REG - C4X Discovery - Proposed Placing to Raise Up To £5.7 million
11/08/2022 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220811:nRSK6869Va&default-theme=true
RNS Number : 6869V C4X Discovery Holdings PLC 11 August 2022
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED IN
IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR
IN ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT IS
NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA AND NEW ZEALAND. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED
HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY
OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
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"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN
IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.
C4X Discovery Holdings plc
("C4XD", "C4X Discovery" or the "Company")
Proposed Placing to Raise Up To £5.7 million
Polar Capital investor-led funding further strengthens balance sheet to
support future out-licensing opportunities
11 August 2022 - C4X Discovery Holdings plc (AIM: C4XD), a pioneering Drug
Discovery company, today announces a proposed Placing of Placing Shares with
institutional investors to raise up to £5.7 million in aggregate before
expenses at the Issue Price of 25 pence per new Ordinary Share.
Commenting on the placing, Clive Dix, CEO of C4X Discovery, said: "C4XD is
pleased to announce this investor-led financing headed by our long-term
investor, Polar Capital, and other existing investors. These funds will
further strengthen the Company's finances as we continue to progress our
partnership discussions for NRF2 and to propel the next wave of out-licensing
opportunities from C4XD's drug discovery portfolio of early-stage, high-value
small molecule programmes. With a strong balance sheet, state-of-the-art
proprietary technologies, highly experienced scientific team, and industry
experience, we believe C4XD is in a strong position to deliver shareholder
value."
The Placing is being supported by existing shareholder, the Polar Capital
Biotechnology Fund, which has indicated an investment of a minimum £3.0
million in the Placing.
Panmure Gordon is acting as nominated adviser, sole broker and sole bookrunner
to the Company.
The Placing will be conducted by way of an accelerated bookbuilding process
(the "Bookbuild") which will be launched immediately following this
Announcement in accordance with the terms and conditions set out in Appendix
I. The Placing Shares are not being made available to the public. It is
envisaged that the Bookbuild will be closed by no later than 4.30 p.m. BST
today, 11 August 2022, although Panmure Gordon and the Company reserve the
right to amend this timeframe at their discretion. Details of the number of
Placing Shares and the approximate gross proceeds of the Placing will be
announced as soon as practicable after the closing of the Bookbuild. The
Placing is not underwritten.
Panmure Gordon has entered into a placing agreement with the Company in
relation to the Placing (the "Placing Agreement") pursuant to which Panmure
Gordon, as agent for and on behalf of the Company, has conditionally agreed to
use its reasonable endeavours to place the Placing Shares with certain
institutional investors.
The Placing Shares will be issued pursuant to the existing authorities
approved at the Company's annual general meeting held on 18 January 2022. The
Placing is conditional on, inter alia, Admission of the EIS/VCT Placing Shares
("First Admission"), Admission of the General Placing Shares ("Second
Admission") and the Placing Agreement having become unconditional in all
respects save for Admission. The EIS/VCT Placing Shares will be issued
unconditionally on the First Admission prior to Second Admission. The General
Placing Shares will be issued unconditionally on the Second Admission.
The EIS/VCT Placing is not conditional on the issue of the General Placing
Shares or Second Admission. Investors should note that it is possible that
First Admission will occur, but Second Admission will not occur.
Background to the Proposed Placing
Using cutting-edge drug discovery technologies and expertise, C4XD aims to
efficiently deliver world leading medicines which are developed by the
Company's partners for the benefit of patients. The Company's goal is to drive
returns through early-stage revenue-generating licensing deals for its high
value pre-clinical asset portfolio with the pharmaceutical industry. C4XD aims
to provide a highly valuable and differentiated approach to drug discovery
through its enhanced DNA-based target identification and candidate molecule
generation capabilities, creating differentiated candidates across multiple
disease areas.
The Company has a number of existing partnership deals including a milestone
and royalties agreement with Indivior UK Limited ("Indivior") worth up to $284
million entered into in March 2018 and a second milestones and royalties
out-licensing agreement was entered into in April 2021 with Sanofi for its
IL-17A inhibitor programme worth up to €414 million. In addition, C4XD has
continued to drive other key programmes towards partnering with a near term
focus on the NRF2 activator programme for inflammatory diseases along with
making advances in the α4β7 integrin inhibitor programme for inflammatory
bowel disease and the MALT-1 inhibitor programme for oncology indications.
Under the Indivior agreement for C4XD's oral Orexin-1 receptor antagonist
C4X_3256 (INDV-2000) for the treatment of addiction which CDXD entered into in
March 2018, Indivior has completed preparations for its Phase 1 multiple
ascending dose (MAD) study which is expected to start in Q3 2022.
Opioid addiction is an increasing burden on the healthcare system,
particularly in the US but is a growing global issue. For the first time
ever, the U.S. exceeded 100,000 overdose deaths, up by 21%, with synthetic
opioids including fentanyl accounting for 65% of fatal overdoses(1).
In April 2021, C4XD completed an out-licensing agreement with Sanofi for its
IL-17A inhibitor programme worth up to €414 million in upfront, pre-clinical
development, regulatory and commercialisation milestones plus royalties on
future net sales. The programme is now under Sanofi's leadership and is making
strong progress. In July 2022, C4XD received its first milestone payment of
€3 million from Sanofi under the out-licensing agreement.
C4XD is in advanced stage commercial discussions for its third progamme, the
NRF2 activator programme, which the Directors anticipate will result in a deal
within H2 2022. C4XD's other key programmes include the α4β7 integrin
inhibitor programme for inflammatory bowel disease and the MALT-1 inhibitor
programme for haematological and solid tumours. In addition, C4XD has six new
early-phase programmes (three oncology, three inflammation-immunology) which
the Directors believe target clear unmet medical need, combined with
significant commercial potential.
Use of Proceeds
C4XD's growth strategy continues to focus on out-licensing assets for clinical
development to leading pharma companies. To support the Company's execution of
its strategy, C4XD is seeking to raise up to £5.7 million by way of the
Placing to further support corporate development and on-going commercial
activities. In particular, the Company intends to use the net proceeds of the
Placing to:
· strengthen the balance sheet as partnering discussions progress;
· continue to develop the Company's portfolio of early-stage, high-value
small molecule programmes; and
· continue to apply C4XD's technologies to validate the next generation of
commercially attractive targets and programmes.
The net proceeds of the Placing are expected to provide the Company with at
least twelve months working capital.
Outlook
The Directors believe that C4XD's combination of state-of-the-art proprietary
technologies, highly experienced scientific team, and industry experience puts
the Company in a strong position to fulfil the pharmaceutical industry's
demand for high quality early-stage drug candidates. The Directors believe the
Company remains well positioned for growth as multiple partnerable assets in
the pipeline continue strong progression and the Company moves towards
partnering its third programme.
Details of the Placing
The Placing
The Company proposes to raise up to £5.7 million (before expenses) by way of
a conditional placing of EIS/VCT Placing Shares and General Placing Shares,
each at the Issue Price. The Placing Shares will, pursuant to the Placing
Agreement, be placed by Panmure Gordon, as agent for the Company, with
institutional and other professional investors.
EIS and VCT investors should note that it is intended that Admission of the
EIS/VCT Placing Shares (expected to be on 15 August 2022 ("First Admission"))
will occur on the Business Day immediately before Admission of the General
Placing Shares (expected to be on 16 August 2022 ("Second Admission")). The
placing of the EIS/VCT Placing Shares is conditional, amongst other things, on
the Placing Agreement not having been terminated in accordance with its terms
prior to First Admission. The placing of the Placing Shares is conditional,
amongst other things, on the Placing Agreement not having been terminated in
accordance with its terms prior to Second Admission.
The Placing Agreement contains provisions entitling Panmure Gordon to
terminate the Placing Agreement prior to First Admission (in respect of the
EIS/VCT Placing Shares) or Second Admission (in respect of the General Placing
Shares) becoming effective. If this right is exercised, the Placing will lapse
(but not in respect of the EIS/VCT Placing Shares if First Admission has
occurred at that time).
The Placing Shares will be issued credited as fully paid and will, when
issued, rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid following Second Admission.
The Placing is not being underwritten and is not subject to clawback.
The Placing Agreement is conditional upon, inter alia, First Admission
occurring on or before 8.00 a.m. on 15 August 2022 (or such later date as
Panmure Gordon and the Company may agree, being not later than 8.00 a.m. on 2
September 2022), Second Admission occurring on or before 8.00 a.m. on 16
August 2022 (or such later date as Panmure Gordon and the Company may agree,
being not later than 8.00 a.m. on 3 September 2022), and the Placing Agreement
not having been terminated prior to First Admission or Second Admission (as
the case may be).
The Placing Agreement contains warranties from the Company in favour of
Panmure Gordon in relation to (amongst other things) the Company and its
business. In addition, the Company has agreed to indemnify Panmure Gordon in
relation to certain liabilities it may incur in undertaking the Placing.
Panmure Gordon has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, for a material breach of any
of the warranties or for force majeure.
EIS and VCT
It is expected that the EIS/VCT Placing Shares rank as "eligible shares" and
will be capable of being a "qualifying holding" for the purposes of investment
by VCTs, and that the Company expects it can issue EIS 3 "compliance
certificates" for the purpose of EIS.
Investors considering taking advantage of EIS relief or making a qualifying
VCT investment are recommended to seek their own professional advice in order
that they may fully understand how the relief legislation may apply in their
individual circumstances. Any Investor who is in any doubt as to his taxation
position under the EIS and VCT legislation, or who is subject to tax in a
jurisdiction other than the UK, should consult an appropriate professional
adviser.
Admission
Applications will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. It is expected that First Admission will
occur and dealings in the EIS/VCT Placing Shares will commence at 8.00 a.m. on
15 August 2022 (or such later date as Panmure Gordon and the Company may
agree, being not later than 8.00 a.m. on 2 September 2022); and Second
Admission will occur and dealings in the General Placing Shares will commence
at 8.00 a.m. on 16 August 2022 (or such later date as Panmure Gordon and the
Company may agree, being not later than 8.00 a.m. on 3 September 2022).
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. Investors who have chosen to participate in the
Placing, by making an oral or written offer to acquire the Placing Shares,
will be deemed to have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms and subject
to the conditions herein, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings contained in the Appendix.
The capitalised terms not otherwise defined in the text of this Announcement
are defined in Appendix II.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Bradley Richard Hoy, a director of the Company.
1.
https://www.indivior.com/resources/dam/id/838/Indivior%20FY%202021%20Presentation%20for%20Webcast.pdf
For further information, please contact:
C4X Discovery Holdings plc
Mo Noonan, Communications 0787 6444977
Panmure Gordon (UK) Limited (Nominated Adviser and Sole Broker)
Freddy Crossley, Emma Earl, Mark Rogers (Corporate Finance)
020 7886 2500
Rupert Dearden (Corporate Broking)
Consilium Strategic Communications
Mary-Jane Elliott, Chris Gardner, Matthew Neal
0203 709 5700
About C4X Discovery
C4X Discovery ("C4XD") is a pioneering Drug Discovery company combining
scientific expertise with cutting-edge Drug Discovery technologies to
efficiently deliver world leading medicines, which are developed by our
partners for the benefit of patients. We have a highly valuable and
differentiated approach to Drug Discovery through our enhanced DNA-based
target identification and candidate molecule design capabilities, generating
small molecule drug candidates across multiple disease areas including
inflammation, oncology, neurodegeneration and addictive disorders. Our
commercially attractive portfolio ranges from early-stage novel target
opportunities to late-stage Drug Discovery programmes ready for out-licensing
to partners and we have two commercially partnered programmes with one
candidate in clinical development.
We collaborate with leading pharmaceutical and life sciences companies to
enrich our expertise and take our assets through pre-clinical and clinical
development. Through early-stage revenue-generating licensing deals, we
realise returns from our high value pre-clinical assets which are reinvested
to maximise the value of our Drug Discovery portfolio.
For additional information please go to: www.c4xdiscovery.com
(http://www.c4xdiscovery.com)
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole responsibility of, the
Company. The distribution of this announcement or any information contained in
it, and the offering or sale of securities in jurisdictions other than the
United Kingdom may be restricted by law, and therefore persons coming into
possession of this announcement and/or any related communications should
inform themselves about and observe such restrictions. Any failure to comply
with such restrictions may constitute a violation of the securities law of any
such jurisdiction.
No prospectus will be made available in connection with the matters contained
in this announcement and no such prospectus is required (in accordance with
the Prospectus Regulation (EU) 2017/1129) to be published.
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 Panmure Gordon nor any of its affiliates or agents (or any of their
respective directors, officers, employees or advisers) for the contents of the
information contained in this announcement, or any other written or oral
information made available to or publicly available to any interested party or
its advisers, or any other statement made or purported to be made by or on
behalf of Panmure Gordon or any of its affiliates in connection with the
Company, the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefore is
expressly disclaimed. Panmure Gordon and its affiliates accordingly disclaim
all and any liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other information contained
in this announcement and no representation or warranty, express or implied, is
made by Panmure Gordon or any of its affiliates as to the accuracy, fairness,
verification, completeness or sufficiency of the information contained in this
announcement and nothing in this announcement is, or shall be relied upon as,
a promise or representation in this respect, whether as to the past or future.
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. Any investment decision to buy Placing
Shares in connection with the Placing must be made solely on the basis of
publicly available information, which has not been independently verified by
Panmure Gordon.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this announcement.
Appendix I to 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 (a "Placee") by making an oral and legally
binding offer to acquire the Placing Shares will be deemed to have read and
understood this Announcement in its entirety (including the appendices) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties and acknowledgements contained in
the appendices.
Members of the public are not eligible to take part in the Placing and no
public offering of securities will be made.
The content of this Announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000 (as
amended).
This Announcement is for information purposes only and is directed only at:
(a) persons in member states of the European Economic Area who are qualified
investors ("qualified investors") as defined in Article (2)(e) of Regulation
EU/2017/1129 (the "Prospectus Regulation"); and (b) in the United Kingdom,
qualified investors who are persons (1) who have professional experience in
matters relating to investments falling within Article 19(1) (Investment
Professionals) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order"); (2) falling within Article
49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.)
of the Order; or (3) other persons to whom it may otherwise lawfully be
communicated without being accompanied by any further statements and/or
warnings required by the Order and not included in this Announcement (all such
persons together being referred to as "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Placing relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other
than Relevant Persons, the details of the Placing set out in this Announcement
are for information purposes only.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA"), is acting as Nominated
Adviser and broker to the Company and no one else for the purposes of the AIM
Rules for Companies and the AIM Rules for Nominated Advisers in connection
with the Placing. Accordingly, it will not be responsible to any person other
than the Company for providing the regulatory and legal protections afforded
to customers of Panmure Gordon (UK) Limited or for advising any other person
on the contents of this Announcement or any matter, transaction or arrangement
referred to in it.
This Announcement may not be published, distributed, forwarded or transmitted
directly or indirectly, in whole or in part, in or into the United States.
These materials do not constitute an offer to sell, or a solicitation of an
offer to buy, securities in the United States.
This Announcement and the information contained herein are not for publication
or distribution in the United States or to any U.S. person ("US Person")
within the meaning of Regulation S ("Regulation S") under the United States
Securities Act of 1933, as amended (the "Securities Act"). Any failure to
comply with this restriction may constitute a violation of United States
securities laws.
The Placing Shares (or any part thereof) described in this Announcement have
not been, and will not be, registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, within, in or into the United States or to any US Person, unless
registered under the Securities Act or conducted pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. The Placing Shares are being
offered and sold solely outside of the United States in offshore transactions
in accordance with Regulation S to investors who are not US Persons. There
will be no public offering of the Placing Shares in the United States, the
United Kingdom or elsewhere.
Furthermore, the Placing Shares (or any part thereof) have not been and will
not be registered under the applicable laws of any of Canada, Australia,
Japan, the Republic of South Africa, New Zealand or of any other jurisdiction
where to do so would be unlawful and, consequently, may not be offered or sold
to any national, resident or citizen thereof. The distribution of this
Announcement and the Placing of the Placing Shares as set out in this
Announcement in certain jurisdictions may be restricted by law. No action has
been taken 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 securities in any jurisdictions where action for that purpose
is required. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such restrictions. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction.
FORWARD-LOOKING STATEMENTS
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results (including the outcome of collaborations and
commercial discussions) could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict"
or other words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make assumptions in
respect of the planned use of the proceeds of the Placing, the liquidity
position of the Company and its subsidiaries ("the Group"), the future
performance of the Group, future foreign exchange rates, interest rates and
currency controls, the future political and fiscal regimes in the overseas
markets in which the Group operates, the Group's future financial position,
plans and objectives for future operations and any other statements that are
not historical fact. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in interest rates and foreign exchange rates, the policies and actions
of governmental and regulatory authorities, changes in legislation, the
further development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and application
of standards under IFRS, the outcome of pending and future litigation or
regulatory investigations, the success of future acquisitions and other
strategic transactions and the impact of competition. A number of these
factors are beyond the Company's control. As a result, the Company's actual
future results may differ materially from the plans, goals, and expectations
set forth in the Company's forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of the Company speak only
as of the date they are made. These forward-looking statements reflect the
Company's judgement at the date of this Announcement and are not intended to
give any assurance as to future results. Except as required by the FCA, the
London Stock Exchange, the AIM Rules or applicable law, the Company expressly
disclaims, and none of the Company, Panmure or any of their respective
directors, officers, employees, agents, affiliates or advisers assumes, any
responsibility or obligation or undertaking to update, amend, revise, release
publicly any updates or revisions to any forward looking statements contained
in this Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based. No statement in this announcement is or is
intended to be a profit forecast or profit estimate or to imply that the
earnings of the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of the
Company. Past performance of the Company cannot be relied on as a guide to
future performance and persons reading this announcement are cautioned not to
place undue reliance on such forward-looking statements.
This Announcement does not constitute a recommendation concerning any
investors' options with respect to the Placing. Investors and prospective
investors should conduct their own investigation, analysis and evaluation of
the business and data. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES PROCURED BY PANMURE
GORDON (UK) LIMITED ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS,
AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT COMES ARE REQUIRED BY THE COMPANY AND PANMURE
GORDON TO INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT
INTENDED THAT IT WILL BE SO APPPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED AT, AND ARE
ONLY BEING DISTRIBUTED TO: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (REGULATION EU/2017/1129) (THE "PROSPECTUS REGULATION"),
(B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE PROSPECTUS REGULATION WHICH
FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") AND WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (II) OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC" IN ARTICLE 49(2)(A) TO (D) OF THE
ORDER; OR (III)) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") OR (C) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS A "RELEVANT PERSON"). 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. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON.
DISTRIBUTION OF THIS ANNOUNCEMENT 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 INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, DOES
NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION FOR ANY SECURITIES IN THE COMPANY IN OR INTO THE UNITED
STATES OR TO ANY U.S. PERSON ("U.S. PERSON" WITHIN THE MEANING OF REGULATION S
("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY US PERSON
UNLESS REGISTERED UNDER THE SECURITIES ACT OR CONDUCTED PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
THERE WILL BE NO PUBLIC OFFERING OF THE COMPANY'S SECURITIES IN THE UNITED
STATES. THE SECURITIES WILL BE OFFERED AND SOLD SOLELY OUTSIDE OF THE UNITED
STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S TO INVESTORS
WHO ARE NOT US PERSONS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR NEW ZEALAND, AND MAY NOT BE OFFERED, SOLD, RESOLD, OR
DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND, OR IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
Information to distributors
Solely for the purposes of the product governance requirements contained
within: Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares will be subject to a product approval process, which is expected to
determine that the securities 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 paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.
The 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, Panmure Gordon 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 Chapter 9A or 10A
respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the securities and for determining appropriate
distribution channels.
Persons who are invited to and who choose to participate in the Placing, by
making an oral and legally binding offer to acquire the Placing Shares,
including any individuals, funds or others on whose behalf a commitment to
acquire the Placing Shares is given, will be deemed: (i) to have read and
understood this Announcement, including this Appendix, in its entirety; and
(ii) to be participating and making such an offer to acquire the Placing
Shares on the terms and conditions, and to be providing (and shall only be
permitted to participate in the Placing on the basis that they have provided)
the representations, warranties, acknowledgements and undertakings contained
in this Appendix.
Unless otherwise stated, defined terms used in this Appendix have the meaning
set out at the end of this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up the Placing Shares has been given and who has
been invited to participate in the Placing by Panmure Gordon.
In particular each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any of the Placing Shares that are allocated to it for
the purposes of its business; and
2. it is and, at the time the Placing Shares are acquired, will be
outside the United States and is acquiring the Placing Shares in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the
Securities Act ("Regulation S"), which is acquiring beneficial interests in
the Placing Shares for its own account; if acquiring the Placing Shares for
the account of one or more other persons, it has sole investment discretion
with respect to each such account and full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account; and
3. it is acquiring the Placing Shares for its own account or it is
acquiring the Placing Shares for an account with respect to which it has
authority to exercise, and is exercising, investment discretion and has
authority to make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this Announcement;
and
4. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix; and
5. if it is a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation or the UK Prospectus Regulation (as
applicable), that it understands the resale and transfer restrictions set out
in this Appendix and that any Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale to Qualified Investors in a member state of the EEA which has
implemented the Prospectus Regulation or in the United Kingdom under the UK
Prospectus Regulations, or in circumstances in which the prior consent of
Panmure Gordon has been given and to each such proposed offer or resale.
The Company and Panmure Gordon will rely on the truth and accuracy of the
foregoing representations, warranties and acknowledgements.
The Placing Shares are being offered and sold outside the United States in
accordance with Regulation S.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
this Announcement of which it forms part should seek appropriate advice before
taking any action. Persons into whose possession this Announcement including
this Appendix) comes are required by the Company and Panmure Gordon to inform
themselves about, and to observe, any such restrictions.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with Panmure Gordon and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which the Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if Panmure Gordon confirms to such Placee its
allocation of the Placing Shares.
Upon being notified of its allocation of the Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Issue Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
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. To facilitate the application for VCT or EIS relief in respect
of the EIS/VCT Placing Shares, such shares will be allotted on First
Admission. It is expected that (i) the EIS/VCT Placing Shares will be
allotted, conditional upon, inter alia, First Admission becoming effective on
15 August 2022; (ii) the General Placing Shares will be allotted, conditional
upon, inter alia, Second Admission becoming effective on 16 August 2022.
Details of the Placing, the Placing Agreement and the Placing Shares
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.
Panmure Gordon and the Company have entered into the Placing Agreement under
which, subject to the conditions set out in that agreement, Panmure Gordon has
agreed to use its reasonable endeavours, as agent for and on behalf of the
Company, to procure subscribers who will (subject to the satisfaction or
(where capable of waiver) waiver of the conditions contained in the Placing
Agreement) subscribe for the Placing Shares at the Issue Price.
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects.
Applications will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. The Placing Shares will be issued pursuant
to the existing authorities approved at the Company's annual general meeting
held on 18 January 2022. First Admission and Second Admission are each
conditional upon, amongst other things, the relevant conditions in the Placing
Agreement being satisfied and the Placing Agreement not having been terminated
in accordance with its terms. It is expected that the EIS/VCT Placing Shares
will be allotted, conditional upon, inter alia, First Admission becoming
effective and dealings in the EIS/VCT Placing Shares commencing on AIM at 8.00
a.m. on 15 August 2022. It is expected that the General Placing Shares will be
allotted, conditional upon, inter alia, Second Admission becoming effective
and dealings in the General Placing Shares commencing on AIM at 8.00 a.m. on
16 August 2022.
The Placing Shares will, when issued, be subject to the articles of
association of the Company. The Placing Shares will, when issued, be credited
as fully paid and will on Admission rank pari passu in all respects with the
Existing Ordinary Shares, including, without limitation, the right to receive
all dividends and other distributions declared, paid or made in respect of the
Ordinary Shares after Admission.
Lock up
As part of the Placing, the Company has agreed, subject to certain customary
exceptions, that it will not issue or sell any Ordinary Shares for a period of
180 days after Second Admission without the prior written consent of Panmure
Gordon.
Bookbuild
Panmure Gordon will today commence an accelerated bookbuilding process (the
"Bookbuild") to determine demand for participation in the Placing by potential
Placees. The Bookbuild will open with immediate effect and is expected to
close later today.
The number of Placing Shares to be issued will be agreed between Panmure
Gordon and the Company following completion of the Bookbuild. The Company will
then release an announcement through the London Stock Exchange's Regulatory
Information Service confirming the number of Placing Shares to be issued and
the amount to be raised under the Placing.
Participation in, and principal terms of, the Placing
Panmure Gordon is arranging the Placing within the UK as agent for and on
behalf of the Company. Participation in the Placing will only be available to
Placees who may lawfully be, and are, invited to participate by Panmure
Gordon.
Panmure Gordon will determine in its absolute discretion the extent of each
Placee's participation in the Placing, which will not necessarily be the same
for each Placee. No element of the Placing will be underwritten. A Placee's
commitment to acquire a fixed number of Placing Shares under the Placing will
be agreed orally with Panmure Gordon as agent of the Company ("Confirmation").
Confirmation will constitute an irrevocable legally binding commitment upon
that person (who will at that point become a Placee) to subscribe for 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 Company's
articles of association. For the avoidance of doubt, the Confirmation
constitutes each Placee's irrevocable legally binding agreement, subject to
the Placing Agreement not having been terminated, to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by that Placee
regardless of the total number of Placing Shares (if any) subscribed for by
any other investor(s).
Panmure Gordon reserves the right to scale back the number of Placing Shares
to be subscribed by any Placee in the event of an oversubscription under the
Placing. Panmure Gordon also reserves the right not to accept offers for
Placing Shares or to accept such offers in part rather than in whole.
On the assumption that the conditions set out in the Placing Agreement in
respect of Admission are satisfied (or waived) and that the Placing Agreement
does not lapse and is not terminated in accordance with its terms on or prior
to the Long Stop Date, each Placee will be required to pay to Panmure Gordon,
on the Company's behalf, the Issue Price for each Placing Shares agreed to be
acquired by it under the Placing in accordance with the terms set out herein.
Each Placee's obligation to acquire and pay for the Placing Shares under the
Placing will be owed to Panmure Gordon and the Company. Each Placee has an
immediate, separate, irrevocable and binding obligation, owed to Panmure
Gordon, to pay to it (or as it may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares for which such
Placee has agreed to subscribe.
The price of securities and income from them may go down as well as up and
investors may not get back the full amount on disposal of the securities.
Panmure Gordon 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.
Save in the event of fraud on its part (and to the fullest extent permitted by
law and applicable rules of the FCA (the "FCA Rules")), none of (i) Panmure
Gordon, (ii) any of its directors, officers, employees or consultants, or
(iii) to the extent not contained within (i) or (ii), any person connected
with Panmure Gordon as defined in the FCA Rules ((i), (ii) and (iii) being
together "affiliates" and individually an "affiliate"), shall have any
liability to any Placee or to any person (whether acting on behalf of a Placee
or otherwise) other than the Company in respect of the Placing or in respect
of its conduct of the Bookbuild or of any alternative method that they may
adopt for carrying out the Placing, and where any such liability nevertheless
arises as a matter of law, each Placee shall immediately waive any claim which
it may have against any affiliate in respect thereof.
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. 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.
Irrespective of the time at which a Placee's participation in the Placing is
confirmed, settlement for all Placing Shares to be subscribed for pursuant to
the Placing will be required to be made at the same time, on the basis
explained below under 'Registration and Settlement'.
Completion of the Placing will be subject to the fulfilment of the conditions
referred to below under 'Conditions of the Placing' and to the Placing not
being terminated on the basis referred to below under 'Termination of the
Placing Agreement'. In the event that the Placing Agreement is not entered
into or does not otherwise become unconditional in any respect or, after
having been entered into, is terminated, the Placing will not proceed and all
funds delivered by the Placee to Panmure Gordon in respect of the Placee's
participation will be returned to the Placee at the Placee's risk without
interest.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not otherwise be capable of rescission or termination
by the Placee.
By participating in the Placing, each Placee will be deemed to have read and
understood this Announcement, including the Appendices, in their entirety and
to be participating in the Placing upon the terms and conditions contained in
this Appendix, and to be providing the confirmations, representations,
warranties, agreements, acknowledgements and undertakings, in each case as
contained in this Appendix.
Conditions of the placing of the EIS/VCT Placing Shares
The placing of the EIS/VCT Placing Shares will be conditional, inter alia, on:
i. none of the warranties contained in the Placing Agreement that
are given by the Company being untrue, inaccurate or misleading on and as of
the date of the Placing Agreement nor ceasing to be true and accurate or
having become misleading as at First Admission with reference to the facts and
circumstances which shall then exist;
ii. First Admission having become effective in accordance with the AIM
Rules by no later than 8.00 a.m. on 15 August 2022 (or such other time and/or
date as may be agreed between the Company and Panmure Gordon, not being later
than 8.00 a.m. on 2 September 2022 (the "First Long Stop Date");
iii. the Company having complied with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to First
Admission;
iv. the Company allotting, subject only to Admission, the EIS/VCT Placing
Shares in accordance with the Placing Agreement; and
v. the satisfaction or, where capable of waiver, the waiver of certain
other conditions set out in the Placing Agreement in respect of the placing of
the EIS/VCT Placing Shares, provided that the extended time for satisfaction
shall not be extended beyond 8.00 a.m. on the First Long Stop Date.
Conditions of the placing of the General Placing Shares
The placing of the General Placing Shares will be conditional, inter alia, on:
i. none of the warranties contained in the Placing Agreement that
are given by the Company being untrue, inaccurate or misleading on and as of
the date of the Placing Agreement nor ceasing to be true and accurate or
having become misleading as at Second Admission with reference to the facts
and circumstances which shall then exist;
ii. First Admission having occurred;
iii. Second Admission having become effective in accordance with the AIM
Rules by no later than 8.00 a.m. on 16 August 2022 (or such other time and/or
date as may be agreed between the Company and Panmure Gordon, not being later
than 8.00 a.m. on 3 September 2022 (the "Second Long Stop Date");
iv. the Company having complied with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to Second
Admission;
v. the Company allotting, subject only to Admission, the General Placing
Shares in accordance with the Placing Agreement; and
vi. the satisfaction or, where capable of waiver, the waiver of certain
other conditions set out in the Placing Agreement in respect of the placing of
the Placing Shares, provided that the extended time for satisfaction shall not
be extended beyond 8.00 a.m. on the Second Long Stop Date.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not satisfied (or waived if capable of waiver); or
(ii) have become incapable of being satisfied on or before the First Long Stop
Date and have not been waived; or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and the
Placee's rights and obligations in relation to the Placing Shares shall cease
and determine at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof. In the event that any of the conditions in
respect of Second Admission are not satisfied (or waived) or have become
incapable of being satisfied on or before the Second Long Stop Date, to the
extent the EIS/VCT Placing Shares have been allotted and issued to Placees,
and the Placing Agreement is terminated after First Admission but prior to
Second Admission, then the rights and obligations of the relevant Placees in
respect of First Admission will survive termination of the Placing Agreement,
but the relevant Placee's rights and obligations in respect of Second
Admission shall cease and determine at such time.
Each Placee (whether in respect of First Admission or Second Admission) agrees
that no claim can be made by the Placee in respect thereof. All obligations
assumed by the Placee under the terms and conditions of the Placing are given
to Panmure Gordon in its capacity as agent for the Company and are therefore
directly enforceable by the Company.
The placing of the EIS/VCT Placing Shares is not conditional on the issue of
the General Placing Shares or Second Admission. Consequently if, following the
issue of the EIS/VCT Placing Shares, the conditions relating to the issue of
the General Placing Shares are not satisfied, or the Placing Agreement is
terminated in accordance with its terms, the General Placing Shares will not
be issued and the Company will not receive the related placing monies.
By accepting the Placing Shares, each Placee irrevocably agrees that: (i) the
Company and Panmure Gordon may jointly, in their absolute discretion, exercise
the right to extend the time for fulfilment of any of the conditions to the
Placing Agreement expressed to be capable of waiver or extension (provided
that such extension will not extend later than either the First Long Stop Date
in respect of First Admission, or the Second Long Stop Date in respect of
Second Admission; (ii) that Panmure Gordon may waive, in whole or in part, and
where capable of waiver, fulfilment of certain of the conditions to the
Placing Agreement and may terminate the Placing Agreement in certain
circumstances prior to Admission, in each case without consulting with any
Placee; and (iii) that neither Panmure Gordon, nor any of its respective
directors, officers, employees, agents or affiliates shall have any liability
(whether in contract, tort or otherwise) 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. Any such extension or waiver will not affect the Placees'
commitments. If there is any change to the timetable Placees will be notified
at the first practicable opportunity.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Right to terminate under the Placing Agreement" below and will not be
capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
The Placing Agreement contains certain undertakings and warranties given by
the Company for the benefit of Panmure Gordon and indemnities given by the
Company relating to certain potential liabilities of Panmure Gordon. In
addition, Panmure Gordon has certain rights to terminate the Placing Agreement
at any time prior to First Admission and prior to Second Admission, inter
alia, in the event of a breach of warranty or an event of force majeure that
is material in the context of the Placing.
Upon termination of the Placing Agreement the Placing will not occur and the
parties to the Placing Agreement shall be released and discharged (except for
any liability arising before or in relation to such termination) from their
respective obligations under or pursuant to the Placing Agreement, subject to
certain exceptions. In the event that Panmure Gordon exercises their
termination rights after First Admission but before Second Admission, all
obligations and liabilities owed by the Placees whose shares have been
admitted at First Admission will survive termination of the Placing Agreement
and any monies received from the relevant Placees will not be returned to
them.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by Panmure
Gordon of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Panmure Gordon and that
Panmure Gordon need not make any reference to Placees and that they shall have
no liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will be
submitted to or be approved by the FCA (or any other authority) or submitted
to the London Stock Exchange in relation to the Placing and Admission and no
such prospectus is required to be published in the United Kingdom or any
equivalent document in any other jurisdiction.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including the appendices) released by the
Company today, and subject to the further terms set forth in the Contract Note
(as defined below) to be provided by Panmure Gordon to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including the appendices) and all other publicly
available information previously or simultaneously published by or on behalf
of the Company by notification to a Regulatory Information Service or
otherwise filed by the Company is exclusively the responsibility of the
Company and confirms to Panmure Gordon and the Company that it has neither
received nor relied on any other information, representation, warranty or
statement made by or on behalf of the Company, Panmure Gordon or any other
person. None of the Company, Panmure Gordon, any of their respective officers,
directors or employees, or 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. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation by that
person.
Registration and settlement
Settlement of transactions in the EIS/VCT Placing Shares following First
Admission and the General Placing Shares following Second 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 Panmure Gordon in its
absolute discretion considers this to be necessary or desirable.
Participation in the Placing is only available to persons who are invited to
participate in it by Panmure Gordon.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or writing with Panmure Gordon. Such agreement
will constitute a legally binding commitment on such Placee's part to acquire
that number of Placing Shares at the Issue Price on the terms and conditions
set out or referred to in this Appendix and subject to the Company's articles
of association.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note stating the number of Placing Shares
allocated to it at the Issue Price, the aggregate amount owed by such Placee
to Panmure Gordon and settlement instructions (the "Contract Note").
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with Panmure Gordon.
Settlement for the Placing Shares will be through Panmure Gordon against CREST
participant account: 83801. For the avoidance of doubt, Placing allocations
will be booked with a trade date of 11 August 2022. The settlement date for
the EIS/VCT Placing Shares will be 15 August 2022 and the General Placing
Shares will have a settlement date of 16 August 2022.
The Company will instruct its registrar to deliver the Placing Shares to the
CREST account operated by Panmure Gordon as agent for the Company and Panmure
Gordon will enter its delivery (DEL) instruction into the CREST system. The
input to CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the Placing Shares to the relevant Placee against payment.
Interest may be charged in respect of payments not received for value at that
time.
Whilst Panmure Gordon does not believe there to be any liability to stamp duty
or stamp duty reserve tax in respect of the Placing Shares, should any such
stamp duty or stamp duty reserve tax be payable, it shall be entirely for the
Placee's account and neither the Company nor Panmure Gordon will have any
liability in respect thereof.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Panmure Gordon 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 Company's account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by it and may
be required to bear any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If the Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as the
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. Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, undertakes, represents, warrants
and agrees (for itself and for any such prospective Placee) with Panmure
Gordon (in its capacity as bookrunner and broker in connection with the
Placing), in each case as a fundamental term of the Placee's application for
the Placing Shares, as follows:
1. it has read this Announcement, including the appendices, in its
entirety and acknowledges and agrees that its participation in the Placing
will be subject to the terms, conditions, representations, warranties,
acknowledgments, agreements and undertakings and other information contained
herein and to the provisions of the Placing Agreement and the articles of
association of the Company in force both before and immediately after
Admission;
2. its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances;
3. that its commitment to acquire the Placing Shares on the terms set
out herein and in this Announcement (including the Appendix) and the trade
confirmation or contract note will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing and Placees
will have no right to be consulted or require that their consents be obtained
with respect to the Company's or Panmure Gordon's conduct of the Placing;
4. that the exercise by Panmure Gordon of any rights or discretion under
the Placing Agreement shall be within the absolute discretion of Panmure
Gordon and Panmure Gordon need not have any reference to the Placee and shall
have no liability to it whatsoever in connection with any decision to exercise
or not to exercise any such right and that it has no rights against Panmure
Gordon or the Company, or any of their respective directors and employees
under the Placing Agreement pursuant to the Contracts (Rights of Third Parties
Act) 1999;
5. that it is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or any of the
Placing Shares other than as contained in this Announcement (including the
appendices); and that neither the Company nor Panmure Gordon nor any of their
respective officers, directors or employees will have any liability for any
such other information or representation;
6. that it has relied on its own assessment and investigation of the
business, financial or other position of the Company in determining whether to
participate in the placing, and (a) has satisfied itself concerning legal,
regulatory, tax, business, currency, financial and other economic
considerations in connection herewith to the extent it deems necessary; (b)
had access to review publicly available information concerning the Company
that it considers necessary or appropriate and sufficient in making an
investment decision and to determine whether to participate in the Placing;
(c) reviewed such information as it believes necessary or appropriate in
connection with its subscription of the Placing Shares; and (d) made its
investment decision based solely upon its own judgment, due diligence and
analysis and not upon any view expressed or information provided by or on
behalf of Panmure Gordon, the Company or any other person otherwise than as
set out in this Announcement;
7. that it understands and agrees that it may not rely, and has not
relied, on any investigation that Panmure Gordon, any of its affiliates or any
person acting on its behalf, may or may not have conducted with respect to the
Company, the Placing Shares or the Placing, and that none of Panmure Gordon,
the Company, any of their affiliates, or any person acting on behalf of them
has provided, and will not provide, any material regarding the Placing Shares,
the Bookbuild, the Placing or the Company (other than this Announcement);
8. that none of Panmure Gordon, the Company, nor any of their
affiliates, nor any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Panmure Gordon for the purposes of the Placing;
9. that none of Panmure Gordon nor any of its affiliates, nor any person
acting on behalf of any of them have any duties or responsibilities to it or,
as the case may be, its clients similar or comparable to the duties of "best
execution" and "suitability" imposed by the FCA's Conduct of Business Source
Book; that Panmure Gordon is not acting for it or its clients; and that
Panmure Gordon will not be responsible for providing protections afforded to
its clients or for providing advice in relation to the transactions described
in this Announcement nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor the
exercise or performance of Panmure Gordon's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
10. accordingly, it acknowledges and agrees that it will not hold Panmure
Gordon or any of its affiliates or any person acting on their behalf
responsible or liable for any misstatements in or omission from any publicly
available information relating to the Company or information made available
(whether in written or oral form) in presentations or as part of roadshow
discussions with investors relating to the Company (the "Information") and
that neither Panmure Gordon nor any person acting on behalf of Panmure Gordon
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any responsibility for
any of such Information;
11. that none of Panmure Gordon, their respective affiliates or any person
acting on behalf of any of them has or shall have any liability for any
information made publicly available by or in relation to the Company or any
representation, warranty or statement relating to the Company or the Group
contained therein or otherwise, provided that nothing in this paragraph
excludes the liability of any person for fraudulent misrepresentation made by
that person;
12. it is not, and at the time the Placing Shares are acquired, neither it
nor the beneficial owner of the Placing Shares will be, a national or resident
of a Restricted Jurisdiction or a corporation, partnership or other entity
organised under the laws of a Restricted Jurisdiction or of any jurisdiction
which would be unlawful and that it will not offer, sell, renounce, transfer
or deliver directly or indirectly any of the Placing Shares (or any part
thereof) in a Restricted Jurisdiction or any jurisdiction where to do so would
be unlawful or any person resident in a Restricted Jurisdiction or in any
jurisdiction where to do so would be unlawful and it acknowledges and agrees
that the Placing Shares (or any part thereof) have not been and will not be
registered under the Securities Act or with any securities regulatory
authority of any state or jurisdiction of the United States, or the relevant
securities legislation of any Restricted Jurisdiction and therefore Placing
Shares (or any part thereof) may not be offered for sale, and may not be,
directly or indirectly, offered, sold, renounced, transferred or delivered, in
or into a Restricted Jurisdiction or their respective territories and
possessions, or in any jurisdiction which to do would be unlawful unless
pursuant to a relevant exemption;
13. it is not located in the United States at the time the buy order is
originated and it represents that no "directed selling efforts" (as defined in
Regulation S under the Securities Act) were made in connection with the
Placing;
14. it is not acting on a non-discretionary basis for the account or benefit
of a person located within the United States at the time the undertaking to
subscribe for the Placing Shares is given;
15. it acknowledges and agrees that its purchase of the Placing Shares does
not trigger, in the jurisdiction in which it is resident or located: (i) any
obligation to prepare or file a prospectus or similar document or any other
report in respect to such purchase; (ii) any disclosure or reporting
obligation of the Company; or (iii) any registration or other obligation on
the part of the Company, but that if required by applicable securities laws or
as otherwise reasonably requested by the Company, the Placee will execute,
deliver and file and otherwise assist the Company in filing reports,
questionnaires, undertakings and other documents with respect to the issue of
the Placing Shares;
16. it and any person acting on its behalf is entitled to subscribe for the
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that: (i) it has fully observed such laws; (ii) it has obtained all
necessary capacity, consents and authorities (regulatory or otherwise) to
enable it to give its commitment to subscribe for the Placing Shares and to
perform its subscription obligations; (iii) it has complied with all necessary
formalities and has not taken any action which will or may result in the
Company or Panmure Gordon 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 of the
Placing Shares; and (iv) its commitment constitutes a valid and binding
obligation on it;
17. in making any decision to subscribe for the Placing Shares, it confirms:
(i) it has such knowledge and experience in financial, business, tax and
international investment matters as to be capable of evaluating the merits and
risks of its investment in the Placing Shares; (ii) it is experienced in
investing in securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear the economic risk of participating in
the Placing for an indefinite period of time; (iii) is able to sustain a
complete loss of such investment in the Placing Shares; (iv) it will not look
to Panmure Gordon for all or part of any such loss it may suffer; and (v) has
no need for liquidity with respect to its investment in the Placing Shares. It
further confirms that it relied on 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;
18. if it has received any inside information about the Company in advance
of the publication of this Announcement, it has not (i) dealt in the
securities of the Company, (ii) encouraged or required another person to deal
in the securities of the Company, or (iii) disclosed such information to any
person, prior to the information being made publicly available;
19. that (i) it is acting as principal only in respect of the Placing and
has the power and authority to carry on the activities in which it is engaged,
to subscribe for the Placing Shares and to execute and deliver all documents
necessary for such subscription; and/or (ii) if it is acting for any other
person: (A) it is duly authorised to do so and has full power to make the
acknowledgements, representations and agreements herein on behalf of each such
person; and (B) it is and will remain liable to the Company and/or Panmure
Gordon for the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another person).
Each Placee agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom it is
acting;
20. it will (or will procure that its nominee will), if applicable, make
notification to the Company of the interest in its shares in accordance with
the articles of association of the Company and any relevant rules or
legislation;
21. if within the United Kingdom, it represents and warrants that it is a
Qualified Investor as defined in section 86 of FSMA (as amended) and is a
person (i) having professional experience in matters relating to investments
who falls within the definition of "investment professionals" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") or (ii) who falls within Article 49(2)(a) to
(d) of the Order ("high net worth companies, unincorporated associations,
etc") or (iii) to whom this Announcement may otherwise lawfully be
communicated;
22. that it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares (or any part thereof) that are
allocated to it for the purposes of its business;
23. that it understands that any investment or investment activity to which
this Announcement relates is available only to Relevant Persons, that
consequently engagement in respect of the Placing will only be with Relevant
Persons, and that it understands that this Announcement must not be acted upon
or relied upon by persons who are not Relevant Persons;
24. it is not, nor is it acting on behalf of, a person falling within
subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections
(2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act
1986 (depositary receipts and clearance services);
25. that no instrument under which it acquires the Placing Shares (whether
as principal, agent or nominee) will be subject to stamp duty or stamp duty
reserve tax at the increased rates referred to in sections 67 or 93
(Depository Receipts) or section 70 or 96 (Clearance Services) of the Finance
Act 1986;
26. 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 Panmure Gordon 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 ("Indemnified Taxes"). 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 Panmure Gordon on an after-tax basis in respect of
the any Indemnified Taxes on the basis that the Placing Shares will be
allotted to the CREST stock account of Panmure Gordon who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
27. that it irrevocably appoints any director of Panmure Gordon as its agent
for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares offered to it by Panmure Gordon;
28. that if it elects to receive its Placing Shares in uncertificated form,
the CREST member account identified in the Contract Note returned by it is not
marked;
29. to indemnify on an after tax basis and hold the Company and Panmure
Gordon and their respective directors, officers, employees, agents and
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 by it (or any person on whose behalf it is acting) of the
representations, warranties, acknowledgements, agreements and undertakings
contained in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
30. that its obligations will be owed to the Company and Panmure Gordon and
acknowledges that it has an immediate, separate, irrevocable and binding
obligation, owed to Panmure Gordon, to pay to Panmure Gordon (or as it may
direct) in cleared funds an amount equal to that shown in the Contract Note,
and it 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 on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as
Panmure Gordon may in its discretion determine and without liability to such
Placee;
31. that it (and any person acting on its behalf) has the funds available to
pay for, and will make payment in respect of the Placing Shares allocated to
it, in accordance with the terms and conditions of this Announcement,
including the appendices, at the due time and date set out herein (unless
otherwise agreed with Panmure Gordon), failing which the relevant Placing
Shares may be placed with other persons or sold as Panmure Gordon may in its
sole discretion determine in which case the Placee shall remain liable for any
amount by which the net proceeds of such sale falls short of the product of
the Issue Price and the number of Placing Shares allocated to it and may be
required to bear any stamp duty, stamp duty reserve tax or other similar taxes
(together with any interest, fines or penalties) which may arise upon the sale
of such Placee's Placing Shares;
32. 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 agreements shall be governed by and
construed in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of or in connection with 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 Panmure Gordon 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;
33. that the Company, Panmure Gordon and their respective affiliates will
rely upon the truth and accuracy of the representations, warranties,
acknowledgements and undertakings set out herein which are given to Panmure
Gordon on its own behalf and on behalf of the Company and which are
irrevocable and it irrevocably authorises the Company and Panmure Gordon to
produce this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein.
It agrees that if any of the acknowledgments, representations, warranties and
agreements made in connection with its subscription for and/or acquisition of
the Placing Shares are no longer accurate, it shall promptly notify the
Company and Panmure Gordon;
34. it is aware of, have complied with and will continue to comply with any
obligations it has under the FCA's Money Laundering Rules, the Criminal
Justice Act 1993, Market Abuse Regulation (EU) No 596/2014, FSMA, the
Terrorism Act 2000, and the Money Laundering Regulations to the extent
applicable to it and in respect of its subscription for the Placing Shares:
(i) it has complied fully with its obligations pursuant to the Money
Laundering Regulations; and (ii) it will provide Panmure Gordon on demand with
any information it may require for the purposes of verification under the
Money Laundering Regulations; and (iii) that if it is 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 Money
Laundering Regulations;
35. that to ensure compliance with the FCA's Money Laundering Rules, the
Terrorism Act 2000, and the Money Laundering Regulations (as applicable),
Panmure Gordon may, in its absolute discretion, require verification of
Placees' identity to the extent that it has not already provided the same.
Pending the provision to Panmure Gordon of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at its absolute
discretion. If within a reasonable time after a request for verification of
identity Panmure Gordon has not received evidence satisfactory to it, Panmure
Gordon may, at its absolute discretion, terminate the proposed issue of
Placing Shares to the Placee in which event the monies payable on acceptance
of the allotment will, if paid, be returned without interest to the account of
the drawee bank from which they were originally debited. No Placing Shares
will be placed with a Placee if before Admission its acceptance of any Placing
Shares is rejected pursuant to the Money Laundering Regulations;
36. that it has complied and will comply with all applicable laws with
respect to anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom (including all relevant provisions of
the FSMA in the United Kingdom);
37. that it will not make any offer to the public of those Placing Shares
(or any part thereof) to be subscribed by it for the purposes of the UK
Prospectus Regulation and Prospectus Regulation;
38. that it will not distribute any document relating to the Placing Shares
(or any part thereof) and it will be subscribing for the Placing Shares for
its own account as principal or for a discretionary account or accounts (as to
which it has full power and authority to make the acknowledgments,
representations and agreements herein on behalf of each such account) for
investment purposes only;
39. that this Announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, Placing Shares (or any part thereof) in any
jurisdiction in which such an offer or solicitation is unlawful. It
acknowledges and agrees that the Placing Shares (or any part thereof) have not
been and will not be registered or qualified for sale under the securities
laws of any Restricted Jurisdiction or any other jurisdiction where to do so
would be unlawful. The Placing Shares (or any part thereof) may not be sold
within or to persons who are nationals of or are resident in or who are
corporations or other entities organised under the laws of Restricted
Jurisdictions or any jurisdiction where to do so would be unlawful unless
pursuant to a relevant exemption. Each Placee agrees not to distribute this
Announcement in or into any Restricted Jurisdictions or any jurisdiction where
to do so would be unlawful;
40. if the investor is a natural person, such investor is not under the age
of majority (18 years of age in the United Kingdom) on the date of such
investor's agreement to subscribe for the Placing Shares under the Placing and
will not be any such person on the date any such Placing is accepted;
41. that information provided by it to the Company and the Registrar will be
stored on the Company's and/or the Registrars' computer system(s). It
acknowledges and agrees that for the purposes of the Data Protection Act 1998
and the General Data Protection Regulation (EU) 2016/679 as it forms part of
the law of England and Wales by virtue of section 3 of the European Union
(Withdrawal) Act 2018 and all other relevant data protection legislation and
regulations which may be applicable to the Company (the "Data Protection
Law"), the Company and the Registrars are required to specify the purposes for
which they will hold personal data. The Company and the Registrars will only
use such information for the purposes set out below (collectively, the
"Purposes"), being to:
i. process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it;
ii. communicate with it as necessary in connection with its affairs
and generally in connection with its holding of Ordinary Shares;
iii. provide personal data to such third parties as the Company or the
Registrars may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the Data Protection
Law may require, including to third parties outside the United Kingdom or the
European Economic Area;
iv. without limitation, provide such personal data to the Company or
Panmure Gordon for processing, notwithstanding that any such party may be
outside the United Kingdom or the EEA States; and
v. process its personal data for the Company's or Registrars' internal
administration; and
42. that it has obtained the consent of any data subjects to the Registrars
and the Company and their respective associates holding and using their
personal data for the Purposes (including the explicit consent of the data
subjects for the processing of any sensitive personal data for the purpose set
out in paragraph 32 above). For the purposes of this Announcement, "data
subject", "personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law.
The foregoing acknowledgements, undertakings, representations, warranties and
confirmations are given to each of the Company and Panmure Gordon (for their
own benefit, and where relevant, the benefit of their respective affiliates
and any person acting on their behalf) and are irrevocable. The Company and
Panmure Gordon will rely upon the truth and accuracy of the foregoing
acknowledgements, undertakings, representations, warranties and confirmations.
The agreement to settle a Placee's acquisition of the Placing Shares (and/or
the acquisition by 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 an acquisition by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes, and is based on a
warranty from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer the
Placing Shares (or any part thereof) into a clearance service. If there are
any such arrangements, or the settlement related to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor Panmure Gordon will be responsible. If this is the
case, each Placee should seek its own advice and notify Panmure Gordon.
In addition, neither the Company nor Panmure Gordon is liable for any capital
duty, stamp duty or any other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable in or outside the UK by any
Placee or any other person on the Placee's acquisition of any of the Placing
Shares or the agreement by them to subscribe for any of the Placing Shares.
Each Placee agrees to indemnify on an after-tax basis and hold harmless the
Company, Panmure Gordon and their respective affiliates, agents, directors,
officers and employees from any and all such stamp, issue, securities,
transfer, registration, documentary or other duties or taxes (including
interest, fines or penalties relating thereto).
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, Panmure Gordon or their respective affiliates, agents,
directors, officers and employees pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that Panmure Gordon or any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither the Company nor Panmure Gordon owes any fiduciary or other duties to
any Placee in respect of any acknowledgments, confirmations, representations,
warranties, undertakings or indemnities contained in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Panmure
Gordon, any money held in an account with Panmure Gordon 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. Each Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from Panmure Gordon's money in accordance with
the client money rules and will be used by Panmure Gordon in the course of its
own business and the Placee will rank only as a general creditor of Panmure
Gordon.
All times and dates in this Announcement may be subject to amendment. Panmure
Gordon shall notify the Placees and any person acting on behalf of the Placees
of any changes.
Past performance is not a guide to future performance and persons needing
advice should consult an independent financial adviser.
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 Panmure Gordon or by any of its respective affiliates or agents as
to or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
APPENDIX II
DEFINITIONS
"Act"
the UK Companies Act 2006, as amended
"Admission"
First Admission or Second Admission as the context requires
"AIM"
the market of that name operated by the London Stock Exchange
"AIM
Rules"
the AIM Rules for Companies, which sets out the
rules and responsibilities for companies whose shares are admitted to trading
on AIM, as amended from time to time
"Announcement"
this announcement relating to the Placing
"Board" or "Directors"
the board of directors of the Company
"Business
Day"
a day (other than a Saturday, Sunday or public holiday) when banks are usually
open for business in London
"certificated" or "in certificated form" in relation
to a share or other security, a share or other security that is not in
uncertificated form, that is not in CREST
"Company" or "C4XD"
C4X Discovery Holdings plc, a public limited company incorporated in England
and Wales under registered number 9134041
"CREST"
the relevant system (as defined in the
Regulations) which enables title to units of relevant securities (as defined
in the Regulations) to be evidenced and transferred without a written
instrument and in respect of which Euroclear is the Operator (as defined in
the Regulations)
"CREST
member"
a person who has been admitted by Euroclear as a system-member (as defined in
the Regulations)
"CREST
participant"
a person who is, in relation to CREST, a system participant (as defined in the
Regulations)
"Drug
Discovery"
the process through which potential new medicines are identified, involving a
wide range of scientific disciplines, including biology, chemistry and
pharmacology
"EIS"
the Enterprise Investment Scheme
"EIS/VCT Placing Shares" the
Placing Shares that will be offered to VCTs and to those investors seeking to
claim EIS relief in relation to their investment
"Enlarged Share Capital" the
issued ordinary share capital of the Company immediately following Second
Admission, as enlarged by the Placing Shares
"Euroclear"
Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares" the
229,231,972 Ordinary Shares in issue at the date of this Announcement
"FCA"
the UK Financial Conduct Authority
"First
Admission"
the admission of the EIS/VCT Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules
"FSMA"
the UK Financial Services and Markets Act 2000, as amended
"General Placing Shares" the
Placing Shares that are not EIS/VCT Placing Shares
"Group"
the Company, its subsidiaries and subsidiary undertakings
"Issue
Price"
25 pence per Placing Shares
"London Stock Exchange" London
Stock Exchange plc
"Money Laundering Regulations" the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended)
"Ordinary Shares"
the
ordinary shares of one penny (£0.01) each in the share capital of the Company
"Panmure
Gordon"
Panmure Gordon (UK) Limited, a company incorporated in England and Wales with
company number 04915201, authorised and regulated by the FCA
"Placees"
any person who has agreed to subscribe for the Placing Shares
"Placing"
the proposed, placing by Panmure Gordon (on behalf of the Company) of the
Placing Shares at the Issue Price on the terms and subject to the conditions
in the Placing Agreement
"Placing Agreement"
the conditional
agreement dated 11 August 2022 relating to the Placing, between the Company
and Panmure Gordon
"Placing
Shares"
the EIS/VCT Placing Shares and the General Placing Shares
"Prospectus Regulation"
Commission Regulation (EU) 2017/1129 which entered into force on 21 July 2019
"Registrars"
Link Asset Services, registrar to the Company
"Regulations"
the UK Uncertificated Securities Regulations 2001 (SI 2001 No.3755), as
amended
"Regulatory Information Service" has the meaning given in the AIM
Rules
"Restricted Jurisdictions" each of
Australia, Canada, Japan, the Republic of South Africa, New Zealand and the
United States where the extension or availability of the Placing would breach
any applicable law
"Second
Admission"
admission of the General Placing Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"Securities
Act"
the United States Securities Act of 1933
"Shareholders"
the holders of Ordinary Shares from time to time, each individually a
"Shareholder"
"UK" or "United Kingdom" the United
Kingdom of Great Britain and Northern Ireland
"uncertificated" or
"in uncertificated form" a
share or other security recorded on the relevant register of the share or
security concerned 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
"US" or "United States" the
United States of America, its territories and possessions, any state of the
United States and the District of Columbia
"VCT"
a company which is, or which is seeking to become, approved as a venture
capital trust under Section 842AA of the UK Income and Corporation Taxes Act
1988
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEFZGMRKMMGZZGRecent news on C4X Discovery Holdings
See all newsREG - AIM C4X Discovery - Cancellation - C4X Discovery Holdings plc
AnnouncementREG - C4X Discovery - Last day of dealings and update on cancellation
AnnouncementREG - C4X Discovery - Holding(s) in Company
AnnouncementREG - FTSE Russell C4X Discovery - C4X Discovery Holdings
AnnouncementREG - C4X Discovery - Result of General Meeting
Announcement