REG - BiVictriX Therapcts. - Proposed Fundraise in excess of £2 million
19/07/2023 12:45
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RNS Number : 5443G BiVictriX Therapeutics PLC 19 July 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU
REGULATION 596/2014 AS IT FORMS PART OF THE UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
E-THERAPEUTICS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE
THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING. THE
DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPENDIX III OF THIS
ANNOUNCEMENT.
BIVICTRIX THERAPEUTICS PLC
("BiVictriX" or the "Company")
Proposed Fundraise in excess of £2 million
Alderley Park, 19 July 2023 - BiVictriX Therapeutics plc (AIM: BVX), an
emerging biotechnology company applying a differentiated approach to develop
next-generation cancer therapies with substantially improved cancer cell
selectivity and anti-cancer activity, announces a proposed fundraise in excess
of £2 million (before expenses) by way of a conditional placing to
institutional and other investors (the "Placing") and conditional direct
subscriptions with the Company by individual investors (the "Subscription",
and together with the Placing, the "Fundraise").
The issue of new Ordinary Shares pursuant to the Fundraise will be conditional
on, inter alia, Shareholders approving resolutions to increase the Directors'
authority to allot the Placing and Subscription Shares, and to disapply
statutory pre-emption rights (the "Resolutions"), at a General Meeting ("GM")
of the Company which is expected to be held on or around 8 August 2023 at
11.00 a.m. at the Company's registered office, Mereside Alderley Park,
Alderley Edge, Manchester, SK10 4TG.
Highlights of the Fundraise
· A proposed total Fundraise in excess of £2 million before expenses
comprising:
o the Placing to raise in excess of £1.2 million before expenses through
the issue of approximately 9.2 million new Ordinary Shares (the "Placing
Shares") at a price of 13 pence per Placing Share (the "Issue Price"),
representing approximately 14.0 per cent. of the Existing Ordinary Shares; and
o the Subscription to raise approximately £0.8 million before expenses
through the issue of 6.8 million new Ordinary Shares (the "Subscription
Shares") at the Issue Price, representing approximately 10.3 per cent. of the
Existing Ordinary Shares.
· The Placing will be conducted by way of an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out in Appendix
II to this Announcement. The Bookbuild is expected to close on 19 July 2023. A
further announcement will be made in due course, confirming the final quantum
raised and number of new Ordinary Shares to be issued pursuant to the Placing
and Subscription once the Bookbuild has closed.
· The Issue Price represents a discount of approximately 10.3 per cent.
to the closing middle market price of 14.5 pence per Ordinary Share on 18 July
2023, being the latest practicable date prior to the date and time of this
Announcement.
· The Placing Shares and Subscription Shares are eligible for EIS
Relief and VCT Relief.
· The issue of new Ordinary Shares pursuant to the Fundraise will be
conditional on, inter alia, Shareholders approving the Resolutions at the
Company's GM which is expected to be held on or around 8 August 2023.
· Neither the Placing nor the Subscription are underwritten.
· SP Angel Corporate Finance LLP ("SP Angel") is acting as Nominated
Adviser, joint broker and joint bookrunner and Panmure Gordon (UK) Limited
("Panmure") is acting as joint broker and joint bookrunner.
Company overview
BiVictriX is applying a differentiated approach to one of the fastest growing
markets in oncology, delivering the next generation of cancer-targeted
Antibody Drug Conjugates ('ADCs') with an initial target of Acute Myeloid
Leukemia ('AML').
The Company's proprietary pipeline of Bi-Cygni® ADCs couple the
identification of novel cancer-specific fingerprints, targets that are
co-expressed on tumour cells and largely absent from healthy cells, with the
design of first-in-class obligate bispecific ADCs to deliver the
next-generation of ADC therapy with superior cancer-selectivity and efficacy.
Bi-Cygni® fingerprints require dual binding to tumour cells to deliver
maximum cell killing power, whereas healthy cells that do not enable dual
binding are left largely unharmed; thereby providing the opportunity to
generate ADCs with the widest therapeutic windows. Bi-Cygni® ADCs offer
several potential benefits including enabling higher dosing for prolonged
periods and providing avenues for combinatorial therapeutic regimens due to
lower toxicity, together with providing the potential to address tumour
heterogeneity in the clinic. All of which aims to provide better tumour
eradication and ultimately, improved outcomes for patients with some of the
most challenging to treat cancers.
Due to their enhanced cancer-selectivity, Bi-Cygni® ADCs offer the
opportunity for a novel approach to cancer treatment, with the potential to
vastly improve outcomes for patients and their families across a broad
spectrum of cancer indications.
Recent Developments
Since BiVictriX's initial public offering in August 2021, the Company has
prioritised investing resources towards progressing internal and external
research and development, culminating in notable growth and expansion of its
therapeutic pipeline and the establishment of a strong intellectual property
portfolio. These efforts resulted in the identification of a development lead
for the Company's BVX001 programme in December 2022.
In January 2023, the Company announced positive in vivo data from a toxicity
evaluation study for BVX001 compared to gemtuzumab ozogamicin ('GO'). GO,
which is marketed as Mylotarg®, is currently the only approved ADC
indicated for the treatment of AML. This study showed superior cancer cell
selectivity and safety versus Mylotarg® and provided validation for the wider
Bi-Cygni® approach across multiple tumour types.
On 6 June 2023, following a further four-week study, the Company announced the
nomination of a clinical candidate for BVX001, following strong in vivo
efficacy data. The data showed highly statistically significant tumour
regressions (up to 93 per cent. at day 28), when compared to the untreated
negative control group, with no observed adverse effects in a murine model of
AML.
On 19 June 2023, the Company announced positive interim data from a second in
vivo study for BVX001. In this study, the AML tumours were established at a
much larger size than during the first in vivo study prior to dosing, making
any anti-tumour responses more significant. This data showed that BVX001
retains its potent anti-tumour activity even in the more difficult setting,
with no observed adverse effects.
On 17 July 2023, the Company announced positive final data in its second in
vivo efficacy study of BVX001. The final data at day 28 showed that BVX001
induced highly statistically significant tumour regressions of 97 per cent.
following administration of all eight scheduled doses. Together with the 19
June 2023 announcement, these in vivo efficacy studies make up a strong
preclinical data package for BVX001 programme, demonstrating the significant
potential of the Company's lead therapeutic asset in treating patients with
AML.
Full results from this in vivo efficacy study will be submitted for
publication and presented at an upcoming scientific conference.
On 17 July 2023, the Company also announced that the United States Patent and
Trademark Office ("USPTO") had issued a Notice of Allowance, wherein USPTO has
agreed to issue a patent which provides broad protection of BVX001, in the US.
It is anticipated that the patent claims will be granted within the coming
months. The Company is also in the process of securing intellectual property
protection in a further seven global territories to provide broad protection
for BVX001 across all relevant markets.
Rationale for the Fundraise
The Directors believe the proposed Fundraise will accelerate the next stage of
the Company's development and value creation and support its plans to progress
BVX001 into clinical trials for AML.
The net proceeds of the Fundraise will be used to facilitate a number of
initiatives, with a focus on the Company's main asset, BVX001, including
investing in:
· obtaining non-GLP toxicity data for BVX001;
· securing orphan drug designation status for BVX001;
· developing the broader pipeline to provide initial efficacy and
safety data, demonstrating the wider applicability of approach to solid tumour
indications; and
· general working capital purposes.
Tiffany Thorn, Chief Executive Officer of BiVictriX Therapeutics plc,
commented: "Following the nomination of our clinical candidate for BVX001, we
believe we are now well positioned to demonstrate the full potential of our
promising next-generation Bi-Cygni® ADC approach. The growing body of
positive preclinical data for BVX001 provides evidence of our approach in
improving the efficacy, and importantly, the tumour specificity of this
promising therapeutic class in targeting some of the most challenging-to-treat
cancers. We are incredibly grateful for the continued support of our existing
shareholders and would like to welcome and thank our new shareholders for
joining us as we expeditiously advance our first-in-class therapeutics."
Details of the Conditional Placing
The Company, SP Angel and Panmure have today entered into a placing agreement
(the "Placing Agreement"), pursuant to which, on the terms and subject to the
conditions set out therein, SP Angel and Panmure have agreed to use their
reasonable endeavours to procure, as the Company's agents, Placees for
approximately 9.2 million Placing Shares at the Issue Price, raising gross
proceeds of approximately £1.2 million for the Company.
The Placing Agreement contains customary undertakings and warranties given by
the Company to SP Angel and Panmure including as to the accuracy of
information contained in this Announcement, to matters relating to the Company
and its business and a customary indemnity given by the Company to SP Angel
and Panmure in respect of liabilities arising out of, or in connection with,
the Fundraise.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the Existing Ordinary Shares and the
Subscription Shares, including, without limitation, as regards the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.
The Placing is conditional upon, inter alia, shareholder approval being
received at the Company's upcoming GM, expected to take place on or around 8
August 2023, the Placing Shares being admitted to trading on AIM by not later
than 8.00 a.m. on 9 August 2023, or such later time and/or date as the
Company, SP Angel and Panmure may agree (being not later than 8.00 a.m. on 31
August 2023) and the Placing Agreement not having been terminated in
accordance with its terms. The Placing is also conditional on the completion
of the Subscription.
Appendix II to this Announcement sets out further information relating to the
terms and conditions of the Placing.
No element of the Placing (and for the avoidance of doubt, the Fundraise) is
underwritten.
Details of the Conditional Subscription
The Company has entered into subscription agreements with various individual
investors, pursuant to which the Company has agreed to issue the Subscription
Shares to such individual investors, at the Issue Price, raising gross
proceeds for the Company of approximately £0.8 million (the "Subscription
Letters"). The Subscription Shares will be subscribed for on the basis agreed
pursuant to the Subscription Letters, rather than pursuant to the terms and
conditions of the Placing contained in Appendix II to this Announcement.
The Subscription Shares, when issued, will be fully paid and will rank pari
passu in all respects with each other and with the Existing Ordinary Shares
and the Placing Shares, including, without limitation, as regards the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.
The Subscription is conditional upon, inter alia, shareholder approval being
received at the Company's upcoming GM, expected to take place on or around 8
August 2023, the Admission of the Subscription Shares and the Placing Shares
becoming effective not later than 8.00 a.m. on 9 August 2023, or such later
time and/or date as the Company may agree (being not later than 8.00
a.m. on 31 August 2023). The Subscription is also conditional upon the
Placing Agreement becoming unconditional in all respects and not being
terminated in accordance with its terms.
Issue of Equity and Admission
An application will be made to the London Stock Exchange for admission of
the Placing Shares and the Subscription Shares to trading on AIM.
It is expected that Admission will take place at 8.00 a.m. (UK time) on or
around 9 August 2023 and that dealings in the Placing Shares and
Subscription Shares on AIM will commence at the same time. Admission will be
subject to shareholder approval of the required Resolutions at the Company's
upcoming GM.
Director Participation
Certain Directors intend to subscribe for 276,923 Subscription Shares at the
Issue Price for an aggregate amount of approximately £36,000. Further details
will be announced when the Bookbuild has closed.
The capitalised terms used in this Announcement have the meaning set out in
Appendix III to this Announcement.
The TIDM for the Company's Ordinary Shares is BVX. The Company's LEI is
213800ZIS5IZNA6N3L53.
For more information, please contact:
BiVictriX Therapeutics plc
Tiffany Thorn, Chief Executive Officer
Michael Kauffman, Non-Executive Chairman Email: info@bivictrix.com (mailto:info@bivictrix.com)
SP Angel Corporate Finance LLP (NOMAD, Joint Broker and Joint Bookrunner) Tel: +44 (0) 20 3470 0470
David Hignell, Kasia Brzozowska (Corporate Finance)
Vadim Alexandre, Rob Rees (Sales and Broking)
Panmure Gordon (UK) Limited (Joint Broker and Joint Bookrunner) Tel: +44 (0) 20 7886 2500
Rupert Dearden, Freddy Crossley, Emma Earl
Consilium Strategic Communications
Mary-Jane Elliott, Namrata Taak, Genevieve Wilson, Emmalee Hoppe Tel: +44 (0) 20 3709 5700
Email: Bivictrix@consilium-comms.com (mailto:Bivictrix@consilium-comms.com)
About BiVictriX Therapeutics plc
BiVictriX (AIM: BVX) is an emerging biotechnology company leveraging clinical
experience and its proprietary discovery engine to advance a new class of
highly cancer-selective, next-generation precision cancer therapies in one of
the fastest-growing markets in oncology. BiVictriX's first-in-class Bi-Cygni®
Antibody Drug Conjugates (ADCs) combine superior efficacy with substantially
improved cancer-selectivity and safety to provide opportunities for prolonged
dosing and greater efficacy in the clinic. The Company is advancing its
pipeline to deliver the future of cancer care across a broad range of
haematological and solid cancer indications in areas of high unmet medical
need.
Find out more at www.bivictrix.com (http://www.bivictrix.com) and connect with
us on LinkedIn (https://www.linkedin.com/company/bivictrix-therapeutics-plc/)
and Twitter @BiVictriX (https://twitter.com/BiVictriX) .
IMPORTANT NOTICES
No action has been taken by the Company or Panmure Gordon or SP Angel or any
of their respective affiliates, or any person acting on its or their behalf
that would permit an offer of the Placing Shares, Subscription Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares or Subscription Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Brokers to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.
This Announcement has not been approved by the London Stock Exchange.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons (as defined in Appendix II). 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 constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it (other than the Appendix in
relation to Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or commitment with the
Company. In particular, the Placing Shares and Subscription Shares have not
been, and will not be, registered under the United States Securities Act of
1933, as amended (the "Securities Act") or qualified for sale under the laws
of any state of the United States or under the applicable laws of any of
Canada, Australia, the Republic of South Africa, New Zealand or Japan and,
subject to certain exceptions, may not be offered or sold in the United States
or to, or for the account or benefit of, US persons (as such term is defined
in Regulation S under the Securities Act) or to any national, resident or
citizen of Canada, Australia, the Republic of South Africa, New Zealand or
Japan.
The distribution or transmission of this Announcement and the offering of the
Placing Shares and/or Subscription Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. No action has been taken by the Company or the
Joint Brokers that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company and the Joint Brokers to inform themselves about, and to
observe, such restrictions. In particular, this Announcement may not be
distributed, directly or indirectly, in or into the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa or any other
jurisdiction in which such release, publication or distribution would be
unlawful. Overseas Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal obligation to
forward this document to a jurisdiction outside the UK should seek appropriate
advice before taking any action.
By participating in the Bookbuild and the Fundraise, each person who is
invited to and who chooses to participate in the Fundraise by making an oral
or written and legally binding offer to acquire Placing Shares will be deemed
to have read and understood this Announcement in its entirety.
This Announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions or negatives
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's control that
could cause the actual results, performance or achievements of the Company to
be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Company's present
and future business strategies and the environment in which the Company will
operate in the future. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based unless required to do so
by applicable law or the AIM Rules.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings or
losses per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings or losses
per share of the Company.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Brokers or by any of their respective affiliates or any
person acting on its or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraise. Any indication
in this Announcement of the price at which Ordinary Shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares and/or Subscription Shares. The contents of this Announcement are not
to be construed as legal, business, financial or tax advice. Each investor or
prospective investor should consult their or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, business, financial or
tax advice.
All offers of the Placing Shares and/or Subscription Shares will be made
pursuant to an exemption under the UK Prospectus Regulation or the EU
Prospectus Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in the UK only
in circumstances to which section 21(1) of the FSMA does not apply.
The Placing Shares and Subscription Shares to be issued or sold pursuant to
the Fundraise will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
Panmure Gordon and SP Angel are authorised and regulated in the United Kingdom
by the FCA and are acting exclusively for the Company and no one else in
connection with the Fundraise, the contents of this Announcement or any other
matters described in this Announcement. Panmure Gordon and SP Angel will not
regard any other person as its client in relation to the Fundraise, the
content of this Announcement or any other matters described in this
Announcement and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to the Fundraise, the
content of this Announcement or any other matters referred to in this
Announcement. SP Angel's responsibilities as Nominated Adviser to the Company
are owed solely to the London Stock Exchange and no-one else.
Appendix II to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. By participating in the Placing,
each person who is invited to and who chooses to participate in the Placing by
making or accepting an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety (including Appendix II) and to be making such offer on the terms and
subject to the conditions set out in this Announcement and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained in Appendix II. The Company, the Joint Brokers and their respective
affiliates, agents, directors, officers and employees will rely upon the truth
and accuracy of the representations, warranties, undertakings, agreements and
acknowledgements contained in Appendix II.
APPENDIX I
Expected Timetable for the Fundraising
2023
Announcement of the results of the Fundraise 19 July
General Meeting to approve the Fundraise 8 August
Admission effective and commencement of dealings in the Placing Shares and 9 August
Subscription Shares
Placing Shares and Subscription Shares credited to CREST stock accounts 9 August
Despatch of definitive share certificates in respect of new Ordinary Shares to within 14 working days
be issued in certificated form
Long Stop Date 5.00 p.m. on 31 August
Notes:
(i) References to times in this Announcement are to London time (unless
otherwise stated).
(ii) If any of the above times or dates should change, the revised times
and/or dates will be notified by an announcement to an RIS.
(iii) The timing of the events in the above timetable is indicative only.
APPENDIX II
TERMS AND CONDITIONS OF THE PLACING
INTRODUCTION
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER THE "ANNOUNCEMENT"), AND
THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN ("THE EXCLUDED TERRITORIES") OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED
OR SOLD TO ANY PERSON IN THE EUROPEAN UNION OR THE UK, OTHER THAN TO QUALIFIED
INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR
ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO
INVEST IN SECURITIES.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHO ARE
QUALIFIED INVESTORS (WITHIN THE MEANING OF THE PROSPECTUS REGULATION (EU)
2017/1129) ("EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (B)
PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF THE UK VERSION OF THE PROSPECTUS REGULATION WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED AND SUPPLEMENTED
(INCLUDING BY THE UK PROSPECTUS AMENDMENT REGULATIONS 2019 AND THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (PROSPECTUS) REGULATIONS 2019) ("UK PROSPECTUS
REGULATION") WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 ("ORDER") (INVESTMENT PROFESSIONALS)
OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.) ("UK QUALIFIED INVESTORS") (AND
EU QUALIFIED INVESTORS AND UK QUALIFIED INVESTORS BEING "QUALIFIED INVESTORS"
AND EACH A "QUALIFIED INVESTOR") AND (C) THOSE PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (EACH SUCH PERSONS REFERRED TO ABOVE BEING
A "RELEVANT PERSON"). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION
PURPOSES ONLY IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT ACTIVITY OR
DECISION, AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION BY THE COMPANY THAT
ANY RECIPIENT SHOULD ACQUIRE ANY INTEREST IN THE SHARE CAPITAL OR ANY OTHER
INTEREST IN THE COMPANY. IT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO
WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER
FOR ADVICE.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF
OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED
STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE UNITED STATES TO A LIMITED
NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" ("QIB") AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE
PLACING SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS
WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL
OF THE PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by
making (or on whose behalf there is made) an oral or written offer to
subscribe for Placing Shares (each such person whose participation is accepted
by the Joint Brokers in accordance with this Appendix being hereinafter
referred to as a "Placee" and together, as the "Placees" will be deemed to
have read and understood this Announcement and these terms and conditions in
their entirety and to be making such offer on the terms and conditions and to
be providing the representations, warranties, acknowledgements, and
undertakings contained in this Appendix. In particular, each such Placee
represents warrants and acknowledges to the Company and the Joint Brokers
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. 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, acknowledgments, undertakings and
agreements contained in this Announcement;
3. 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 UK Prospectus
Regulation and Article 5(l) of the UK Prospectus Regulation, (i) the Placing
Shares acquired by it have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any Member State
of the EEA or the UK other than Qualified Investors or in circumstances in
which the prior consent of the Joint Brokers has been given to the offer or
resale; or (ii) where Placing Shares have been acquired by it on behalf of
persons in any Member State of the EEA or the UK 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; and/or
4. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any person on
whose account it is acting) is (a) located outside the United States and is
acquiring the Placing Shares in an "offshore transaction" as defined in, and
in accordance with, Regulation S; or (b) is a dealer or other professional
fiduciary in the United States acting on a discretionary basis for a non-U.S.
Person as defined in and in reliance on Regulation S; or (c) if within the
United States, is a QIB.
The Company and the Joint Brokers will rely upon the truth and accuracy of the
foregoing representations, acknowledgements and agreements. Each Placee hereby
agrees with the Company and the Joint Brokers to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if the Joint
Brokers confirm to such Placee its allocation of Placing Shares. Neither of
the Joint Brokers makes any representation to any Placee regarding an
investment in the Placing Shares referred to in this Announcement (including
this Appendix).
This Announcement (including this Appendix) does not constitute an offer and
may not be used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction in which such offer or solicitation is or may be unlawful. No
action has been taken by the Company or the Joint Brokers that would permit an
offering of such securities or possession or distribution of this document or
any other offering or publicity material relating to such securities in any
jurisdiction where action for that purpose is required. This Announcement
(including this Appendix) and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in the United
States, the Excluded Territories or in any jurisdiction in which such
publication or distribution is unlawful. Persons who come into possession of
this Announcement are required by the Company to inform themselves about and
to observe any restrictions of transfer of this Announcement. No public offer
of securities of the Company under the Placing is being made in the United
Kingdom, the United States or any Excluded Territory.
In particular, the Placing Shares referred to in this Announcement have not
been and will not be registered under the Securities Act or under any laws of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in 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 in the United
States. The Placing Shares are only being offered and sold only (i) outside
the United States in offshore transactions as defined in and in accordance
with Regulation S; and (ii) in the United States to a limited number of QIBs
pursuant to an exemption from the registration requirements of the Securities
Act. Any offer or sale of Placing Shares in the United States will be made
only by broker-dealers who are registered as such under the Exchange Act. The
Company has not registered and will not be registered under the U.S.
Investment Company Act of 1940, as amended.
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; 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 any
of the Excluded Territories. 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 the Excluded
Territories or any other jurisdiction outside the United Kingdom.
Any indication in this Announcement of the price at which Shares have been
bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares will not be admitted to trading on any stock exchange other
than the AIM Market of the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the announcement of which it forms part should seek appropriate advice before
taking any action.
TIMETABLE FOR THE PLACING
Various dates referred to in this Announcement are stated on the basis of the
expected timetable for the Placing. It is possible that some of these dates
may be changed. The Placing Shares will be allotted on 8 August 2023,
conditional the passing of the Resolutions at the General Meeting and upon
Admission becoming effective on 9 August 2023
DETAILS OF THE PLACING
The Joint Brokers have entered into the Placing Agreement with the Company
under which the Joint Brokers have (severally, and not jointly or jointly and
severally), on the terms and subject to the conditions set out therein,
undertaken to use their respective reasonable endeavours to procure, as agents
for the Company, subscribers for the Placing Shares at the Issue Price.
The Placing Agreement contains customary warranties and indemnities given by
the Company to the Joint Brokers as to matters relating to the Company and its
business in respect of liabilities arising out of, or in connection with, the
Placing.
The Joint Brokers will today commence the Bookbuild to determine demand for
participation by Placees. The book will open with immediate effect. This
Appendix 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. Members of the public are not
entitled to participate.
The Joint Brokers and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
The Bookbuild is expected to close at 2p.m. GMT today, 19 July 2023, but may
be closed earlier, or later, at the discretion of the Joint Brokers. The Joint
Brokers may, in agreement with the Company, accept bids received after the
Bookbuild has closed.
The Joint Brokers (after consultation with the Company and on the basis of
allocations agreed between the Company and the Joint Brokers) reserve the
right to scale back the number of Placing Shares to be subscribed by any
Placee in the event of applications in excess of the target amount under the
Placing. The Company and the Joint Brokers also reserve the right not to
accept offers to subscribe for Placing Shares or to accept such offer in part
rather than in whole. The Joint Brokers shall be entitled to effect the
Placing by such method as they shall in their sole discretion determine. To
the fullest extent permissible by law and the applicable rules of the FCA,
neither of the Joint Brokers nor any holding company of a Joint Broker nor any
subsidiary branch or affiliate of a Joint Broker (each an affiliate) nor any
person acting on behalf of any of the foregoing shall have any liability to
the Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither of the Joint Brokers, nor any affiliate
thereof nor any person acting on their respective behalf's shall have any
liability to Placees in respect of their conduct of the Bookbuild or the
Placing.
Each Placee's obligations will be owed to the Company and to the Joint
Brokers. Following the confirmation referred to below in the paragraph
entitled "Participation in, and principal terms of, the Placing", each Placee
will also have an immediate, separate, irrevocable and binding obligation,
owed to the Joint Brokers, to pay to Panmure Gordon or SP Angel (as the case
maybe) (or as they shall each respectively direct) in cleared funds an amount
equal to the product of the Issue Price and the number of Placing Shares which
such Placees has agreed to acquire.
Each Placee and any person acting on behalf of such Placee agrees to indemnify
on demand and hold each of the Joint Brokers and the Company, and their
respective affiliates harmless from any costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the acknowledgments, undertakings, representations,
warranties and agreements set forth in these terms and conditions and any
contract note.
The Placing is also conditional upon the Placing Agreement becoming
unconditional and the Placing Agreement not being terminated in accordance
with its terms. Further details of conditions in relation to the Placing are
set out below in the paragraph entitled "Conditions of the Placing". All
obligations under the Placing will be subject to the fulfilment of the
conditions referred to below in the paragraph entitled "Conditions of the
Placing".
To the fullest extent permitted by law, each Placee acknowledges and agrees
that it will not be entitled to exercise any remedy of rescission at any time.
This does not affect any other rights the Placee may have.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions (if any) declared, made
or paid on or in respect of the Shares after the relevant date of issue of the
Placing Shares.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the London Stock Exchange for the Admission.
Settlement of the Placing Shares and Admission is expected to become
effective on or around 8.00 a.m. on 9 August 2023 and dealings in the Placing
Shares will commence at that time.
Settlement of transactions in the Placing Shares following Admission will take
place within the system administered by CREST, subject to certain exceptions.
The Company reserves the right to require settlement for and delivery of the
Placing Shares to Placees in certificated form if either of the Joint Brokers
or the Company in its absolute discretion considers this to be necessary or
desirable.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable and binding obligation to pay the
Issue Price in cleared funds for the number of Placing Shares duly allocated
to the Placee under the Placing in the manner and by the time directed by the
Joint Brokers. If any Placee fails to pay as so directed and/or by the time
directed, the relevant Placee's application for Placing Shares shall at the
Joint Brokers' discretion either be rejected or accepted in which case the
paragraph below entitled "Registration and Settlement" shall apply to such
application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Each Joint Broker (whether through itself or any of its affiliates) is
arranging the Placing as placing agent of the Company and using its reasonable
endeavours to procure Placees at the Issue Price for the Placing Shares.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Joint Brokers. The Joint
Brokers and its affiliates may participate in the Placing as principal.
By participating in the Placing, Placees will be deemed to have read and
understood this Announcement, including this Appendix, in its entirety and to
be participating and making an offer for Placing Shares on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, agreements and undertakings contained in this Appendix.
This Appendix 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 number of Placing Shares to be issued, and the extent of each Placee's
participation in the Placing (which will not necessarily be the same for each
Placee), will be agreed between the Joint Brokers and the Company following
completion of the Bookbuild. No element of the Placing will be underwritten.
The aggregate number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuild.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or by email with a Joint Broker as agent of the
Company. Each Placee's allocation will be determined by the Joint Brokers at
their discretion and confirmed to Placees orally or by email by the relevant
Joint Broker, and a form of confirmation will be dispatched as soon as
possible thereafter. The oral or email confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of the Joint Brokers and the
Company, under which it agrees to acquire the number of Placing Shares
allocated to it at the Issue Price on the terms and conditions set out in this
Appendix and in accordance with the articles of incorporation of the Company.
Except as required by law or regulation, no press release or other
announcement will be made by the Joint Brokers or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made on the basis explained
below under the paragraph entitled "Registration and Settlement".
All obligations under the Placing will be subject to fulfilment or (where
applicable) waiver of, amongst other things, the conditions referred to below
and to the Placing not being terminated on the basis referred to below.
By participating in the Placing, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
Subject to being otherwise provided for herein, the Joint Brokers may choose
to not accept bids and/or accept bids, either in whole or in part, on the
basis of allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as they may determine. The Joint
Brokers may also, subject to the prior consent of the Company (i) allocate
Placing Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time.
To the fullest extent permissible by law, none of the Company, the Joint
Brokers or any of their respective affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise under these terms and conditions). In particular, none of the
Company, the Joint Brokers or any of their respective affiliates, agents,
directors, officers or employees shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect of the
Joint Brokers' conduct of the Placing. Each Placee acknowledges and agrees
that the Company is responsible for the issue of the Placing Shares to the
Placees and the Joint Brokers shall have no liability to the Placees for the
failure of the Company to fulfil those obligations.
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 Brokers' obligations under the Placing Agreement (which are several
and not joint, or joint and several) in respect of the Placing Shares are
conditional on, inter alia:
1. the Resolutions relating to the Placing and Subscription being
passed at the General Meeting;
2. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
3. none of the warranties given by the Company in the Placing
Agreement being untrue, inaccurate or misleading to an extent which would be
material as at the date of the Placing Agreement or at any time between the
date of the Placing Agreement and Admission;
4. the Company having complied with its obligations under the Placing
Agreement; and
5. Admission having occurred.
If (a) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or (where applicable) waived by the Joint
Brokers by the respective time or date where specified (or such later time or
date as the Company and the Joint Brokers may agree not being later than 3.00
p.m. on the "Final Date" (being 31 August 2023; or (b) the Placing Agreement
is terminated as described below, the Placing in relation to the Placing
Shares will lapse and the Placee's 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 the Placee in respect thereof.
Subject to certain exceptions, the Joint Brokers may, at their absolute
discretion and upon such terms as they think fit, waive, or extend the period
(up to the Final Date) for, compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the conditions in the
Placing Agreement. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither of the Joint Brokers nor the Company nor any of their respective
affiliates, agents, directors, officers or employees, shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision 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 Company and the Joint Brokers.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Either Joint Broker is entitled, at any time before Admission, to terminate
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia:
1. the Company is in breach of any of its material obligations under
the Placing Agreement or cannot comply with such material obligation; or
2. any of the warranties given by the Company to the Joint Brokers
under the Placing Agreement is or if repeated at any time up to Admission
would cause it to be untrue, inaccurate or misleading in any material respect;
or
3. if, amongst other things, there is a substantial change in any
national or international political, military, diplomatic, economic, financial
or market conditions which in the Joint Broker's opinion (acting in good faith
and after such consultation with the Company or the other Joint Broker as
shall be practicable in the circumstances) would have or be likely to have a
material and adverse effect on the Placing, the Open Offer or dealings in
Placing Shares in the secondary market or is of such magnitude to render the
Placing or the creation of a market in the Placing Shares temporarily or
permanently impracticable or inadvisable; or
4. if it comes to the notice of the Joint Brokers (or either of them)
that any statement contained in any Placing Document become untrue, inaccurate
or misleading in any material respect or matters have arisen which would, if
the Circular was issued at that time, constitute a material omission
therefrom.
Following Admission, the Placing Agreement is not capable of termination to
the extent it relates to the Placing of any of the Placing Shares.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing
Agreement and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by a Joint Broker of any right of
termination or other discretion under the Placing Agreement shall be within
the absolute discretion of such Joint Broker and that it need not make any
reference to Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or decision not to exercise. Placees will
have no rights against the Joint Brokers, the Company or any of their
respective directors or employees under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
NO PROSPECTUS
The Placing Shares are being offered to Relevant Persons only and will not be
offered in such a way as to require a prospectus in the United Kingdom or
elsewhere under the Prospectus Regulation Rules Sourcebook published by the
FCA. No offering document or prospectus has been or will be submitted to be
approved by the FCA or any other party in relation to the Placing and Placees'
commitments will be made solely on the basis of the information contained in
this Announcement (including this Appendix) and certain business and financial
information the Company is required to publish in accordance with the
Companies Act 2006, the AIM Rules and the rules and practices of the FCA
(collectively "Exchange Information"), save that in the case of Exchange
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.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement, including this Appendix, is exclusively the
responsibility of the Company and confirms that it has not relied on any other
information (other than the Exchange Information), representation, warranty,
or statement made by or on behalf of the Company or the Joint Brokers or any
other person and neither of the Joint Brokers nor the Company or any of their
respective affiliates, agents, directors, officers or employees nor any other
person will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement which
the Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be relied upon as
having been authorised by the Company, the Joint Brokers or their respective
officers, directors, employees or agents. 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.
Neither the Company nor the Joint Brokers are making any undertaking or
warranty to any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws or
regulations. Each Placee should not consider any information in this
Announcement to be legal, tax or business advice. Each Placee should consult
its own solicitor, tax adviser and financial adviser for independent legal,
tax and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN: GB00BNXH3K91)
following Admission will take place within the relevant system administered by
Euroclear, being CREST provided that, subject to certain exceptions, the Joint
Brokers reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other means that they
deem necessary if delivery or settlement is not possible or practicable within
CREST within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's jurisdiction. The
Company reserves the right to require settlement for and delivery of the
Placing Shares to Placees in certificated form if any of the Joint Brokers or
the Company in its absolute discretion considers this to be necessary or
desirable.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a form of confirmation stating the number of Placing
Shares allocated to it at the Issue Price, the aggregate amount owed by such
Placee to the relevant Joint Broker (as agent for the Company) and settlement
instructions (including the trade date which will be 8 August 2023). Each
Placee will be deemed to agree that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either the CREST or
certificated settlement instructions that it has in place with the relevant
Joint Broker. Each Placee will also be sent a trade confirmation on the trade
date (referred to above) confirming the details of the trade (being the
acquisition of the relevant number of Placing Shares).
Admission and settlement may occur at an earlier date. Settlement will be on a
delivery versus payment basis. However, in the event of any difficulties or
delays in the admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and the Joint Brokers may agree that the
Placing Shares should be issued in certificated form. The Joint Brokers and
the Company reserves the right to require settlement for the Placing Shares,
and to deliver the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in a
Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the London Inter-Bank Offered Rate as determined by
the relevant the Joint Broker.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Brokers (or either of them) 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 relevant the Joint Brokers' account and benefit (as
agent for the Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. Any excess proceeds will pass to the relevant
Placee at its risk. The relevant Placee will, however, remain liable and shall
indemnify the Joint Brokers on demand for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee
confers on the Joint Brokers all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which the
Joint Brokers lawfully takes in pursuance of such sale.
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 registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing. If
there are any other circumstances in which any stamp duty or stamp duty
reserve tax or other similar taxes (and/or any interest, fines or penalties
relating thereto) is payable in respect of the allocation, allotment, issue or
delivery of the Placing Shares (or for the avoidance of doubt if any stamp
duty or stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), none of the Joint
Brokers or the Company shall be responsible for the payment thereof.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) makes the following representations,
warranties, acknowledgements, agreements and undertakings (as the case may be)
to the Company and the Joint Brokers, namely that, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for and purchase of the Placing Shares is subject to, and based
upon, all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
herein not in reliance on any information given or any representations,
warranties or statements made at any time by any person in connection with the
relevant Admission(s), the Company, the Placing or otherwise, other than the
information contained in this Announcement, and undertakes not to redistribute
or duplicate this Announcement (including this Appendix);
2. represents and warrants that its obligations are irrevocable and
legally binding and shall not be capable of rescission or termination by it in
any circumstances;
3. acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares or is required
under the EU Prospectus Regulation or the UK Prospectus Regulation and
represents and warrants that it has not received and will not receive a
prospectus, admission document or other offering document in connection
therewith;
4. acknowledges that the Ordinary Shares are admitted to trading on
AIM, and the Company is therefore required to publish Exchange Information,
which includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that the
Placee is able to obtain or access such information without undue difficulty,
and is able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue difficulty;
5. represents and warrants that in making any decision to acquire
Placing Shares: (i) it has such knowledge and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of taking up the Placing Shares; (ii) it is experienced in
investing in securities of a similar nature to the Shares and in the sector in
which the Company operates and is aware that it may be required to bear, and
is able to bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing; (iii) it has relied on its
own examination, due diligence and analysis of the Company and its affiliates
taken as a whole, including the markets in which the Company and its
affiliates operate, and the terms of the Placing, including the merits and
risks involved, and not upon any view expressed or information provided by or
on behalf of either of the Joint Brokers; (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary for the purposes of its
investigation; and (v) it will not look to the Company, the Joint Brokers or
any of their respective affiliates, agents, directors, officers or employees,
or any person acting on its or their behalf for all or part of any such loss
or losses it or they may suffer;
6. represents and warrants that it is entitled to subscribe for and/or
purchase Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or otherwise
and complied with all necessary formalities and that it has not taken any
action which will or may result in the Company or the Joint Brokers or any of
their respective directors, officers, employees or agents acting in breach of
any regulatory or legal requirements of any territory in connection with the
Placing or its acceptance;
7. represents and warrants that it has obtained all necessary consents
and authorities to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and it satisfies any and all standards for
investors in the Placing Shares imposed by the jurisdiction of its residence
or otherwise;
8. represents and warrants that none of the Joint Brokers, the
Company, nor any of their respective affiliates or any person acting on behalf
of any of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this Announcement; nor
has it requested the Joint Brokers, the Company, their respective affiliates
or any person acting on behalf of any of them to provide it with any such
information and has read and understood the Exchange Information;
9. acknowledges that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company, and that neither
Joint Broker, their affiliates or any person acting on their behalf has or
shall have any liability for any information, representation or statement
contained in this Announcement (including this Appendix) or any information
previously or concurrently published by or on behalf of the Company (including
any Exchange Information), and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement (including this Appendix) or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to acquire the Placing Shares is contained in this
Announcement (including this Appendix) and any Exchange Information (save that
in the case of Exchange 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), such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by the Joint Brokers
or the Company or any of their respective directors, officers or employees or
any person acting on behalf of any of them (including with respect to the
Company, the Placing, the Placing Shares or the accuracy, completeness or
adequacy of any publicly available information), or, if received, it has not
relied upon any such information, representations, warranties or statements,
and neither of the Joint Brokers nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the Placing based
on any other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it may not place the same degree of
reliance on this Announcement as it may otherwise place on a prospectus or
admission document. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial or other
position of the Company and the terms of the Placing in deciding to
participate in the Placing and it will not rely on any investigation that the
Joint Brokers, their affiliates or any other person acting on their behalf has
or may have conducted;
10. represents and warrants that as far as it is aware, it is not acting in
concert (within the meaning given in The City Code on Takeovers and Mergers)
with any other person in relation to the Company;
11. appoints irrevocably any director of either of the Joint Brokers as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any document on its behalf necessary to enable it to be registered
as the holder of the Placing Shares subscribed for in the Placing;
12. acknowledges that any documents sent to Placees will be sent at the
Placees' risk. Any such documents may be sent by post to such Placees at an
address notified to the Joint Brokers;
13. represents and warrants that it has neither received nor relied on any
confidential price sensitive information concerning the Company in accepting
this invitation to participate in the Placing. if it has received any
confidential price sensitive information concerning the Company in advance of
the publication of this Announcement, it has not: (i) dealt in the securities
of the Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed such
information to any person, prior to such information being made publicly
available;
14. acknowledges that time is of the essence as regards its obligations
under this Announcement;
15. acknowledges that the Joint Brokers do not have any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that neither
Panmure Gordon nor SP Angel Capital is acting for it or its clients and that
the Joint Brokers will not be responsible for providing protections to their
respective clients;
16. acknowledges that neither of the Joint Brokers, any of their affiliates
or any persons acting on behalf of them has or shall have any liability for
any publicly available or filed information (including any Exchange
Information) or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
17. represents and warrants that, save in the event of fraud on the part of
the relevant Joint Brokers (and to the extent permitted by the FCA), neither
of the Joint Brokers, their respective ultimate holding companies nor any
direct or indirect subsidiary undertakings of such holding companies, nor any
of their respective directors and employees shall be liable to Placees for any
matter arising out of either Joint Brokers' role as placing agent or otherwise
in connection with the Placing and that where any such liability nevertheless
arises as a matter of law, Placees will immediately waive any claim against
any of such persons which it may have in respect thereof;
18. represents and warrants that a) (i) it is not a person located in the
United States and is eligible to participate in an "offshore transaction" as
defined in and in accordance with Regulation S and the Placing Shares were not
offered to it by means of "directed selling efforts" as defined in Regulation
S; or (ii) it is both a QIB and will duly execute a US investor letter and
deliver the same to one of the Joint Brokers or their respective affiliates;
19. acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or under any laws of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States, and that the Placing Shares are only being offered and sold (i)
outside the United States in offshore transactions as defined in and pursuant
to Regulation S under the Securities Act; and (ii) in the United States to a
limited number of QIBs pursuant to an exemption from the registration
requirements of the Securities Act.;
20. unless otherwise specifically agreed in writing with the Joint Brokers,
represents and warrants that neither it nor the beneficial owner of such
Placing Shares will be a resident of any of the Excluded Territories;
21. acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of any of the Excluded Territories
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within those
jurisdictions;
22. represents and warrants that the issue to it, or the person specified by
it for registration as holder, of Placing Shares will not give rise to a
liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
23. represents and warrants that: (i) it has complied with and will continue
to comply with its obligations under the Market Abuse Regulation (EU) No.
596/2014 (or the Market Abuse Regulation (EU) No. 596/2014 as retained in UK
law), Criminal Justice Act 1993 and Part VIII of the Financial Services and
Markets Act 2000, as amended ("FSMA") and other applicable law; (ii) in
connection with money laundering and terrorist financing, it has complied with
its obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer) 2017
Regulations, and any other applicable law (where all such legislation listed
under this (ii) shall together be referred to as the "AML Legislation"); and
(iii) it is not a person: (1) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury; (2) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (3) subject to financial sanctions imposed pursuant to a
regulation of the EU or a regulation adopted by the United Nations (together,
the "Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and pursuant to AML
Legislation and has obtained all governmental and other consents (if any)
which may be required for the purpose of, or as a consequence of, such
purchase, and it will provide promptly to the Joint Brokers or the Company
such evidence, if any, as to the identity or location or legal status of any
person (including in relation to the beneficial ownership of any underlying
investor) which the Joint Brokers or the Company may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise or any other
information as may be required to comply with legal or regulatory requirements
(including in particular under the AML Legislation)) in the form and manner
requested by the Joint Brokers or the Company on the basis that any failure by
it to do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Joint Brokers and the Company may decide at
their sole discretion;
24. represents and warrants that it will not distribute, forward, transfer
or otherwise transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), directly or indirectly,
whether in whole or in part, in or into the Excluded Territories or any other
jurisdiction in which such distribution, forwarding, transfer or transmission
would be unlawful;
25. if a financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation, represents and warrants that the Placing Shares
purchased by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a Member State of the EEA or the UK other than EU
Qualified Investors or UK Qualified Investors respectively, or in
circumstances in which the prior consent of the Joint Brokers has been given
to the offer or resale;
26. represents and warrants that it has not offered or sold and will not
offer or sell any Placing Shares to persons in the EEA or the UK prior to
Admission 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 in and which will not result in an offer to the public in
any Member State of the EEA or the UK within the meaning of the EU Prospectus
Regulation or UK Prospectus Regulation respectively;
27. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person;
28. represents and warrants that it has complied and will comply with all
applicable provisions of the FSMA and the Financial Services Act 2012 with
respect to anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
29. it understands that any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons, and further understands that this Announcement
must not be acted on or relied on by persons who are not Relevant Persons;
30. if in the United Kingdom, represents and warrants that it and any
person acting on its behalf is a UK Qualified Investor who: (i) falls with
Articles 49(2)(A) to (D) or 19(5) of the Financial Promotion Order; or (ii) it
is a person to whom the Placing Shares may otherwise be lawfully offered under
the Financial Promotion Order or, if it is receiving the offer in
circumstances under which the laws or regulations of a jurisdiction other than
the United Kingdom would apply, it is a person to whom the Placing Shares may
be lawfully offered under that other jurisdiction's laws and regulations; and
(iii) is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;
31. if it is in a Member State of the EEA, it is a Qualified Investor within
the meaning of Article 2(e) of the EU Prospectus Regulation and, to the extent
applicable, any funds on behalf of which it is acquiring the Placing Shares
that are located in a Member State of the EEA are each themselves such a
Qualified Investor;
32. represents and warrants that it and any person acting on its behalf is
entitled to acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities and taken any other necessary actions 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
(including this Appendix)) and will honour such obligations;
33. where it is acquiring Placing Shares for one or more managed accounts,
represents and warrants that it is authorised in writing by each managed
account: (i) to acquire the Placing Shares for each managed account; (ii) to
make on its behalf the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and the announcement of which it
forms part; and (iii) to receive on its behalf any investment letter relating
to the Placing in the form provided to it by a Joint Broker;
34. if it is acting as a "distributor" (for the purposes of MiFID II Product
Governance Requirements): (1) it acknowledges that the target market
assessment undertaken by the Joint Brokers 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 and each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels; (2) notwithstanding any target market assessment
undertaken by the Joint Brokers, it confirms that, other than where it is a
providing an execution- only service to investors, it has satisfied itself as
to the appropriate knowledge, experience, financial situation, risk tolerance
and objectives and needs of the investors to whom it plans to distribute the
Placing Shares and that is has considered the compatibility of the risk/reward
profile of such Placing Shares with the end target market; and (3) it
acknowledges 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;
35. undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement (including this Appendix) 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 Brokers may in their sole discretion
determine and without liability to such Placee and it will remain liable and
will indemnify the Joint Brokers on demand for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing Shares and may
be required to bear the liability for any stamp duty or stamp duty reserve tax
or security transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise upon the
placing or sale of such Placee's Placing Shares on its behalf;
36. acknowledges that neither of the Joint Brokers, nor any of their
respective affiliates, or 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 and that
participation in the Placing is on the basis that it is not and will not be
treated for these purposes as a client of either Joint Broker and that either
of the Joint Brokers does not have any duties or responsibilities to it for
providing the protections afforded to their 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 their rights
and obligations thereunder, including any rights to waive or vary any
conditions or exercise any termination right;
37. undertakes that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may
be. Neither of the Joint Brokers nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and the Joint Brokers in respect of the same on the basis that the
Placing Shares will be issued to the CREST stock account of a Joint Broker who
will hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
38. acknowledges that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreement 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 (including non-contractual matters) arising out of
any such contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or a Joint Broker 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;
39. agrees to indemnify on an after-tax basis and hold the Company, the
Joint Brokers and their respective affiliates 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 in this Appendix and that the
provisions of this Appendix shall survive after completion of the Placing and,
further agrees if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Company and the Joint Brokers;
40. acknowledges that no action has been or will be taken by any of the
Company, the Joint Brokers or any person acting on behalf of the Company or
the Joint Brokers that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
41. acknowledges that it is an institution that has knowledge and experience
in financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing Shares. It
further acknowledges that it is experienced in investing in securities of this
nature and in this sector and is aware that it may be required to bear, and
it, and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in connection with
the Placing. It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
42. acknowledges that its commitment to subscribe for Placing Shares on the
terms set out herein will continue, notwithstanding any amendment that may in
the future be made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's conduct of the Placing;
43. acknowledges that a Joint Broker or any of its affiliates acting as an
investor for its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such shares and may
offer or sell such shares other than in connection with the Placing;
44. it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in Shares in accordance with the
Market Abuse Regulation (EU) No. 596/2014 (or the Market Abuse Regulation (EU)
No. 596/2014 as retained in UK law)and the FCA's Disclosure Guidance and
Transparency Rules published by the FCA;
45. represents and warrants that, if it is a pension fund or investment
company, its purchase of Placing Shares is in full compliance with all
applicable laws and regulation;
46. to the fullest extent permitted by law, it acknowledges and agrees to
the disclaimers contained in the announcement, including this Appendix; and
47. agrees that the Company, the Joint Brokers and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to each of the Joint Brokers on its own behalf and on behalf of the Company
and are irrevocable and are irrevocably authorised to produce this
Announcement or a copy thereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered
hereby.
The representations, warranties, acknowledgments, agreements and undertakings
contained in this Appendix are given to the Joint Brokers and the Company and
are irrevocable and shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Joint Brokers will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, issue or delivery of Placing Shares has given rise to such UK
stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to
hold harmless the Company and the Joint Brokers in the event that any of the
Company and/or the Joint Brokers has incurred any such liability to UK stamp
duty or stamp duty reserve tax. If this is the case, each Placee should seek
its own advice and notify the Joint Brokers accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
the Joint Brokers does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Brokers or any of their affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Joint
Broker, any money held in an account with such Joint Broker on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the relevant Joint Brokers' money in
accordance with the client money rules and will be used by that Joint Broker
in the course of its own business and the Placee will rank only as a general
creditor of that Joint Broker.
All times and dates in this Announcement (including this Appendix) may be
subject to amendment, and Placees' commitments, representations and warranties
are not conditional on any of the expected times and dates in this
Announcement (including this Appendix) being achieved. The Joint Brokers shall
notify the Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons needing advice
should consult an appropriately qualified independent financial adviser.
A Joint Broker is entitled, at its discretion and out of its own resources, at
any time to rebate to some or all of its investors, or to other parties, part
or all of its fees relating to the Placing.
MISCELLANEOUS
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,
each as they form part of the law of England and Wales by virtue of EUWA
(together, the "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, Placees should
note that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Brokers will only
procure investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or Company 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.
The content of this Announcement has been issued by, and is the sole
responsibility of, Bivictrix Therapeutics Plc.
The information contained in this Announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. Neither the content of the Company's website nor
any website accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this Announcement.
SP Angel Corporate LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser and joint broker to the
Company in connection with the Placing and Admission and to no-one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in relation to
the Placing or Admission or any other matter referred to in this Announcement.
SP Angel's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director of the Company or to any other
person in respect of any decision to acquire shares in the Company in reliance
on any part of this Announcement.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting as joint broker to the Company in connection
with the Placing and Admission and to no-one else and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in relation to the Placing or Admission or
any other matter referred to in this Announcement.
Neither of the Joint Brokers or any of their directors, officers, employees,
advisers, affiliates or agents, accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to this Announcement, including the truth, accuracy or completeness of the
information in this Announcement (or whether any information has been omitted
from the announcement) or for any loss howsoever arising from any use of the
announcement or its contents. The Joint Brokers and their respective
directors, officers, employees, advisers, affiliates or agents, accordingly
disclaim all and any liability whether arising in tort, contract or otherwise
which they might otherwise have in respect of this Announcement or its
contents or otherwise arising in connection therewith.
Data Protection
The processing of a Placee's personal data by the Company will be carried out
in compliance with the applicable data protection legislation and with its
Privacy Notice, a copy of which can be found on the Company's website Privacy
policy - Bivictrix (https://bivictrix.com/privacy-policy/) .
Each Placee acknowledges that it has read and understood the processing
activities carried out by the Company as informed in the referred Privacy
Notice.
APPENDIX III
DEFINITIONS
The following definitions apply throughout the Announcement, unless the
context requires otherwise:
"ADC" or "ADCs" means antibody-drug conjugates, a class of biopharmaceutical
drugs designed as a targeted therapy for treating cancer. Unlike chemotherapy,
ADCs are intended to target and kill tumour cells while sparing healthy cells;
"Admission" means admission of the relevant Placing and Subscription Shares,
pursuant to the Fundraise, to trading on AIM becoming effective in accordance
with the AIM Rules;
"AIM" means the market of that name operated by the London Stock Exchange;
"AIM Rules" means the AIM Rules for Companies;
"AML" means acute myeloid leukemia, a cancer of the myeloid line of blood
cells, characterised by the rapid growth of abnormal cells that build up in
the bone marrow and blood and interfere with normal blood cell production;
"Announcement" means this announcement and its appendices;
"Bi-Cygni®" means BiVictriX's technology which has been designed to
selectively target antigen co-expression fingerprints, or "twin antigens", on
tumour cells, which are absent from healthy cells;
"BiVictriX" or the "Company" means BiVictriX Therapeutics Plc;
"Board" or "Directors" means the directors of the Company;
"Bookbuild" means the accelerated bookbuild process that will launched
immediately following this Announcement;
"Business Day" means a day (excluding Saturdays, Sundays or public holidays
in England and Wales) on which banks generally are open in London for the
transaction of business;
"BVX001" means BiVictriX's lead development programme;
"certificated" or "in certificated form" means where a security is not held in
uncertificated form (i.e. not in CREST);
"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is the Operator (as defined in the CREST
Regulations);
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI
2001/3755), including any enactment or subordinate legislation which amends or
supersedes those regulations and any applicable rules made under those
regulations or any such enactment or subordinate legislation for the time
being in force;
"EIS" means The Enterprise Investment Scheme, as set out in Part 5 of the
Income Tax Act 2007 and Schedule 5B Taxation of Chargeable Gains Act 1992, as
amended from time to time;
"EIS Relief" means the relief available to investors under EIS;
"Euroclear" means Euroclear UK & International Limited, the operator of
CREST;
"Existing Ordinary Shares" means the 66,115,201 Ordinary Shares in issue as
at 18 July 2023 (being the latest practicable date prior to publication of
this Announcement);
"FCA" means the Financial Conduct Authority of the United Kingdom;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Fundraise" means the Placing and the Subscription as described herein;
"General Meeting" means the general meeting of the Company to be convened on
or around 8 August 2023;
"GLP" means Good Laboratory Practice;
"Issue Price" means 13 pence per Placing Share or Subscription Share;
"Joint Brokers" means together Panmure and SP Angel, and "Joint Broker" shall
mean either one of them as the context allows;
"LEI" means Legal Entity Identifier;
"London Stock Exchange" means London Stock Exchange plc;
"Ordinary Shares" means the ordinary shares of 1 penny each in the capital of
the Company;
"Panmure" means Panmure Gordon (UK) Limited;
"Placees" means the placees who subscribe for the Placing Shares pursuant to
the Placing;
"Placing" means the placing of the Placing Shares as described herein;
"Placing Agreement" means the agreement relating to the Placing dated
today's date made between the Company, SP Angel and Panmure;
"Placing Shares" means the expected 9.2 million new Ordinary Shares to be
issued by the Company pursuant to the Placing;
"Resolutions" means the resolutions to be proposed at the General Meeting;
"Shareholders" means holders of Ordinary Shares in the Company;
"SP Angel" means SP Angel Corporate Finance LLP;
"Subscribers" means the subscribers for Subscription Shares at the Issue Price
pursuant to the Subscription;
"Subscription" means the subscription for the Subscription Shares as described
herein;
"Subscription Letters" means the letters pursuant to which the Subscribers
have agreed to conditionally subscribe for the Subscription Shares;
"Subscription Shares" means the expected 6.8 million new Ordinary Shares to be
issued by the Company pursuant to the Subscription";
"TIDM" means Tradable Instrument Display Mnemonic, a unique code used to
identify UK-listed securities;
"uncertificated" or "in uncertificated form" means recorded on the register
of members of the Company as being held in uncertificated form in CREST and
title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland;
"United States" or "US" means the United States of America, its territories
and possessions and the District of Columbia;
"VCT" means a company which is, for the time being, approved as a venture
capital trust as defined by Section 259 of the Income Tax Act 2007; and
"VCT Relief" means the income tax relief available to investors of a VCT.
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