon Neicheril and Richard Piper remaining as Chief Executive Officer, Chief
Financial Officer and Non-Executive Director, respectively.
In restructuring the board and the wider management team, and given their deep
sector knowledge and experience, Robert Fary and Dr. Patrick Strollo will
remain on the board of Belluscura LLC, the Company's wholly owned US
subsidiary and the principal operating company within the Group. All US
regulatory registrations and licences will be transferred to Belluscura LLC
from Belluscura plc.
Once the relevant registrations and licences have been moved to Belluscura
LLC, Paul Tuson will be appointed Executive Chairman of Belluscura plc. While
remaining UK based, Paul anticipates being in Belluscura LLC's US head office
on a monthly basis and is contracted to spend an average of eight days a month
in his role as Chairman of Belluscura plc. It is proposed that Paul be awarded
four million options over new Ordinary Shares at the Issue Price vesting in
four equal instalments when the share price exceeds 20 pence, 25 pence, 30
pence and 40 pence.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix II of this Announcement
unless the context requires otherwise. Particulars of and the terms and
conditions of the Placing are set out in Appendix I.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below and the appendices to this Announcement (which form part of this
Announcement) which includes the terms and conditions of the Placing.
For further information please contact:
Belluscura plc Tel: +44 (0)20 3128 8100
Adam Reynolds, Chairman
Robert Rauker, Chief Executive Officer
Simon Neicheril, Chief Financial Officer
SPARK Advisory Partners Limited Tel: +44 (0)20 3368 3550
Nominated Adviser
Neil Baldwin / Jade Bayat
Dowgate Capital Limited Tel: +44 (0)20 3903 7715
Joint Broker
James Serjeant / Colin Clime (Sales and Corporate Broking)
Russell Cook / Daniel Ingram (Corporate Finance)
Allenby Capital Ltd Tel: +44 (0)20 3328 5656
Joint Broker
Guy McDougall / Amrit Nahal (Sales and Corporate Broking)
Jeremy Porter / Lauren Wright (Corporate Finance)
MHP Tel: +44 (0)20 3128 8100
Financial PR & Investor Relations email: Belluscura@mhpgroup.com (about%3Ablank)
Katie Hunt/Matthew Taylor
For further information, please visit https://ir.belluscura.com/
Background to and reasons for the Placing and Trading Update
Principally driven by X-PLOR® sales, the Company expects to report revenue
(unaudited) of not less than $4.40 million for the year ended 31 December 2024
(2023: $0.83 million), representing a 433.7 per cent. year on year increase in
sales, and an adjusted EBITDA loss (unaudited) of $7.39 million (2023: $6.29
million). This comes despite delays in receiving the Pricing Data Analysis and
Coding ("PDAC") codes, securing and finalising additional credit facilities
and the consequential deferral of the full commercial launch of the
DISCOV-R™ to the second quarter of 2025. The Company announced on 28 October
2024 that it had received the PDAC codes that allow the product distributers
to receive reimbursement from US Medicare, Medicaid and Insurance for DISCOV-R
rentals to patients. Then on 22 November 2024, the Company announced that it
had secured a new $4.0 million credit facility.
Despite these recent challenges, the Company remains confident about its
prospects and intends to build on the strong revenue growth achieved in 2024,
but additional working capital is required to do this. The global portable
oxygen concentrator market is anticipated to expand from $2.2 billion in 2024
to $ 4.3 billion in 2034 and the Company is seeing increasing demand and
pipeline for its POC products, buoyed by X-PLOR® and DISCOV-R™ having PDAC
codes. Subject to completion of the Fundraise, an improved working capital
position will enable the Company to sustain its growth momentum by scaling
production to meet the projected demand. Critical to enabling this growth is
the effective management of inventory and component sourcing, as well as
benefitting from economies of scale to directly impact gross margins and
overall profitability. In addition, the additional working capital will enable
the Company to significantly broaden the addressable market for the
award-winning X-PLOR® and DISCOV-R™ products, now that reimbursement under
Medicare and private health insurance has been enabled by the PDAC codes.
Accordingly, and with completion of the Placing, the Board expects revenue of
not less than $12.7 million for the current financial year ending 31 December
2025 and by that point, anticipates that the Company will be generating
annualised sales of over $16 million, which on current estimates will enable
the Company to be profitable at the EBITDA level. This factors in reduced
payments under the amended Licence Agreement, details of which are set out in
below, which completion of the Placing will enable.
Reasons for the General Meeting
The Company does not have sufficient authority to allot the Conditional
Placing Shares and the WRAP Retail Offer Shares under the Act. Therefore,
the issuance of the Conditional Placing Shares and the WRAP Retail Offer
Shares will be conditional, inter alia, on the passing of the Resolutions
being proposed at the General Meeting.
In order for the issuance of the new Ordinary Shares under the Conditional
Placing and the WRAP Retail Offer to proceed, the Company requires
Shareholders' approval under the Act to authorise the Directors to allot
sufficient new Ordinary Shares (other than the Firm Placing Shares), and on a
non-pre-emptive basis.
The General Meeting is to be held at 11.00 a.m. on 28 February 2025.
Licence Agreement
The Company entered into the Licence Agreement with SDG in 2017, as amended on
19 March 2023 and 6 October 2023, for the exclusive rights to certain IP
protected and non patented technology incorporated into the Company's POC
products. The Licence Agreement provided that if by 3 September 2025,
cumulative sales of the X-PLOR and DISCOV-R have not exceeded $20 million,
Belluscura is required to make a one-time payment of $3 million to SDG to
maintain the exclusive licence. The Company and SDG have now agreed to an
amendment to the Licence Agreement with effect from 6 February 2025 (the
"Amended SDG Agreement") which provides that, in the event that sales do not
reach the cumulative $20 million target by 15 September 2025 the Company will
instead pay a fee to SDG of the greater of (i) $400,000 and (ii) 4.5 per cent.
of the shortfall between $20 million and cumulative sales between 1 September
2021 and 15 September 2025, to be paid in six equal monthly instalments from
September 2025. In the event that the Company fails to raise at least $4.75m
in the Fundraising, SDG has the right to terminate the Amended SDG Agreement.
There is therefore a risk that if the Second Admission does not occur, and the
Company fails to raise $4.75 million from the Fundraising, SDG may exercise
its right to terminate the Amended SDG Agreement, unless Belluscura can
demonstrate to SDG that a fundraising of less than $4.75 million can still
allow the Company to meet its financial obligations to SDG. The Amended SDG
Agreement also provides that the exercise price of the 500,000 warrants,
issued to SDG in May 2021, are to be adjusted from 45 pence to the Issue
Price.
Loan Notes
The Company has raised approximately £9.2 million over the last two years
through the issue of Loan Notes. The first of these Loan Notes is scheduled
to mature in February 2026. Having consulted with certain of the Loan Note
holders the Board has undertaken to propose to the Loan Note holders that the
maturity date of the Loan Notes that are due to mature in February 2026 be
extended to February 2028. In the Board's opinion, extending the maturity
date will be in the best interests of the Company and the Loan Note holders,
given that the conversion price of the Loan Notes is currently significantly
higher than the closing middle-market price of the Existing Ordinary Shares on
5 February 2025 (being the last practicable date prior to the announcement of
the Placing).
Any amendment to the Loan Notes is subject to, inter alia, a 'Noteholder
Majority' (being Loan Note holders holding at least 50 per cent. of the
principal amount of the relevant class of Loan Notes outstanding) passing a
resolution to that effect. Accordingly, the Company will liaise with the Loan
Note holders and provide a further update in the event that a 'Noteholder
Majority' approves any such extension to the maturity date of the Loan Notes.
Outlook
The increasing prevalence of respiratory diseases, including COPD, exacerbated
by aging populations and environmental factors, presents an expanding global
market opportunity. The Company aims to establish itself as a market leader in
the Portable Oxygen Concentrator ("POC") market by leveraging its innovative
technology, robust IP portfolio, and strategic market positioning. Over the
medium term, the Company is focused on driving growth and increasing market
share via potential partnerships, licensing opportunities, new revenue streams
through its NOMAD Biometric™ app, and geographic expansion. The NOMAD is a
proprietary mobile app developed by the company that not only connects a
patient with their POC via Bluetooth®, but also third party devices such as
pulse oximeters, FitBit®s, and Apple® and Galaxy® Watches. Patients can
track their breath rate, oxygen consumption, blood oxygen saturation, steps,
heart rate and other biometric and environmental factors. The company
anticipates launching a next generation version of the NOMAD app this summer.
The new version of the app will allow patients to generate reports that can be
shared with their healthcare provider.
The Company plans to launch the X-PLOR 5, a new five (5) setting X-PLOR device
in March of this year utilizing its next generation, higher capacity aluminium
molecular sieve. It is expected to produce 20% more oxygen than the current
X-PLOR. This will be followed by the X-PLOR LF, a low flow POC for smaller
patients requiring continuous lower flows oxygen.
Full commercial launch is anticipated early summer this year. Full production
launch will allow the company to sell the device in larger quantities to DME
customers.
Details of the Placing
The Company, Dowgate, Allenby and SPARK have entered into the Placing
Agreement, pursuant to which Dowgate and Allenby have agreed, in accordance
with its terms, to use reasonable endeavours to procure subscribers for the
Placing Shares pursuant to the Placing.
In accordance with the terms of the Placing Agreement, the Firm Placing is
conditional upon, amongst other things, the conditions in respect of First
Admission in the Placing Agreement being satisfied or (if applicable) waived
and the Placing Agreement not having been terminated in accordance with its
terms prior to First Admission occurring on or before 11 February 2025 (or
such later date as Company, Dowgate, Allenby and SPARK may agree).
In accordance with the terms of the Placing Agreement, the Conditional Placing
is conditional upon, amongst other things, the passing of the Resolutions,
First Admission having taken place, the conditions in respect of Second
Admission in the Placing Agreement being satisfied or (if applicable) waived
and the Placing Agreement not having been terminated in accordance with its
terms prior to Second Admission occurring on or before 4 March 2025 (or such
later date as Company, Dowgate, Allenby and SPARK may agree, being not later
than 14 March 2025).
The Placing Agreement contains certain warranties given by the Company
concerning the accuracy of information given in this Document and the
Announcement as well as other matters relating to the Group and its business.
The Placing Agreement is terminable by Dowgate, Allenby and SPARK in certain
circumstances up until the time of First Admission (in respect of the Firm
Placing) and up until the time of Second Admission (in respect of the
Conditional Placing), including, inter alia, should there be a breach of a
warranty contained in the Placing Agreement or a force majeure event takes
place or a material adverse change occurs to the business of the Company or
the Group. The Company has also agreed to provide customary indemnities to
Dowgate, Allenby and SPARK against all losses, costs, charges and expenses
which Dowgate, Allenby and SPARK may suffer or incur as a result of,
occasioned by or attributable to the carrying out of its duties under the
Placing Agreement.
The Placing is being conducted in two tranches. 33,000,000 Firm Placing Shares
will be allotted and issued pursuant to the Firm Placing and First Admission
of the Firm Placing Shares to trading on AIM is expected to occur at 8.00 a.m.
on 11 February 2025 (or such later time(s) and/or date(s) as Company, Dowgate,
Allenby and SPARK may agree), raising gross proceeds of approximately £0.7
million. A minimum of a further 159,000,000 Conditional Placing Shares will be
allotted and issued pursuant to the Conditional Placing and Second Admission
of the Conditional Placing Shares to trading on AIM is expected to occur at
8.00 a.m. on 4 March 2025 (or such later time(s) and/or date(s) as Company,
Dowgate, Allenby and SPARK may agree), raising gross proceeds of approximately
£3.2 million.
As part of the Placing, the Company is seeking to raise funds by the issue of
New Ordinary Shares to investors either seeking the benefit of relief under
the EIS or seeking the benefit of tax relief through VCTs. The Conditional
Placing Shares will be issued to relevant Placees on Second Admission so that
Placees investing in the Placing are able to benefit from tax advantages
available to Venture Capital Trusts and pursuant to the Enterprise Investment
Scheme as governed by HMRC.
The Company believes, based on advice received, that the Firm Placing Shares,
the Conditional Placing Shares and the WRAP Retail Offer Shares will
constitute 'eligible shares' and that the Company will be regarded as a
'qualifying company' for the purposes of the EIS rules. The Company has
applied for advanced assurance from HMRC, however, no assurance has yet been
issued by HMRC which confirms that, inter alia, a subscription for Firm
Placing Shares, Conditional Placing Shares and/or WRAP Retail Offer Shares
will meet the requirements for relief under the EIS.
None of the Directors nor the Company give any representation, warranty or
undertaking that any VCT investment in the Company is a qualifying holding, or
that a subscription for Firm Placing Shares, the Conditional Placing Shares
and/or the WRAP Retail Offer Shares will meet the requirements for relief
under the EIS, or that VCT or EIS qualifying status or eligibility will not be
withdrawn, nor do they warrant or undertake that the Company will conduct its
activities in a way that qualifies for or preserves its status or the status
of any investment in Ordinary Shares. Investors considering taking advantage
of any of the reliefs available to VCTs or under the EIS should seek their own
professional advice in order that they may fully understand how the rules
apply in their individual circumstances and what they are required to do in
order to claim any reliefs (if available). The rules governing reliefs under
VCT and EIS legislation are complex. Any prospective investors who are
considering investing in the Firm Placing Shares, the Conditional Placing
Shares and/or the WRAP Retail Offer Shares in order to obtain VCT or EIS
reliefs are recommended to take independent tax advice from a professional tax
adviser.
The Firm Placing is conditional, inter alia, upon:
a) the Placing Agreement not having been terminated in accordance with
its terms prior to First Admission;
b) First Admission of the Firm Placing Shares to trading on AIM becoming
effective by no later than 8.00 a.m. on 11 February 2025 (or such later time
and/or date as Dowgate, Allenby and SPARK may agree (being no later than 8.00
a.m. on 25 February 2025)).
The Conditional Placing is subject to, inter alia,
a) First Admission having taken place;
b) the passing of the Resolutions at the General Meeting;
c) the Placing Agreement not having been terminated in accordance with
its terms prior to Second Admission; and
d) Second Admission of the Conditional Placing Shares and the WRAP Retail
Offer Shares to trading on AIM becoming effective by no later than 8.00 a.m.
on 4 March 2025 (or such later time and/or date as Dowgate, Allenby and SPARK
may agree (being no later than 8.00 a.m. on 14 March 2025)).
Shareholders should note that it is possible that First Admission (in respect
of the Firm Placing Shares) takes place but that the Second Admission (in
respect of the Conditional Placing Shares and WRAP Retail Offer Shares) does
not occur (for example, if the Resolutions are not passed at the General
Meeting). If the Second Admission does not occur, then the Company will not
receive the net proceeds in respect of the Second Admission and the Company
may not be able to finance in full the activities referred to in this Document
and growth may be less than anticipated. In addition, the terms of the revised
Licence Agreement, as set out below, also require that at least $4.75 million
is raised in the Fundraising.
Accordingly, if any of the conditions are not satisfied or waived (where
capable of waiver), and any part of the Fundraise does not proceed, the New
Ordinary Shares affected will not be issued and all monies received by
Dowgate, Allenby or the WRAP Platform (as applicable) in respect thereof will
be returned to the applicants (at the applicant's risk and without interest)
as soon as possible thereafter.
No part of the Placing is being underwritten. The Placing is not conditional
upon completion of the WRAP Retail Offer. Completion of the WRAP Retail
Offer is conditional upon completion of the Firm Placing and the Conditional
Placing.
The Firm Placing will result in the issue of 33,000,000 Firm Placing Shares
representing approximately 8.6 per cent. of the Enlarged Share Capital. The
Conditional Placing will result in the issue of a minimum of 159,000,000
Conditional Placing Shares representing approximately 41.3 per cent. of the
Enlarged Share Capital. If the WRAP Retail Offer is subscribed in full, it
will result in the issue of 25,000,000 WRAP Retail Offer Shares representing
approximately 6.5 per cent. of the Enlarged Share Capital.
The New Ordinary Shares, when issued and fully paid, will rank pari passu in
all respects with the Existing Ordinary Shares on the relevant Admission.
Details of the WRAP Retail Offer
The Company announced, via the WRAP Retail Offer Announcement, a conditional
retail offer via the WRAP Platform to raise gross proceeds of £0.5 million,
available only to existing eligible Shareholders of the Company. The WRAP
Retail Offer will provide additional funds for the growth strategy set out
below.
The WRAP Retail Offer is conditional upon, amongst other things:
a) the Resolutions being duly passed at the General Meeting;
b) the completion of the Firm Placing;
c) the completion of the Conditional Placing; and
d) First Admission and Second Admission taking place.
25,000,000 WRAP Retail Offer Shares will be issued at the Issue Price to
eligible Existing Shareholders by way of the WRAP Retail Offer to raise gross
proceeds of £0.5 million.
The Company values of the support of its retail Shareholders and therefore
sought to provide those Shareholders with an opportunity to participate in the
Fundraise alongside other investors via the WRAP Retail Offer. The WRAP Retail
Offer is open only to eligible existing Shareholders.
The WRAP Retail Offer will be conducted via the WRAP Platform and not by
Dowgate or Allenby, and consequently neither Dowgate nor Allenby has any
responsibility in relation to the WRAP Retail Offer.
The WRAP Retail Offer Shares are not part of the Placing and are not Placing
Shares. The WRAP Retail Offer is not underwritten. The WRAP Retail Offer is
being conducted on a basis which did not require the Company to publish (and
it has not published) a prospectus.
The WRAP Retail Offer Shares will represent approximately 6.5 per cent. of the
Enlarged Share Capital (assuming the WRAP Retail Offer is subscribed for in
full).
The WRAP Retail Offer Shares will be issued credited as fully paid and will be
identical to and rank pari passu in all respects with the Existing Ordinary
Shares and the Placing Shares.
Use of proceeds
The proceeds of the Fundraise will be used to purchase product inventory,
working capital purposes and provision of balance sheet strength. Any net
proceeds raised pursuant to the WRAP Retail Offer are expected to be applied
towards working capital needs and balance sheet strength.
Directors' participation in the Placing
Certain Directors, being Adam Reynolds, Robert Rauker, David Poutney, Richard
Piper, Dr. Patrick Strollo and Paul Tuson have indicated their intention to
participate in the Placing for an aggregate amount of approximately £0.18
million. Further details of any participation by Directors will be set out in
the placing results announcement.
Related party transactions
Directors
Certain Directors, being Adam Reynolds, Robert Rauker, David Poutney, Richard
Piper, Dr. Patrick Strollo and Paul Tuson have indicated that they intend to
participate in the Placing and to subscribe for Placing Shares at the Issue
Price. The proposed participation by each of these Directors, if accepted,
would constitute related party transactions under Rule 13 of the AIM Rules.
Further details of any participation, and the Rule 13 requirements, will be
set out in the placing results announcement.
Placing Agreement with Dowgate
David Poutney, a Non-Executive Director of the Company, is Chairman of, and a
major shareholder in, Dowgate Group Limited ("Dowgate Group") and Chief
Executive of Dowgate, a wholly owned subsidiary of Dowgate Group. As set out
above, Dowgate is party to the Placing Agreement under which Dowgate will
receive a fee of £25,000 and commission amounting to 2.5 per cent. of funds
raised pursuant to the Placing (excluding amounts subscribed by the Directors
in the Placing). Accordingly, entering into the Placing Agreement constitutes
a 'related party transaction' under the AIM Rules.
As David Poutney is not considered independent for the purposes of AIM Rule
13, all the other Directors (being Adam Reynolds, Dr. Patrick Strollo, Robert
Fary, Ric Piper, Paul Tuson, Robert Rauker and Simon Neicheril) have
considered the terms of the 'related party transaction' with Dowgate for the
purposes of AIM Rule 13. The Directors (excluding David Poutney) consider,
having consulted with SPARK, the Company's nominated adviser, that the terms
of the Placing Agreement are fair and reasonable insofar as Shareholders are
concerned.
Extension of maturity date of Loan Notes
As set out in paragraph 5 above the Company will seek Loan Note holders
approval to extend the maturity date of the Loan Notes issued in January 2023
and October 2023 respectively from February 2026 to February 2028. No other
changes to the Loan Notes will take place. The coupon on the Loan Notes issued
in January 2023 and October 2023 will remain at 10 per cent.
David Poutney, a Non-Executive Director of the Company, holds £500,000 of the
Loan Notes issued in January 2023.
Adam Reynolds, Non-Executive Chairman of the Company, holds £25,000 of the
Loan Notes issued in January 2023.
Nigel Wray, a substantial shareholder in the Company, holds £500,000 of the
Loan Notes issued in January 2023 and £100,000 of the Loan Notes issued in
October 2023.
The extension of the maturity date for the above Loan Notes will be a related
party transaction under AIM Rule 13.
As David Poutney and Adam Reynolds are not considered independent for the
purposes of AIM Rule 13, all the other Directors (being Dr. Patrick Strollo,
Robert Fary, Ric Piper, Paul Tuson, Robert Rauker and Simon Neicheril) have
considered the terms of the 'related party transaction' for the purposes of
AIM Rule 13.
Having consulted with SPARK, the Company's nominated adviser, the Directors
(excluding David Poutney and Adam Reynolds) consider that the terms of the
extension of maturity date for the Loan Notes issued in January 2023 and
October 2023 are fair and reasonable insofar as Shareholders are concerned.
Admission, Settlement and Dealings
Application has been made for the Firm Placing Shares to be admitted to
trading on the AIM market ("AIM") of London Stock Exchange plc (the "London
Stock Exchange").
Settlement of the Firm Placing Shares and First Admission are expected to take
place on or around 8.00 a.m. on 11 February 2025.
Application will be made for the Conditional Placing Shares and WRAP Retail
Offer Shares to be admitted to trading on the AIM of London Stock Exchange.
Settlement of the Conditional Placing Shares and WRAP Retail Offer Shares and
Second Admission are expected to take place on or around 8.00 a.m. on 4 March
2025.
Expected Timetable of Principal Events
Date of this Announcement and Bookbuild commences 6 February 2025
WRAP Retail Offer opens 7 February 2025
Announcement of the results of the Bookbuild 7 February 2025
Announcement of the results of the WRAP Retail Offer 10 February 2025
Date of publication of the Circular on or around 11 February 2025
First Admission and commencement of dealings in the Firm Placing Shares on 8:00 a.m. on 11 February 2025
AIM
Latest time and date for receipt of proxy appointments and CREST voting By 11.00 a.m. on 26 February 2025
instructions for the General Meeting
General Meeting 11.00 a.m. on 28 February 2025
Second Admission and commencement of dealings in the Conditional Placing 8:00 a.m. on 4 March 2025
Shares and WRAP Retail Offer Shares on AIM
If any of the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means of an
announcement through a Regulatory Information Service.
Certain of the events in the above timetable are conditional upon, inter alia,
the approval of the Fundraising Resolutions to be proposed at the General
Meeting.
Dealing Codes
Ticker BELL
ISIN for the Ordinary Shares GB00BD3B8Z11
SEDOL for the Ordinary Shares BD3B8Z1
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation in the
Placing that is described in Appendix I to this Announcement (which forms part
of this Announcement).
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety (including Appendix I), and
to be making such offer on the terms and subject to the conditions of the
Placing contained herein, and to be providing the representations, warranties
and acknowledgements contained in Appendix I.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND,
SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF MAR AS INCORPORATED INTO
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK
MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
Important Notices
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
IN APPENDIX 1 (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
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: (1) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e)
OF REGULATION (EU) 2017/1129, AS AMENDED (THE "PROSPECTUS REGULATION"); OR (2)
IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(e) OF REGULATION (EU) 2017/1129, AS AMENDED, AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK
PROSPECTUS REGULATION") WHO ARE ALSO: (A) PERSONS WHO FALL WITHIN ARTICLE
19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (B)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"), IN EACH CASE WHO HAVE BEEN INVITED TO PARTICIPATE
IN THE PLACING BY DOWGATE CAPITAL LIMITED OR ALLENBY CAPITAL LIMITED (THE
"JOINT BOOKRUNNERS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN BELLUSCURA PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM 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 ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM 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
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, the Joint Bookrunners, the Company's nominated
advisor, Spark Advisory Partners Limited (the "Nomad") or any of their
respective affiliates, agents, directors, officers or employees that 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 into whose possession this Announcement comes are required by the
Company, the Nomad and the Joint Bookrunners to inform themselves about and to
observe any such restrictions.
This Announcement or any part of it is for information purposes only and 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 (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or the "US")),
Canada, Australia, New Zealand, the Republic of South Africa, the Republic of
Ireland, Singapore, Hong Kong or Japan or any other jurisdiction in which the
same would be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares in the EEA and the United Kingdom will be
made pursuant to an exemption under the Prospectus Regulation and the UK
Prospectus Regulation (respectively) from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being directed solely
at persons in circumstances in which section 21(1) of the Financial Services
and Markets Act 2000 (as amended) ("FSMA") does not require the approval of
the Announcement by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. 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 from the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing 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 Canada, Australia, New
Zealand, the Republic of South Africa, the Republic of Ireland, Singapore,
Hong Kong or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada, Australia, New
Zealand, the Republic of South Africa, the Republic of Ireland, Singapore,
Hong Kong or Japan or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making an oral and legally
binding offer to acquire Placing Shares will be deemed to have read and
understood this Announcement (including the Appendices) in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in
Appendix 1.
The Joint Bookrunners which are authorised and regulated in the United Kingdom
by the FCA, are jointly acting for the Company and no-one else in connection
with the Placing and the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. The Joint
Bookrunners and the Nomad are not responsible to anyone other than the Company
for providing the protections afforded to clients of the Joint Bookrunners and
the Nomad or for providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements described in
this Announcement. The Nomad's responsibilities as the Company's nominated
adviser under 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 to
any other person.
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 Bookrunners, the Nomad 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 their advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
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.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than on AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement includes statements, estimates, opinions and projections
with respect to anticipated future performance of the Company
("forward-looking statements") which reflect various assumptions concerning
anticipated results taken from the Company's current business plan or from
public sources which may or may not prove to be correct. These forward looking
statements can be identified by the use of forward looking terminology,
including the terms "anticipates", "target", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable terminology or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Such forward-looking statements reflect current expectations based
on the current business plan and various other assumptions and involve
significant risks and uncertainties and should not be read as guarantees of
future performance or results and will not necessarily be accurate indications
of whether or not such results will be achieved. As a result, prospective
investors should not rely on such forward-looking statements due to the
inherent uncertainty therein. No representation or warranty is given as to the
completeness or accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the
EUWA, (b) investors who meet the criteria of professional clients as defined
in Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the
EUWA and (c) eligible counterparties, each as defined in chapter 3 of the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors 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 UK
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 UK 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 UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of COBS; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail clients
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors 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 EU 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 EU 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 EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to 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.
Basis on which information is presented
In this Announcement, references to "£", "pence" and "p" are to the lawful
currency of the United Kingdom. All times referred to in this Announcement
are, unless otherwise stated, references to London time.
APPENDIX I
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 THIS APPENDIX 1 AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) ARE DIRECTED ONLY AT: (A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE")
OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS
("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); OR
(B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK
QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(e) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION"), AND WHO ARE: (I) PERSONS FALLING WITHIN THE
DEFINITION OF AN "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; OR (C)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING 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 JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS; OR (II) OTHERWISE PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG
KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing 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, the Republic of
South Africa, the Republic of Ireland, Singapore, Hong Kong or Japan.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, the Republic of South
Africa, the Republic of Ireland, Singapore, Hong Kong or Japan or any other
jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix 1.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. 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;
2. in the case of a Relevant Person in the United
Kingdom or a member state of the EEA which has implemented the Prospectus
Regulation (each, a "Relevant Member State") who acquires any Placing Shares
pursuant to the Placing:
a) it is a Qualified Investor within the meaning of Article 2(e) of the
Prospectus Regulation; and
b) 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 Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom or any Relevant Member State other
than Qualified Investors or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the offer or resale; and
(ii) where Placing Shares have been acquired by it on behalf of persons in
the United Kingdom or any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;
3. it is acquiring the Placing Shares for its own
account or is acquiring the 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, acknowledgements,
undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix 1;
5. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United States
acquiring the Placing Shares in offshore transactions as defined in, and in
accordance with, Regulation S under the US Securities Act; and
6. the Company, the Nomad and the Joint Bookrunners will
rely upon the truth and accuracy of the foregoing representations, warranties,
undertakings, agreements and acknowledgements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this
Announcement, the announcement confirming the close of the Placing and giving
details of the results of the Placing (the "Result of Placing Announcement")
and the announcement confirming the results of the General Meeting (together,
the "Placing Documents") and any information publicly announced through a
regulatory information service ("RIS") by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the Form of Confirmation sent to
Placees by the Joint Bookrunners to confirm their acquisition of Firm Placing
Shares and/or Conditional Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Joint Bookrunners, the Nomad or the
Company or any other person and none of the Joint Bookrunners, the Nomad, the
Company nor any other person acting on such person's behalf nor any of their
respective affiliates has or shall have any responsibility or liability for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement (regardless of whether or
not such information, representation, warranty or statement was given or made
by or on behalf of any such persons). 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. No Placee
should consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own legal adviser, tax advisor
and business advisor for legal, tax and business advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as joint bookrunners in connection with the
Placing and have entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, the Joint Bookrunners, as agents for and on behalf of the Company,
have severally (and not jointly or jointly and severally) agreed to use their
reasonable endeavours to procure placees for the Placing Shares. The Placing
is not being underwritten by the Joint Bookrunners or any other person.
The price per Ordinary Share at which the Placing Shares are to be placed (the
"Issue Price") is 2.0 pence per Placing Share. The timing of the closing of
the book, pricing and allocations are at the discretion of the Company, the
Joint Bookrunners. Details of the total number of Placing Shares (both Firm
Placing Shares and Conditional Placing Shares) will be announced as soon as
practicable after the close of the Bookbuild via the Result of Placing
Announcement.
The Board is able to rely on existing shareholder authorities granted to it at
the Company's annual general meeting on 27 August 2024 in order to allot and
issue the Firm Placing Shares. The allotment and issue of the Conditional
Placing Shares is conditional upon, amongst others, the passing of the
Resolutions at the General Meeting. Subject to the passing of the
Resolutions in respect of the Conditional Placing Shares only, the Placing
Shares have been or will be duly authorised and will, when issued, be credited
as fully paid up and will be issued subject to the Company's articles of
association and 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 on or in respect of the Ordinary Shares after the
respective date of issue of each tranche of the Placing Shares, and will on
issue be free of all pre-emption rights, claims, liens, charges, encumbrances
and equities.
Application for admission to trading
Spark Advisory Partners Limited, as the Company's nominated advisor, shall
make, on the Company's behalf applications to the London Stock Exchange plc
(the "London Stock Exchange") (the "Applications") for admission to trading
of the Placing Shares on AIM.
It is expected that First Admission in respect of the Firm Placing Shares will
occur at or before 8.00 a.m. GMT on 11 February 2025 (or such later time or
date as the Joint Bookrunners and the Nomad may agree with the Company, being
no later than 8.00 a.m. GMT on 14 March 2025) and that dealings in the Firm
Placing Shares will commence at that time.
It is expected that Second Admission in respect of the Conditional Placing
Shares will occur at or before 8.00 a.m. GMT on 4 March 2025 (or such later
time or date as the Joint Bookrunners and the Nomad may agree with the
Company, being no later than 8.00 a.m. GMT on 14 March 2025) and that dealings
in the Conditional Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the accelerated bookbuilding process
to determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Announcement gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their discretion,
determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are acting as joint bookrunners
in connection with 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 the Joint
Bookrunners. The Joint Bookrunners and any of their affiliates may themselves
agree to be a Placee in respect of all or some of the Placing Shares or may
nominate any member of their group to do so.
3. The Bookbuild, if successful, will establish the
aggregate amount payable to the Joint Bookrunners, as settlement agents for
the Company, by all Placees whose bids are successful. The number of Placing
Shares will be agreed by the Joint Bookrunners (in consultation with the
Company) following completion of the Bookbuild. The number of Placing Shares
to be issued (in aggregate) will be announced on an RIS following the
completion of the Bookbuild via the Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their usual sales
contact at the relevant Joint Bookrunner. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for at the
Issue Price. Each bid should also confirm whether the Placee is seeking VCT
Reliefs and/or EIS Reliefs in respect of the Placing Shares to be allocated to
it. Bids may be scaled down by the Joint Bookrunners on the basis referred to
in paragraph 5 below. The Joint Bookrunners reserve the right not to accept
bids or to accept bids in part rather than in whole. The acceptance of the
bids shall be at the Joint Bookrunners' absolute discretion, subject to
agreement with the Company.
5. The Bookbuild is expected to close no later than 7.00
a.m. (GMT) on 7 February 2025 but may be closed earlier or later at the
discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right (upon the agreement of the Joint
Bookrunners) to reduce the number of shares to be issued pursuant to the
Placing, in its absolute discretion.
6. Allocations of the Firm Placing Shares and
Conditional Placing Shares will be determined by the Joint Bookrunners after
consultation with the Company (the proposed allocations having been supplied
by the Joint Bookrunners to the Company in advance of such consultation). It
is expected that the Firm Placing Shares are, where practicable, to be
allocated to those Placees who have confirmed in their bid that they are
seeking VCT Reliefs and/or EIS Reliefs. However, no guarantee of allocation of
the Firm Placing Shares or Conditional Placing Shares can be given. It is
possible that Placees will receive an allocation in both the Firm Placing
Shares and the Conditional Placing Shares. Allocations (including in which
tranche of the Placing such prospective Placee will receive Placing Shares
from) will be confirmed orally by the relevant Joint Bookrunner and a Form of
Confirmation will be despatched as soon as possible thereafter. The relevant
Joint Bookrunner's oral confirmation to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the relevant Joint Bookrunners and the Company, to
acquire the number of Firm Placing Shares and/or Conditional Placing Shares
allocated to it and to pay the Issue Price in respect of such shares on the
terms and conditions set out in this Appendix 1 and in accordance with the
Company's articles of association. A bid in the Bookbuild will be made on the
terms and subject to the conditions in this Announcement (including this
Appendix 1) and will be legally binding on the Placee on behalf of which it is
made and except with the Joint Bookrunners' consent, such commitment will not
be capable of variation or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be
evidenced by a Form of Confirmation issued to such Placee. The terms of this
Appendix 1 will be deemed incorporated into that Form of Confirmation.
8. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Firm
Placing Shares and/or Conditional Placing Shares to be subscribed for pursuant
to the Placing will be required to be made at the same time in respect of each
such tranche, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Bookbuild and the 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 "Right to terminate
under the Placing Agreement".
10. By participating in the Placing, each Placee agrees that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law, none of the
Joint Bookrunners, the Nomad nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of the Joint
Bookrunners, the Nomad, the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners' conduct of the Placing.
12. The Placing Shares will be issued subject to the terms
and conditions of this Announcement and each Placee's commitment to subscribe
for Placing Shares on the terms set out herein will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's, the Nomad's or the Joint
Bookrunners' conduct of the Placing.
13. All times and dates in this Announcement may be subject
to amendment. The relevant Joint Bookrunner shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Joint Bookrunners' obligations under the Placing Agreement in respect of,
amongst other things, the Firm Placing are conditional on inter alia:
1. the Firm Placing Shares having been allotted,
conditional only on First Admission;
2. First Admission occurring on or around 8.00 a.m. GMT
on 11 February 2025 (or such later time or date as the Joint Bookrunners may
otherwise agree with the Company and the Nomad, being no later than 8.00 a.m.
GMT on 14 March 2025) (the "Long Stop Date");
3. the Result of Placing Announcement having been
released to an RIS by no later than 8.00 a.m. GMT on the Business Day
following the date of the Placing Agreement (or such later time or date as the
Joint Bookrunners may otherwise agree with the Company and the Nomad);
4. the delivery by the Company to the Joint Bookrunners
and the Nomad of a certificate providing certain confirmations relating, inter
alia, to First Admission signed by a Director for and on behalf of the Company
not later than 5.00 p.m. GMT on the Business Day immediately prior to the date
on which First Admission is expected to occur (and dated as of such date);
5. the Company having complied in all material respects
with its obligations which fall to be performed on or prior to First Admission
under the Placing Agreement; and
6. none of the warranties on the part of the Company in
the Placing Agreement being untrue or inaccurate or misleading when made and
none of the warranties ceasing to be true and accurate or becoming misleading
at any time prior to First Admission by reference to the facts and
circumstances then subsisting.
the Joint Bookrunners' obligations under the Placing Agreement in respect of,
amongst other things, the Conditional Placing are conditional on inter alia:
1. First Admission having occurred;
2. the issue by no later than 11 February 2025 of the
Circular to Shareholders and such other persons (if any) entitled to receive
notice of the General Meeting in accordance with the Company's articles of
association;
3. the passing of the Resolutions without material
amendment at the General Meeting (or at any adjournment thereof);
4. the Conditional Placing Shares having been allotted,
conditional only on Second Admission;
5. Second Admission occurring on or around 8.00 a.m.
GMT on 4 March 2025 (or such later time or date as the Joint Bookrunners may
otherwise agree with the Company and the Nomad, being no later the Long Stop
Date;
6. the Result of Placing Announcement having been
released to an RIS by no later than 8.00 a.m. GMT on the Business Day
following the date of the Placing Agreement (or such later time or date as the
Joint Bookrunners may otherwise agree with the Company);
7. the delivery by the Company to the Joint Bookrunners
and the Nomad of a certificate providing certain confirmations relating, inter
alia, to Second Admission signed by a Director for and on behalf of the
Company not later than 5.00 p.m. GMT on the Business Day immediately prior to
the date on which Second Admission is expected to occur (and dated as of such
date);
8. the Company having complied in all material respects
with its obligations which fall to be performed on or prior to Second
Admission under the Placing Agreement; and
9. none of the warranties on the part of the Company in
the Placing Agreement being untrue or inaccurate or misleading when made and
none of the warranties ceasing to be true and accurate or becoming misleading
at any time prior to Second Admission by reference to the facts and
circumstances then subsisting,
(together the "Conditions" and each a "Condition").
The Joint Bookrunners and the Nomad may, at their discretion (acting jointly)
and upon such terms as they think fit, waive compliance by the Company with
the whole or any part of any of the Company's obligations in relation to the
Conditions or extend the time or date provided for fulfilment of any such
Conditions in respect of all or any part of the performance thereof. The
conditions in the Placing Agreement relating to First Admission and Second
Admission taking place prior to the Long Stop Date may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Joint Bookrunners and the Nomad (acting jointly) by the relevant time or
date specified (or such later time or date as the Joint Bookrunners may agree
with the Company, being no later than 8.00 a.m. GMT on the Long Stop Date);
or (ii) the Placing Agreement is terminated in the circumstances specified
below under "Right to terminate under the Placing Agreement", the Placing will
not proceed and the Placees' rights and obligations hereunder in relation to
the Placing Shares shall cease and terminate at such time and each Placee
agrees that no claim can be made by it or on its behalf (or any person on
whose behalf the Placee is acting) in respect thereof.
For the avoidance of doubt, termination prior to First Admission shall result
in the Placing not proceeding. However, termination following First Admission
but prior to Second Admission will result in the Conditional Placing not
proceeding.
The Joint Bookrunners, the Nomad, the Company, and any of their respective
affiliates, agents, directors, officers or employees shall have no liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners and the Nomad (acting jointly).
Right to terminate under the Placing Agreement
The Joint Bookrunners and the Nomad are entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):
1. in respect of the Conditional Placing only, the
Circular is not issued to the Shareholder and such other persons (if any)
entitled to receive notice of the General Meeting in accordance with the
articles of association of the Company by 11 February 2025;
2. in respect of the Conditional Placing only, the
Resolutions not being passed without material amendment at the General Meeting
(or at any adjournment thereof);
3. where any of the warranties contained in the Placing
Agreement is, or would be if repeated at any time up to Second Admission (by
reference to the facts and circumstances then existing), untrue or inaccurate
in any respect or misleading and which in the opinion of the Joint Bookrunners
and the Nomad acting in good faith makes it impractical or inadvisable to
proceed with the Placing;
4. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time provided in the
Placing Agreement and have not been waived if capable of being waived by the
Joint Bookrunners and the Nomad;
5. there has been a development or event resulting in a
Material Adverse Effect which could in the good faith opinion of the Joint
Bookrunners and the Nomad, materially and adversely affect the Placing or
dealings in the Ordinary Shares whether or not foreseeable at the date of the
Placing Agreement; or
6. if the Company is in breach of the Placing Agreement,
in any respect which the Joint Bookrunners and the Nomad believe is material
in the context of the Placing and/or Admission, with any of its obligations
under the Placing Agreement (to the extent such obligations fall to be
performed prior to First Admission or Second Admission, as the context
required); or
7. the occurrence of a material adverse change or
certain force majeure events.
Upon termination prior to First Admission, the parties to the Placing
Agreement shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain exceptions.
Upon termination following First Admission but prior to Second Admission, then
the Conditional Placing will not proceed.
By participating in the Placing, each Placee agrees that (i) the exercise by
the Joint Bookrunners and the Nomad of any right of termination or of any
other discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and the Nomad and that it need not make
any reference to, or consult with, Placees and that it shall have no liability
to Placees whatsoever in connection with any such exercise or failure to so
exercise and (ii) its rights and obligations terminate only in the
circumstances described above under "Right to terminate under the Placing
Agreement" and "Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation by the
Joint Bookrunners of the allocation and commitments following the close of the
Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and for three months after Admission (the "Restricted
Period"), it will not, without the prior written consent of the Joint
Bookrunners, directly or indirectly offer, issue, sell or contract to sell,
issue options in respect of or otherwise dispose of or announce an offering or
issue of the Ordinary Shares (or any interest therein or in respect thereof)
or any other securities exchangeable for or convertible into, or substantially
similar to, the Ordinary Shares or enter into any transaction with the same
economic effect as, or agree to do, any of the foregoing (whether or not
legally or contractually obliged to do so) provided that the foregoing
restrictions shall not restrict the ability of the Company or any other
member of the Group during the Restricted Period to grant options under, or
the allotment and issue of shares pursuant to options under, any employee or
non-executive share or option schemes or long term incentive plans of the
Company (in accordance with its normal practice) and/or any in respect of any
existing warrants or convertible loan notes.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to the undertaking by the Company of
a transaction which would otherwise be subject to the restrictive provisions
on further issuance under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners 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: GB00BD3B8Z11)
following Admission will take place within the system administered by
Euroclear ("CREST"), subject to certain exceptions. The Joint Bookrunners
reserve the right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
It is expected that settlement in respect of the Firm Placing Shares will take
place on or around 11 February 2025 on a delivery versus payment basis. It is
expected that settlement in respect of the Conditional Placing Shares will
take place on or around 4 March 2025 on a delivery versus payment basis.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a Form of Confirmation stating the number
of Placing Shares allocated to them at the Issue Price (which shall include a
breakdown of Firm Placing Shares and/or Conditional Placing Shares (if
applicable)), the aggregate amount owed by such Placee to the relevant Joint
Bookrunner and settlement instructions. 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 in
respect of the Placing Shares that it has in place with the relevant Joint
Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the
relevant Joint Bookrunner as agent for the Company and the relevant Joint
Bookrunner will enter its delivery instruction into the CREST system. 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
(noting the differing settlement dates above for each of the Firm Placing
Shares and Conditional Placing Shares).
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of three
percentage points above the prevailing base rate of Barclays Bank plc as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the relevant Joint Bookrunners may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain from the
proceeds, for the Joint Bookrunner's account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the aggregate
amount owed by it and will be required to bear any stamp duty or stamp duty
reserve tax or other taxes or duties (together with any interest or penalties)
imposed in any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer 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), neither the relevant Joint Bookrunner nor the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each of the relevant Joint
Bookrunner (in its capacity as bookrunner and placing agent of the Company in
respect of the Placing) and the Company, in each case as a fundamental term of
their application for Placing Shares, the following:
1. it has read and understood this Announcement in its
entirety and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and 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 the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. 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 rules and practices of AIM, which
includes a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the articles of
association of the Company;
4. the person whom it specifies for registration as
holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. The Joint Bookrunners, the Nomad and the Company will not be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including interest and
penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person
acting on behalf of such Placee agrees to indemnify the Company, the Nomad and
the Joint Bookrunners on an after-tax basis in respect of any Indemnified
Taxes;
5. the Joint Bookrunners, the Nomad and any of their
affiliates agents, directors, officers and employees accept no responsibility
for any acts or omissions of the Company or any of the directors of the
Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations
under this Announcement;
7. 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 the Joint Bookrunners or the Nomad;
8. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such documents to any person;
9. no prospectus or other offering document is required
under the Prospectus Regulation, nor will one be prepared in connection with
the Bookbuild, the Placing or the Placing Shares and it has not received and
will not receive a prospectus or other offering document in connection with
the Bookbuild, the Placing or the Placing Shares;
10. in connection with the Placing, the Joint Bookrunners
and any of their affiliates acting as an investor for their own account may
subscribe for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing 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 the Placing Shares
being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Joint Bookrunners
or any of their affiliates acting in such capacity;
11. the Joint Bookrunners and their affiliates may enter
into financing arrangements and swaps with investors in connection with which
the Joint Bookrunners and any of their affiliates may from time to time
acquire, hold or dispose of such securities of the Company, including the
Placing Shares;
12. the Joint Bookrunners do not intend to disclose the
extent of any investment or transactions referred to in paragraphs 10 and 11
above otherwise than in accordance with any legal or regulatory obligation to
do so;
13. the Joint Bookrunners and the Nomad do not owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it
is not and will not be a client of a Joint Bookrunner in connection with its
participation in the Placing and that the relevant Joint Bookrunner has no
duties or responsibilities to it for providing the protections afforded to its
respective 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 Agreement nor for the exercise or
performance of any of its respective rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and none of the Joint Bookrunners, the Nomad nor
any of their affiliates agents, directors, officers or employees nor any
person acting on behalf of any of them is responsible for or has or shall have
any responsibility or liability for any information, representation or
statement contained in, or omission from, this Announcement, the Publicly
Available Information or otherwise nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in this Announcement, the
Publicly Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
16. the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to subscribe for Placing
Shares is contained in the Placing Documents or any Publicly Available
Information (save that in the case of Publicly Available Information, a
Placee's right to rely on that information is limited to the right that such
Placee would have as a matter of law in the absence of this paragraph 16),
such information being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other
information given, or representations, warranties or statements, express or
implied, made, by the Joint Bookrunners, the Nomad or the Company nor any of
their respective affiliates, agents, directors, officers or employees acting
on behalf of any of them (including in any management presentation delivered
in respect of the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any information
contained in the Placing Documents, or the Publicly Available Information or
otherwise;
18. none of the Joint Bookrunners, the Nomad or the Company,
nor any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has provided, nor
will provide, it with any material or information regarding the Placing
Shares or the Company or any other person other than the information in the
Placing Documents or the Publicly Available Information; nor has it requested
any of the Joint Bookrunners, the Company, the Nomad and any of their
respective affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
19. the Joint Bookrunners, the Nomad and/or the Company will
not be liable for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. it may not rely, and has not relied, on any
investigation that the Joint Bookrunners, the Nomad or any of their affiliates
or any person acting on any of their behalf, may have conducted with respect
to the Placing Shares, the terms of the Placing or the Company, and none of
such persons has made any representation, express or implied, with respect to
the Company, the Placing, the Placing Shares or the accuracy, completeness or
adequacy of the information in the Placing Documents, the Publicly Available
Information or any other information;
21. in making any decision to subscribe for Placing Shares
it:
a) has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of subscribing for the
Placing Shares;
b) will not look to the Joint Bookrunners or the Nomad for all or part
of any such loss it may suffer;
c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
d) is able to sustain a complete loss of an investment in the Placing
Shares;
e) has no need for liquidity with respect to its investment in the
Placing Shares;
f) has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations relevant to
its investment in the Placing Shares; and
g) has conducted its own due diligence, examination, investigation and
assessment of the Company, the Placing Shares and the terms of the Placing and
has satisfied itself that the information resulting from such investigation is
still current and relied on that investigation for the purposes of its
decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;
23. it is acting as principal only in respect of the Placing
or, if it is acting for any other person, it is:
a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of each such
person; and
b) will remain liable to the Company, the Nomad and/or the Joint
Bookrunners 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);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this 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 and that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Nomad, the Company or
any of their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing;
25. where it is subscribing for Placing Shares for one or
more managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of
the relevant Joint Bookrunner as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Announcement;
27. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the Restricted Jurisdictions, or any state, province, territory or
jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, the Joint Bookrunners, the Nomad or any person acting on behalf
of the Company, the Joint Bookrunners or the Nomad that would, or is intended
to, permit a public offer of the Placing Shares in the Restricted
Jurisdictions or any country or jurisdiction, or any state, province,
territory or jurisdiction thereof, where any such action for that purpose is
required;
29. no action has been or will be taken by any of the
Company, the Joint Bookrunners, the Nomad or any person acting on behalf of
the Company, the Joint Bookrunners or the Nomad 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;
30. unless otherwise specifically agreed with the Joint
Bookrunners and the Nomad, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing Shares will
be, a resident of, nor have an address in, Australia, Canada, the Republic of
South Africa, the Republic of Ireland, Singapore, Hong Kong or Japan;
31. it may be asked to disclose in writing or orally to the
Joint Bookrunners and/or the Nomad:
a) if he or she is an individual, his or her nationality; or
b) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
32. it is and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be outside the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act;
33. it has not been offered to purchase or subscribe for
Placing Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any "general
solicitation" or "general advertising" within the meaning of Regulation D
under the US Securities Act;
34. it understands that the Placing Shares have not been,
and will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from the United
States except pursuant to (i) an effective registration statement under the US
Securities Act; or (ii) pursuant to an exemption from the registration
requirements of the US Securities Act and, in each case, in accordance with
applicable United States state securities laws and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the US Securities Act;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
37. it understands that there may be certain consequences
under United States and other tax laws resulting from an investment in the
Placing and it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign investment company
("PFIC") for US federal income tax purposes for the current year, or whether
it is likely to be so treated for future years and the Company, the Nomad
and/or the Joint Bookrunners make no representation or warranty with respect
to the same. Accordingly, the Company, the Joint Bookrunners and/or the Nomad
cannot provide any advice to United States investors as to whether the Company
is or is not a PFIC for the current tax year, or whether it will be in future
tax years. Accordingly, the Company, the Joint Bookrunners and the Nomad
cannot undertake to provide to United States investors or shareholders any
information necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners and the Nomad in writing, it is
a Qualified Investor;
40. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA 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 Prospectus Regulation;
41. if a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares subscribed for
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 the United Kingdom or a member state of the EEA which has
implemented the Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners and the
Nomad has been given to each proposed offer or resale;
42. if in the United Kingdom, that it is a Qualified
Investor (i) having professional experience in matters relating to investments
who falls within the definition of "investment professionals" in Article 19(5)
of the Order; or (ii) who falls within Article 49(2) (a) to (d) ("High Net
Worth Companies, Unincorporated Associations, etc.") of the Order, or (iii) to
whom it may otherwise lawfully be communicated;
43. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");
44. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of FSMA) relating to the Placing Shares in circumstances in which section
21(1) of FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that the Placing Documents have not and
will not have been approved by the Joint Bookrunners and the Nomad in their
capacity as authorised persons under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
45. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all applicable provisions in FSMA and MAR in respect
of anything done in, from or otherwise involving, the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
47. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA 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;
48. in order to ensure compliance with the Regulations, the
relevant Joint Bookrunner (for itself and as agent on behalf of the Company),
the Nomad or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the relevant
Joint Bookrunner, the Nomad or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at the relevant Joint Bookrunner's or the Nomad's absolute
discretion or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Joint Bookrunner's, the Nomad's or
the Company's registrars', as the case may be, absolute discretion. If within
a reasonable time after a request for verification of identify the relevant
Joint Bookrunner (for itself and as agent on behalf of the Company), the Nomad
or the Company's registrars have not received evidence satisfactory to them,
the relevant Joint Bookrunner, the Nomad and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
49. 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 stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that 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;
50. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to subscribe
and acknowledges and agrees that it will make payment in respect of the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as the Joint Bookrunners may in their
discretion determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls short of
the product of the relevant Issue Price and the number of Placing Shares
allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
51. any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
FCA made under the FSMA. Each 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 Joint Bookrunner's
money in accordance with the client money rules and will be held by it under a
banking relationship and not as trustee;
52. its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the Joint Bookrunners or the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
53. the Joint Bookrunners, the Nomad nor any of their
affiliates, nor any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities in advance of the Placing, it confirms that
it has received such information within the market soundings regime provided
for in article 11 of MAR and associated delegated regulations and it has not:
a) used that inside information to acquire or dispose of securities of
the Company or financial instruments related thereto or cancel or amend an
order concerning the Company's securities or any such financial instruments;
b) used that inside information to encourage, require, recommend or
induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
c) disclosed such information to any person, prior to the information
being made publicly available,
55. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and
not with a view to resale or distribution;
56. it undertakes to the Joint Bookrunners at the time of
making its commitment to acquire Placing Shares that it will confirm in
writing to the Joint Bookrunners in the form of confirmation sent by the Joint
Bookrunners to Placees the number of Placing Shares it intends to acquire and
in respect of which VCT or EIS Relief will be sought and those Placing Shares
in respect of which such relief will not be sought;
57. the rights and remedies of the Company and the Joint
Bookrunners under the terms and conditions in this Announcement 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; and
58. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England 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 (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company, the Nomad or the Joint Bookrunners 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.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company, the
Nomad and the Joint Bookrunners and are irrevocable. The Joint Bookrunners,
the Company, the Nomad and their respective affiliates and others will rely
upon the truth and accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably authorises
the Company, the Joint Bookrunners and the Nomad 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, the Joint Bookrunners, the Nomad and their respective affiliates,
agents, directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by the
Joint Bookrunners, the Company, the Nomad or any of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this Announcement, and
further agrees that the provisions of this Announcement shall survive after
completion of the Placing.
Where the Placees are acting in its capacity as a discretionary investment
manager on behalf of its underlying clients, then it is the discretionary
investment manager that is to be regarded as the Placee for the purpose of
this Announcement and not the underlying client. For the avoidance of doubt,
the representations and warranties given are to be taken as made on behalf of
the Placee itself and not their underlying client.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and 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. Such agreement also assumes 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. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which the
Company, the Joint Bookrunners and the Nomad will not be responsible, and the
Placees shall indemnify the Company and the Joint Bookrunners on an after-tax
basis for any stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any jurisdiction paid
by the Company, the Nomad or the Joint Bookrunners in respect of any such
arrangements or dealings. If this is the case, each Placee should seek its own
advice and notify the Joint Bookrunners accordingly. Placees are advised to
consult with their own advisers regarding the tax aspects of the subscription
for Placing Shares.
The Company, the Nomad and the Joint Bookrunners are not liable to bear any
taxes that arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the laws of the
United Kingdom or any country in the EEA. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability arises and
notify the Joint Bookrunners and the Company accordingly. Furthermore, each
prospective Placee agrees to indemnify on an after-tax basis and hold the
Joint Bookrunners, the Nomad and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties or taxes in
any jurisdiction to the extent that such interest, fines or penalties arise
from the unreasonable default or delay of that Placee or its agent.
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, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
Enterprise Investment Scheme (EIS) and Venture Capital Trusts (VCT)
The Company believes that, based on advice received, the Firm Placing Shares,
a portion of the Conditional Placing Shares and the WRAP Retail Offer Shares
will constitute 'eligible shares' and that the Company will be regarded as a
'qualifying company' for the purposes of the EIS rules. The Company also
expects certain of the Placing Shares to be capable of constituting a
qualifying holding for VCT purposes.
The status of such Shares as a qualifying holding for VCT purposes will be
conditional (amongst other things) on the qualifying conditions being
satisfied throughout the period of ownership. The status of such Shares as
qualifying for EIS Relief will be conditional (amongst other things) on the
qualifying conditions being satisfied, both by the Company and (as regards
those conditions to be met by the investor) the investor throughout a period
of at least three years from the date of issue.
There can be no assurance that the Company will conduct its activities in a
way that will secure or retain qualifying status for VCT and/or EIS purposes
(and indeed circumstances may arise where the Directors of the Company believe
that the interests of the Group are not served by seeking to retain such
status). Further, the conditions for VCT and EIS Relief are complex and
relevant investors are recommended to seek their own professional advice
before investing. This paragraph is without prejudice to any separate comfort
letters which may have been given by the Company to certain EIS and/or VCT
investors in connection with the Placing.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
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.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange plc.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
APPENDIX II
DEFINITIONS
The following definitions apply in the Appendices, and as the context shall
admit, in the Announcement:
Admission together, First Admission and Second Admission and "Admission" shall mean
either or both of them as the context may so require
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
AIM Rules for Nominated Advisors the AIM Rules for Nominated Advisers as issued by the London Stock Exchange,
from time to time
Announcement this Announcement, including the Appendices and the terms and conditions set
out herein
Applications the applications, or either of them in the context of the Firm Placing Shares
and the Conditional Placing Shares, made by the Nomad, on behalf of the
Company, to the London Stock Exchange for First Admission and Second
Admission, as applicable
Board the board of directors of the Company
Bookbuild the bookbuilding process to be conducted by the Joint Bookrunners to arrange
participation by Placees in the Placing
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
Circular the circular containing further details of the Placing and a notice convening
the General Meeting in order to pass the Resolutions, which is expected to be
published by the Company on or about 11 February 2025
Company or Belluscura Belluscura Plc, a company incorporated in England and Wales with company
number 09910883, having its registered address at 15 Fetter Lane, London,
England, EC4A 1BW
Conditional Placing the placing of the Conditional Placing Shares (which is conditional on, inter
alia, the passing of the Resolutions) by the Joint Bookrunners on behalf of
the Company at the Issue Price, in accordance with the Placing Agreement
Conditional Placing Shares a minimum of 159,000,000 new Ordinary Shares to be issued by the Company at
the Issue Price as part of the Placing, conditional on, inter alia, the
passing of the Resolutions
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
CREST Member a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as
amended)
Directors or Board the current directors of the Company as at the date of this Announcement
EEA the European Economic Area
EIS the enterprise investment scheme, as particularised in Part V of the EIS
Legislation
EIS Legislation Part V of the Income Tax Act 2007 and any provisions of UK or European law
referred to therein
EU the European Union
Euroclear Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares the 168,408,232 Ordinary Shares of £0.01 each in issue at the date of this
document, all of which are admitted to trading on AIM and being the entire
issued ordinary share capital of the Company
FCA the Financial Conduct Authority
First Admission admission of the Firm Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules
Firm Placing the conditional placing of the Firm Placing Shares by the Joint Bookrunners on
behalf of the Company at the Issue Price, in accordance with the Placing
Agreement
Firm Placing Shares the 33,000,000 new Ordinary Shares to be issued by the Company at the Issue
Price as part of the Placing pursuant to the existing allotment authority
obtained by the Directors at the annual general meeting of the Company on 27
August 2024
Form of Confirmation the form of confirmation to be despatched to the Placees by the relevant Joint
Bookrunners or the contract note made between the relevant Joint Bookrunners
and the Placees, in each case which incorporate by reference the terms and
conditions of the Placing contained in this Announcement
Form of Proxy the form of proxy for use in relation to the General Meeting enclosed with the
Circular
FSMA the Financial Services and Markets Act 2000, as amended
General Meeting the general meeting of the Company to be held at 11.00 a.m. on 28 February
2025 at the Company's registered office.
GMT Greenwich Mean Time
Group the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
ISIN International Securities Identification Number
Issue Price 2.0 pence per Placing Share
Joint Bookrunners or Dowgate or Allenby Dowgate Capital Limited and Allenby Capital Limited and "Joint Bookrunner"
shall be construed accordingly
London Stock Exchange London Stock Exchange plc
Long Stop Date 8.00 a.m. on 14 March 2025
MAR Regulation (EU) 596/2014 of the European Parliament and of the Council of 16
April 2014 on market abuse as it forms part of the law of England and Wales by
virtue of section 3 of the European Union (Withdrawal) Act 2018 (as it may be
modified from time to time by or under domestic law including, but not limited
to, by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310)
Material Adverse Effect a material adverse effect, or any development or matter likely to have a
material adverse effect, in or affecting the business, condition (financial,
trading, operational, legal or otherwise), management, properties, assets,
rights, results of operations, earnings or assets of the Group, whether or not
arising in the ordinary course of business and whether or not foreseeable as
at the date of the Placing Agreement
Nomad or SPARK the Company's nominated advisor, Spark Advisory Partners Limited, a company
incorporated in England and Wales with company number 03191370, having its
registered office at 5 St. John's Lane, London, EC1M 4BH
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company
Placees any person procured by either of the Joint Bookrunners (acting as agents for
and on behalf of the Company), on the terms, and subject to, the conditions of
the Placing Agreement, to subscribe for the Placing Shares pursuant to the
Placing;
Placing the proposed issue and allotment at the Issue Price of the Firm Placing Shares
and the Conditional Placing Shares, in accordance with the Placing Agreement
and as described in this Announcement
Placing Agreement the conditional placing agreement dated 6 February 2025 between the Company,
the Nomad and the Joint Bookrunners in relation to the Placing
Resolutions resolutions 1 and 2 to be proposed at the General Meeting, being the
resolutions which need to be passed in order for the Conditional Placing to
proceed, further details of which are set out in the notice of General Meeting
as contained in the Circular
Placing Shares the Firm Placing Shares and the Conditional Placing Shares being, in
aggregate, not less than 159,000,000 new Ordinary Shares, to be issued by the
Company at the Issue Price as part of the Placing pursuant to the Placing
Prospectus Regulation Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018
Qualified Investors qualified investors as defined in Article 2(e) of the Prospectus Regulation
Regulation S Regulation S under the US Securities Act
Restricted Jurisdictions United States, Australia, Canada, The Republic of South Africa, The Republic
of Ireland, Singapore, Hong Kong or Japan or any other jurisdiction in which
such release publication or distribution would be unlawful
RIS shall have the same meaning as in the AIM Rules
Second Admission admission of the Conditional Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules, which is expected to occur at 8.00
a.m. on or around 4 March 2025
Securities Act US Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares (and each a Shareholder) from time to time
UK MAR the Market Abuse Regulation (EU Regulation No. 596/2014 which forms part of
domestic law pursuant to the European Union (Withdrawal) Act 2018)
VCT venture capital trusts, as particularised in Part VI of the VCT Legislation
VCT Legislation Part VI of the Income Tax 2007 and any provisions of UK or European law
referred to therein
Winterflood Winterflood Securities Limited, a company registered in England and Wales with
company number 02242204 and having its registered office at Riverbank House, 2
Swan Lane, London, United Kingdom, EC4R 3GA
WRAP Platform the Winterflood Retail Access Platform, a technology platform being used to
facilitate the WRAP Retail Offer
WRAP Retail Offer the conditional offer made by the Company on the WRAP Platform of the WRAP
Retail Offer Shares at the Issue Price
WRAP Retail Offer Announcement the press announcement giving details of the WRAP Retail Offer published by
the Company on 7 February 2025
WRAP Retail Offer Shares up to 25,000,000 New Ordinary Shares to be issued pursuant to the WRAP Retail
Offer, available to existing eligible retail shareholders, at the Issue Price
conditional on, inter alia, the passing of the Resolutions
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