REG - Ergomed plc - Acquisition of PSR Group BV and Placing <Origin Href="QuoteRef">ERGO.L</Origin> - Part 2

ErgomedAnnouncement

28/09/2017 07:09

- Part 2: For the preceding part double click  ID:nRSb0644Sa 

Client/Eligible Counterparty" within the meaning of Annex
II/Article 24 (2) of MiFID and is not participating in the Placing on behalf
of persons in the European Economic Area other than Professional Clients or
persons in the UK and other member states (where equivalent legislation
exists) for whom the Placee has authority to make decisions on a wholly
discretionary basis as above; 
 
(cc)       in the case of a person who confirms to Numis or N+1 Singer (as
applicable) on behalf of a Placee an agreement to acquire Placing Shares under
the Placing and who is acting on behalf of a third party, that the terms on
which the Placee (or any person acting on its behalf) are engaged enable it to
make investment decisions in relation to securities on that third party's
behalf without reference to that third party; 
 
(dd)       neither Numis nor N+1 Singer is not making any recommendation to
the Placee or advising the Placee regarding the suitability or merits of
participation in the Placing or any transaction the Placee may enter into in
connection with the Placing or otherwise. The Placee is not Numis' or N+1
Singer's client in connection with the Placing and neither Numis nor N+1
Singer will be responsible to any Placee for providing the protections
afforded to Numis' or N+1 Singer's clients or providing advice in relation to
the Placing and neither Numis nor N+1 Singer will not have any duties or
responsibilities to any Placee similar or comparable to "best execution" and
"suitability" imposed by the Conduct of Business Sourcebook contained in the
rules of the FCA; 
 
(ee)       the exercise by Numis or N+1 Singer of any rights or discretions
under the Placing Agreement shall be within its absolute discretion and Numis
or N+1 Singer (as applicable) need not have any reference to any Placee and
shall have no liability to any Placee whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right and each
Placee agrees that it shall have no rights against Numis, N+1 Singer or its
directors or employees under the Placing Agreement; 
 
(ff)         the Placee's commitment to acquire Placing Shares on the terms
set out herein will continue notwithstanding any amendment that may in future
be made to the terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's conduct of the Placing; 
 
(gg)       it irrevocably appoints any director of Numis or N+1 Singer as its
agent for the purposes of executing and delivering to the Company and/or the
Registrar any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares agreed to be taken up by it under
the Placing and otherwise to do all acts, matters and things as may be
necessary for, or incidental to, its acquisition of any Placing Shares in the
event of its failure so to do; and 
 
(hh)       it will indemnify and hold the Company, Numis, N+1 Singer and their
respective Affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
provisions of this Appendix will survive after completion of the Placing. 
 
The Company, Numis and N+1 Singer will rely upon the truth and accuracy of
each of the foregoing representations, warranties and undertakings. 
 
SUPPLY AND DISCLOSURE OF INFORMATION 
 
If any of Numis, N+1 Singer, the Registrar or the Company (or any of their
respective agents) request any information about a Placee's agreement to
acquire Placing Shares, such Placee must promptly disclose it to them. 
 
MISCELLANEOUS 
 
The rights and remedies of Numis, N+1 Singer, the Registrar and the Company
under these terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others. 
 
On application, each Placee may be asked to disclose, in writing or orally to
Numis or N+1 Singer (as applicable): 
 
(a)         if he is an individual, his nationality; or 
 
(b)         if he is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned. 
 
All documents will be sent at the Placee's risk. They may be sent by post to
such Placee at an address notified to Numis or N+1 Singer (as applicable).
Each Placee agrees to be bound by the Articles once the Placing Shares which
such Placee has agreed to acquire have been acquired by such Placee. The
provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by Numis or N+1 Singer (as applicable).
The contract to acquire Placing Shares and the appointments and authorities
mentioned herein will be governed by, and construed in accordance with, the
laws of England and Wales. For the exclusive benefit of Numis, N+1 Singer the
Company and the Registrar, each Placee irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters. This does not
prevent an action being taken against a Placee in any other jurisdiction. In
the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these terms and conditions are to each of such Placees and such
joint Placees' liability is joint and several. All times and dates in this
document are subject to amendment and Numis, N+1 Singer, the Company each
expressly reserve the right to modify the Placing (including, without
limitation, its timetable and settlement) at any time before allocations of
Placing Shares under the Placing are determined. 
 
The Placing is subject to the satisfaction of the conditions contained in the
Placing Agreement and the Placing Agreement not having been terminated.
Further details of the terms of the Placing Agreement are set out above. 
 
DEFINITIONS USED IN THIS ANNOUNCEMENT 
 
"Acquisition" means the acquisition by the Company of the entire issued and to
be issued share capital of the Target; 
 
"Acquisition Agreement" means the conditional agreement dated 27 September
2017 between (1) the Sellers and (2) the Company relating to the Acquisition; 
 
"Admission" means admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules ; 
 
"AIM" the market of that name operated by the London Stock Exchange; 
 
"AIM Rules" the AIM Rules for Companies; 
 
"Articles" the articles of association of the Company currently in force; 
 
"Bookbuild" means the accelerated bookbuild process to be conducted in
relation to the Placing which will establish the demand for and total number
of Placing Shares to be issued pursuant to the Placing at the Placing Price. 
 
"Business Day" a day (excluding Saturdays, Sundays or public holidays in
England and Wales) on which banks generally are open in London for the
transaction of business; 
 
"Cash Placing Shares" means new Ordinary Shares to be issued and allotted by
the Company to Placees for cash pursuant to the terms of the Placing
Agreement; 
 
"certificated" or "in certificated form" where a security is not held in
uncertificated form (i.e. not in CREST); 
 
"Closing Date" means the date on which settlement of the Placing Shares takes
place, which will be advised to Placees, but is expected to be on or around 2
October 2017; 
 
"Company" Ergomed plc; 
 
"CREST" the relevant system (as defined in the CREST Regulations) in respect
of which Euroclear is the Operator (as defined in the CREST Regulations); 
 
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI
2001/3755); 
 
"Directors" the directors of the Company; 
 
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST; 
 
"FCA" the Financial Conduct Authority of the United Kingdom; 
 
"FSMA" the Financial Services and Markets Act 2000 (as amended); 
 
"Group" the Company and its subsidiary undertakings; 
 
"London Stock Exchange" London Stock Exchange plc; 
 
"N+1 Singer" Nplus1 Singer Advisory LLP, registered in England and Wales with
number OC364131, whose registered office is at One, Bartholomew Lane, London
EC2N 2AX and its affiliate, Nplus1Singer Capital Markets Limited, registered
in England and Wales with number 0572780, whose registered office is at One,
Bartholomew Lane, London EC2N 2AX. 
 
"Numis" Numis Securities Limited, registered in England and Wales with number
2285918, whose registered office is at 10 Paternoster Square, London EC4M
7LT; 
 
"Ordinary Shares" the ordinary shares of £0.01 in the capital of the Company; 
 
"Placees" Relevant Persons procured by Numis or N+1 Singer pursuant to the
Placing Agreement who agree to subscribe for or acquire as allottee the
Placing Shares; 
 
"Placing" the placing of Placing Shares as described in this document; 
 
"Placing Agreement" the agreement relating to the Placing dated 28 September
2017 between the Company, Numis and N+1 Singer; 
 
"Placing Price" 165 pence per Placing Share; 
 
"Placing Shares" the Cash Placing Shares and the Vendor Placing Shares to be
issued pursuant to the Placing; 
 
"Prospectus Directive" the Directive of the European Parliament and of the
Council of the European Union 2003/71/EC; 
 
"Regulation S" Regulation S under the Securities Act; 
 
"Securities Act" the US Securities Act of 1933, as amended; 
 
"Sellers" means the current and proposed shareholders of the Target, who are a
party to the Acquisition Agreement; 
 
"Shareholders" holders of Ordinary Shares; 
 
"Target" means PSR Group B.V.; 
 
"uncertificated" or "in uncertificated form" recorded on the register of
members of the Company as being 
 
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST; 
 
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland; 
 
"United States" or "US" the United States of America, its territories and
possessions and the District of Columbia; and 
 
"Vendor Placing Shares" means new Ordinary Shares to be issued and allotted by
the Company pursuant to the terms of the Placing Agreement and the Acquisition
Agreement to persons nominated by N+1 Singer and/or Numis in consideration of
the transfer of the shares of the Target. 
 
This information is provided by RNS
The company news service from the London Stock Exchange