REG - Feedback PLC - Proposed Fundraise & Share Capital Reorganisation
04/11/2024 07:15
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RNS Number : 7818K Feedback PLC 04 November 2024
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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, ACQUIRE OR DISPOSE OF ANY SHARES OR SECURITIES IN ANY
JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER,
SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH
THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED
IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING. THE
DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPENDIX IV OF THIS
ANNOUNCEMENT.
4 November 2024
Feedback plc
("Feedback", or the "Company")
Proposed Placing to raise approximately £5.2 million
Proposed Subscription to raise approximately £70,500
and
Share Capital Reorganisation
Feedback plc, the clinical infrastructure specialist, today announces its
intention to raise approximately £5.2 million through a placing ("Placing")
of New Ordinary Shares by way of an accelerated bookbuild ("Bookbuild") and a
subscription ("Subscription") to raise approximately £70,500 through the
issuance of New Ordinary Shares, at an issue price of 20 pence per New
Ordinary Share (the "Issue Price"), to new and existing institutional and
other investors. The Company also intends to announce a retail offer to
qualifying retail investors in the United Kingdom to raise up to a further £1
million (the "Retail Offer", and together with the Placing and Subscription,
the "Fundraising").
Net proceeds of the Fundraising will primarily be used to (1) drive growth
through the collaboration agreement announced on 19 September 2024 with a
large UK primary care partner. The collaboration provides a potential route to
rapidly roll out Bleepa, leveraging the existing footprint of the partner to
support national engagement. The combined proposition, as a clinical service
rather than a technology sale, would provide access to potential large
recurrent pots of core funding; (2) provide funding to focus on rolling out
Bleepa as a Diagnostic Enhanced Advice and Guidance platform for ICBs under
the ERF to optimise the user journey and drive patient referrals from primary
care; and (3) net proceeds will also provide on-going working capital for the
Group and fund transaction costs.
Certain Directors intend to participate in the Subscription ("Director
Participation"). It is intended that the Director Participation will comprise
approximately £30,500 in aggregate through the issue of 152,500 New Ordinary
Shares at the Issue Price. Further details will be announced as appropriate in
due course. The Subscription is conditional on the Placing.
Furthermore, as the Company is not permitted by law to issue Ordinary Shares
at an issue price which is below their nominal value, currently 50 pence per
Existing Ordinary Share, the Company therefore announces that it is carrying
out a share capital reorganisation of its existing issued ordinary share
capital to subdivide each Existing Ordinary Share into one New Ordinary Share
of one penny and one Deferred Share of 49 pence. The Share Capital
Reorganisation (excluding the impact of the Fundraising) will not impact the
total number of ordinary shares in issue.
The Issue Price represents a discount of approximately 55 per cent. to the
closing mid-market price of 44.5 pence per Existing Ordinary Share on 1
November 2024, being the latest practicable date prior to the publication of
this announcement ("Announcement").
RETAIL OFFER
In addition, the Company intends to offer up to 5,000,000 New Ordinary Shares
at the Issue Price (the "Retail Offer Shares") through the Winterflood Retail
Access platform ("WRAP") to raise up to a further £1 million , to provide
qualifying retail investors in the United Kingdom with an opportunity to
subscribe for New Ordinary Shares. A further announcement will be made by the
Company shortly regarding the Retail Offer and its terms. It is expected that
the Retail Offer will launch today, 4 November 2024, shortly after this
Announcement and will be open for applications up to 4.30 p.m. on 5 November
2024, or such later time and date as the Company, Panmure Liberum and
Winterflood may agree. The result of the Retail Offer is expected to be
announced by the Company on or around 6 November 2024. For the avoidance of
doubt, the Retail Offer is in addition to the Placing and Subscription. There
can be no guarantee that the Retail Offer will be fully subscribed. The Retail
Offer is conditional on the Placing.
HIGHLIGHTS
· Placing to raise gross proceeds of approximately £5.2 million by way
of the Bookbuild which will be launched immediately following this
Announcement in accordance with the terms and conditions set out in Appendix
III of this Announcement.
· Subscription to raise gross proceeds of approximately £70,500
through the issue of an aggregate of 352,500 New Ordinary Shares at the Issue
Price.
· Retail Offer of New Ordinary Shares to qualifying UK retail investors
to raise up to a further £1 million at the Issue Price.
· Subject to the Fundraising and NHS customers contracting on a timely
basis, the Company is targeting EBITDA profitability during 2027.
· The Fundraising is conditional upon, among other things, the
Fundraising Resolutions required to implement the Fundraising being duly
passed by Shareholders at the annual general meeting proposed to be held on 28
November 2024 (the "AGM") and Admission.
· Net proceeds from the Fundraising will primarily be used to:
o drive growth through product development of Bleepa to expand its
functionality for end customers under the collaboration agreement with a
primary care partner which provides a potential route to rapidly roll out
Bleepa and deliver a neighbourhood diagnostic solution and health record to
drive desired changes in the NHS (as described in more detail in Appendix I;
o provide funding to focus on rolling out Bleepa as a Diagnostic Enhanced
Advice and Guidance platform for Integrated Care Boards under the Elective
Recovery Fund, including product development to further optimise the user
journey and drive patient referrals from primary care; and
o provide on-going working capital for the Group for at least 12 months
following Admission and fund transaction costs.
· A circular, containing further details of the Fundraising, the Share
Capital Reorganisation and the notice of AGM (including the Fundraising
Resolutions) (the "Circular"), together with the proxy form, will be posted to
Shareholders in due course and will be made available on the Company's website
at https://feedbackmedical.com/.
In connection with the Placing, Panmure Liberum is acting as nominated
adviser, sole broker and sole bookrunner. The Placing is not being
underwritten in any respect and is not being made available to the public. The
timing of the closing of the Bookbuild and the allocation of Placing Shares to
be issued at the Issue Price is to be determined at the discretion of the
Company and Panmure Liberum. A further announcement confirming final details
of the Placing will be announced as soon as practicable after the closing of
the Bookbuild.
The Fundraising is conditional, inter alia, on the passing of the Fundraising
Resolutions by the Shareholders at the Annual General Meeting to be held at
1.00 p.m. on 28 November 2024 at Temple Chambers, 3-7 Temple Avenue, London,
EC4Y 0DT. The Placing is not conditional on the Subscription or Retail Offer,
but the Subscription and Retail Offer are each conditional upon completion of
the Placing. Should Shareholders not pass the Fundraising Resolutions at the
Annual General Meeting, none of the Placing, the Subscription or the Retail
Offer will proceed.
Should the Fundraising Resolutions not be passed at the Annual General Meeting
and Admission does not occur, the Company will not receive the relevant net
proceeds in respect of the Placing, the Subscription or the Retail Offer and
the Company may not be able to finance the activities referred to in this
Announcement.
Application will be made to the London Stock Exchange for the Placing Shares,
the Subscription Shares and such number of Retail Offer Shares as are
subscribed for to be admitted to trading on AIM. It is anticipated that,
subject to, amongst other things, the approval of the Fundraising Resolutions
at the AGM, Admission of the Fundraising Shares to trading on AIM is expected
to commence at 8.00 a.m. on 29 November 2024. The Fundraising Shares, when
issued, will be fully paid and will (following the Share Capital
Reorganisation) rank pari passu in all respects with the rest of the Company's
ordinary share capital.
Set out below in Appendix I is an adapted extract from the draft Circular that
is proposed to be sent to Shareholders after the closure of the Bookbuild and
which provides further information on the Company and the Fundraising.
Capitalised terms used in this Announcement (including the appendices) have
the meanings given to them in Appendix IV to this Announcement, unless the
context provides otherwise. The expected timetable of the principal events is
set out in Appendix II.
Enquiries:
Feedback plc +44 (0) 20 3997 7634
Tom Oakley, CEO IR@fbk.com
Anesh Patel, CFO
Panmure Liberum Limited (NOMAD, Sole Broker, Sole Bookrunner) +44 (0)20 7886 2500
Emma Earl /Mark Rogers (Corporate Finance)
Rupert Dearden (Corporate Broking)
Walbrook PR Ltd; Tel: 020 7933 8780 or feedbackplc@walbrookpr.com
Nick Rome/Joe Walker 07748 325 236 or 07407 020 470
About Feedback
Feedback plc helps clinical teams to make better decisions faster for
patients. We design products that enhance clinician access to patient data and
to their colleagues. Our unique approach centres around individual patient
episodes, into which we pull relevant clinical data from hospital systems and
around which we build remote clinical teams for collaboration. As a result, we
produce a digital infrastructure that makes patient data available to
clinicians in multiple settings, in a format that enables them to meaningfully
interact with it, providing flexibility to clinicians and free movement of
patients between provider settings - clinicians can practice from anywhere and
patients can attend any care provider for treatment, with greater connectivity
across organisations.
Our products Bleepa® and CareLocker® work together to deliver unparalleled
value to our customers. Bleepa® is our application layer and sits on top of
CareLocker® as our data layer. Bleepa® is a clinician facing platform that
displays clinical results from a patient's CareLocker® at a certified and
regulated quality, that is suitable for clinical use and enables dialogue on a
patient-by-patient basis with colleagues through a secure, auditable chat
interface that links back to the patient medical record. The CareLocker® data
storage model is built around the patient. Our vision is one where relevant
clinical data is always available to the patient as well as to any care
setting that they may attend - a federated data architecture with the patient
as the tenant.
The Company has a number of growth opportunities domestically and
internationally across a range of markets including the NHS and private
healthcare providers and its highly scalable Software as a Service
("SaaS")-based model is expected to provide increasing levels of revenue
visibility as the Company grows its customer base.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") AND THE TERMS AND CONDITIONS SET
OUT HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM
ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA,
CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.
This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which such
release, publication or distribution would be unlawful. The securities
referred to herein have not been and will not be registered under the
securities laws of Australia, Canada, the Republic of South Africa, Japan or
any state, province or territory thereof or any other jurisdiction outside the
United Kingdom, except pursuant to an applicable exemption from the
registration requirements and in compliance with any applicable securities
laws of any state, province or other jurisdiction of Australia, Canada, the
Republic of South Africa or Japan (as the case may be).
No public offering of the Placing Shares is being made in Australia, Canada,
the Republic of South Africa, Japan or elsewhere.
No action has been taken by the Company or Panmure Liberum, their affiliates,
or any of their respective directors, officers, partners, employees, advisers,
consultants and/or agents (collectively, "Representatives") that would permit
an offer of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such Placing Shares
in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing any part of
this Announcement must satisfy themselves that it is lawful to do so.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such prospectus is required to be published.
Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company and Panmure Liberum expressly disclaims any
obligation or undertaking to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
Panmure Liberum, which is authorised and regulated in the United Kingdom by
the FCA, is acting as nominated adviser and sole bookrunner to the Company in
connection with the Placing and Admission and to no-one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in relation to the Placing
or Admission or any other matter referred to in this Announcement. Panmure
Liberum's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director of the Company or to any other
person in respect of any decision to acquire shares in the Company in reliance
on any part of this Announcement.
Neither Panmure Liberum or its affiliates, nor any of their respective
Representatives, accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to this
Announcement, including the truth, accuracy or completeness of the information
in this Announcement (or whether any information has been omitted from the
Announcement) or for any loss howsoever arising from any use of the
Announcement or its contents. Panmure Liberum, their affiliates and their
Representatives, accordingly disclaim all and any liability whether arising in
tort, contract or otherwise which they might otherwise have in respect of this
Announcement or its contents or otherwise arising in connection therewith.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
INFORMATION TO DISTRIBUTORS
UK product governance
Solely for the purposes of the product governance requirements contained
within of 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 have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria 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 (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) 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 Liberum 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 Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, 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 Liberum will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I
1. BACKGROUND TO AND REASONS FOR THE FUNDRAISING
a) Introduction
Feedback liberates the data and knowledge from multiple healthcare IT systems
and delivers better workflow to enable clinicians to communicate, collaborate
and provide the best healthcare for their patients. It connects care settings
with diagnostic and other relevant data to drive better, faster, safer
decisions that improve outcomes for patients.
By linking different clinical systems together into a seamless view of the
patient, it can streamline patient pathways and deliver a digital health and
diagnostics record across multiple care providers.
Feedback is focused on commercialising its range of proprietary products:
· Bleepa, a communication and collaboration platform that displays
clinical results at a certified and regulated quality, enabling
multi-disciplinary team working and diagnostic-enhanced advice and guidance.
It enables dialogue on a patient-by-patient basis with colleagues through a
secure, auditable chat interface that links back to the patient medical
record;
· CareLocker, a patient-facing platform that gives patients access and
control over their diagnostic and other clinical data; and
· Feedback Connect (formerly Bleepa Box), a specialist tool to enable
image transfer from remote settings to the Bleepa platform.
The Company's products incorporate a diagnostic medical image display that
conforms with the required standards stipulated for clinical use, as certified
by the UKCA mark. Under the prevailing legislation it is a legal requirement
that products used to display digital patient images (such as photos, X-rays,
CT scans and MRIs) for a diagnostic purpose are appropriately certified as
medical devices. The Directors believe that Bleepa is currently the only
commercial clinical communication platform to be certified as a medical device
that is capable of displaying digital patient images at a quality suitable for
clinical review.
The Company's technologies are currently in use in a number of UK NHS Trusts.
The Directors believe that there are very significant commercialisation and
expansion opportunities both within these existing markets and also in other
healthcare settings. The Directors believe there is an estimated total
addressable market for Bleepa (including Feedback Connect) and CareLocker in
core target markets of approximately £10 billion.
Unlike generic communication platforms, Feedback's technology is
patient-centric; designed to facilitate communication around a specific
patient's clinical pathway and allowing centralisation of information. The
Company's products are designed to be compliant with information governance
and clinical safety standards, whilst also mirroring how clinical care is
delivered - to individual patients. The patient-centric technology
architecture also enables Feedback's products to link to other clinical
systems and enables integration of user generated content into an individual
patient's medical record.
The Directors believe the Company's products could be an essential element to
facilitate the digital transformation of healthcare, a key priority for the
NHS as outlined by recent statement from Wes Streeting (Secretary of State for
Health and Social Care) in addition to the "Independent Investigation of NHS
in England" published by Lord Darzi, the Tony Blair Institute and the
All-Party Parliamentary Group for Diagnostics report, as outlined below.
The Directors believe the recent collaboration agreement with a large UK
primary care record provider, as announced on 19 September 2024, will provide
a potential route to rapidly roll out Bleepa and assist the NHS to develop a
nationwide Neighbourhood Diagnostic Solution utilising the partner's existing
infrastructure and Feedback's scalable technology pathway. The Company
anticipates commencing a pilot study with its partner for the Neighbourhood
Diagnostic Solution with an NHS Trust in the fourth quarter of 2024.
Additionally, the Directors believe that the recent confirmation that the
Diagnostic Enhanced Advice and Guidance diversions achieved through the Bleepa
platform are eligible for reimbursement under the ERF provides a credible
route to scale through contracting opportunities.
b) Product Portfolio
Bleepa:
Bleepa is a unique clinical communication platform in the UK using
asynchronous communication channels built around individual patient pathways
which allows medical staff to securely view and discuss high quality medical
grade images across both mobile and desktop devices as well as manage patient
pathways and workflow. The platform allows clinicians to review patient
imaging and reports with access to picture archiving and communication systems
("PACS") and discuss cases collaboratively with colleagues on the go through
the integrated messenger application.
Bleepa operates a SaaS model of recurring revenues. Prices vary between NHS
and private sector offerings but typically follow a fixed price per user per
year (subject to a minimum number of users) or a price per patient episode
(subject to a minimum number of patient episodes), both on a recurring annual
contract basis.
The Company licences Bleepa directly to customers, providing cloud hosting
unless the customer wishes to host the service directly (on-premises), in
which case the Company installs the system locally at the customer site.
Feedback provides direct deployment and integration support to facilitate a
smooth set up of the product and supports the customer with user training and
onboarding where required (customers typically deliver this themselves using
Feedback's standard training and user manuals as part of their business as
usual processes). Feedback's product support team provides ongoing customer
support for the duration of the product licence, which typically does not
include user management such as login requests which are managed locally by
the customer.
Key features of Bleepa:
· Creates a common view of a patient's data, securely accessible from
any location with an internet connection.
· Provides an asynchronous collaboration environment that allows
clinicians to contribute to cases in and around other clinical work, at a time
that is convenient for them.
· Bridges the gap between care settings enabling seamless clinical
pathway delivery between primary care, secondary care and the community.
· The Directors believe Bleepa is the only communication and workflow
tool to be certified as a medical device for clinical image display.
· Dashboard view gives oversight of any patient on any Bleepa care
pathway.
What this means for care:
· Clinicians can review and discuss cases at any time, from any place
with an internet connection; giving greater flexibility and boosting capacity
to manage growing caseloads.
· Patients can be reviewed outside of traditional clinical and meeting
structures, allowing decisions to be made more rapidly, accelerating their
journey.
· Providers are able to run coordinated patient pathways between any
care setting with fewer clinicians, whilst ensuring clinical oversight and
appropriate use of diagnostic resources.
· Providers can see where all their patients are in a care pathway, at
any time and across all care settings. Auditable capture of all clinical
discussions.
· Providers can conform with the CQC requirement for a single
contemporaneous record, as well as complying with GDPR/MDD regulatory
requirements.
· Providers can avoid GDPR data breach fines from the Information
Commissioner's Office for using WhatsApp.
Key benefits are:
· Saves time:
o 63% reduction in patient wait times compared to national 18-week referral
to treatment target. 1
o 45% reduction in patient wait times from referral to diagnostic test,
compared to the national target. (1)
o 87% reduction in clinical response time. 2
o 74% reduction in time from submission of a referral to first review.(2)
· Reduces costs(1):
o Estimated 88% reduction in outpatient appointment requirement which could
save an estimated £295 per patient episode.
o Reduction in staff requirements and associated costs - ability to manage a
regional / national caseload with a smaller pool of specialists in a timely
way.
o Reduction in carbon footprint - deliver greener services with the
Company's cloud architecture.
CareLocker:
CareLocker is a patient-facing platform that gives patients access and control
over their diagnostic and other clinical data.
Key features of CareLocker:
· Provides secure, easy-to-use management of patient's imaging from the
convenience of their own mobile.
· Can be 'white labelled' with the branding of the purchaser, or it can
be integrated within other health and lifestyle apps for a seamless user
experience.
· Patient centric cloud architecture that bridges care settings and
follows the patient across provider sites with better scalability, security
and auditability.
Key benefits are:
· Common view: brings data from different care settings into one place.
· Secure storage: patient data can be stored in individual 'lockers'
meaning it is more secure, limiting the risks of cyber security incidents.
· Patient empowerment: patients can access and add data related to
their ongoing care from their own device.
· Clinician access: patients can invite clinicians to view their
healthcare information in the app.
Feedback Connect:
Feedback Connect (formerly BleepaBox) enables imaging-led, point-of-care
decision making in previously unreachable or disconnected areas, such as
community or rural locations, where remote analysis is needed. It enables
smoother transfer of images and other data over a mobile network from
anywhere, speeding up access to the information for clinicians and faster
treatment decisions for patients.
Key features of Feedback Connect:
· Matches medical images and other data directly to patients.
· Transfers DICOM studies and medical images with a secure,
encrypted connection.
· A virtual private network (VPN) connection is not required.
· Shares images with a 3G/4G/5G wireless connection.
· Takes jpg images and creates DICOM compatible files to add to
PACS.
c) Market Opportunities
Healthcare is a complex market globally, with multiple stakeholders both
within and across multiple discrete provider settings, each with different
procurement and funding processes. The Company's key market is the UK,
particularly the NHS, which can be divided into the following customer groups:
The new UK government, elected in July 2024, is seeking to deliver a renewed
focus and increased momentum towards transforming the NHS, a key objective
being to deliver a reduction in waiting lists. The recent publication of the
"Independent Investigation of the NHS in England" by Lord Darzi highlights a
need for rapid change. Of the seven themes of how to repair the NHS, three
could be addressed by building a more integrated technological platform: the
delivery of a "neighbourhood NHS", the "tilt towards technology" and "driving
productivity in hospitals". These themes, in particular the use of technology,
were also drawn out in the August 2024 report by the Tony Blair Institute for
Global Change "Preparing the NHS for the AI Era:" (the "Tony Blair Institute
Report").
Wes Streeting, the new Secretary of State for Health and Social Care, has
called for a "Neighbourhood Health Service" stating his belief that the NHS
must move its focus "from hospital to community", "analogue to digital" and
"sickness to prevention". Additionally, the Tony Blair Institute Report also
laid out the case for a single care record and recommends that this is built
out from the current primary care record. Feedback now has an MVP with a
prif3mary record partner to be able to deliver a neighbourhood diagnostic
solution and health record which could help to drive the desired changes in
the NHS.
The Directors believe Feedback is well placed to address some of the
challenges facing the NHS, providing a scalable platform to transform patient
care pathways and the way in which clinicians communicate. As illustrated
through the data generated as part of its pilot studies with the Queen
Victoria Hospital NHS Foundation Trust, Feedback has demonstrated the
potential significant costs benefits to the NHS and ultimately driving a
reduction in waitlists through more efficient referrals, reduced amount of
time required by staff and shorter lengths of stay for patients. Bleepa was
featured in the All-Party Parliamentary Group for Diagnostics report in
January 2024 as a key programme delivering impact under the Community
Diagnostics Programme, which opened national team dialogue.
Collaboration agreement with a provider of primary care solutions
On 19 September 2024, the Company announced it had signed a collaboration
agreement with a provider of primary care solutions to explore the
opportunities for a novel "Neighbourhood Diagnostics Solution" that combines
the partner's technology and Bleepa aiming to streamline NHS diagnostic and
pathway referrals between primary care, CDCs and secondary care. The solution
is expected to enable some diagnostic procedures to be referred into community
settings such as pharmacy or other diagnostic facilities, enhancing diagnostic
capacity to support NHS waitlist recovery.
The parties intend to pilot the solution, before pursuing broader national
opportunities if the pilot proves successful, to demonstrate an expected
reduction in outpatient appointment requirement through the combined platform,
further reduction in patient wait times through an optimised GP referral
process and also the ability to scale the solution at pace to multiple GP
practices simultaneously. The Company anticipates that it will enter into a
memorandum of understanding with its partner and an NHS trust to pilot the
Neighbourhood Diagnostic Solution during the fourth quarter of 2024.
The collaboration provides a potential route to rapidly scale the Bleepa
solution and pathway approach, following a successful pilot, leveraging the
existing footprint of the partner who also brings a strong balance sheet and
large workforce to support national engagement. The combined proposition, as a
clinical service rather than a technology sale, would provide access to
potential large recurrent pots of core funding. The technology is a component
of the clinical services contract. This increases the length of potential
contracts and lifetime value
The Company estimates that over 190 million diagnostic investigations per year
could be redirected to a pharmacy setting. If taken to a national scale, this
opportunity could represent an estimated TAM of £382 million annually (of
which Feedback's share of the TAM is estimated as £191 million per annum 3 )
with further opportunities for potential international expansion. Commercial
revenue from this potential opportunity remains subject to, inter alia,
successful pilots and commercial agreement between the parties.
Bleepa as a DEAG tool supported by the ERF
On 16 October 2024, the Company announced that the Diagnostic Enhanced Advice
and Guidance diversions achieved through the Bleepa platform are now eligible
for reimbursement under the ERF. This funding mechanism allows any ICB or
hospital in England to immediately utilise this funding to reimburse
expenditure on the Bleepa technology. The ERF is a revenue-based payment
mechanism designed to incentivise NHS organisations to reduce waitlists.
The ERF reimbursement model offers a single payment of £206 per diversion
from traditional outpatient appointments through the DEAG pathway facilitated
by Bleepa. There are no limitations on the number of patients or pathways that
are eligible under the funding mechanism, the more activity delivered and
diversions achieved the more an ICB will be reimbursed. Based on existing
programmes at Queen Victoria Hospital NHS Foundation Trust, the Company
estimates up to 90 per cent. of referrals could be diverted using the DEAG
approach, resulting in material efficiencies and patient benefits, including
an estimated 63 per cent. reduction in wait times.
To rapidly scale this solution, the Company has formed a strategic partnership
with Moorhouse Consulting ("Moorhouse") as its implementation partner.
Feedback has already undertaken a roadshow of NHS ICBs, generating interest in
the Bleepa DEAG approach. With ERF reimbursement, the Company anticipates
converting a number of these ICBs into customer contracts. Based on expected
patient volumes once fully rolled out, the Company believes that an indicative
contract could generate over approximately £2 million per annum for
Feedback under the ERF mechanism per ICB (assuming 66,000 patients per annum
and that ERF rolls forward on an un-capped basis annually). Unlocking ERF is
expected to significantly improve customer access to Bleepa as it aligns with
service-based reimbursement, potentially providing greater funding security
and recurring revenue opportunities for the Company. ERF currently runs until
31 March 2025, but the Company believes, following central NHS conversations,
that the funding may be renewed in subsequent financial years to continue to
support waitlist reduction.
Opportunities outside the NHS
The Company's technologies address clinical pain points that are felt around
the world, namely growing wait lists, staff shortages and spiralling costs. In
combination Bleepa and CareLocker help the Company's customers do more with
less, ultimately accelerating patient care through the power of collaboration
and good quality access to data in a way that increases the flexibility of
staff location and availability.
Although the UK is the Company's domestic market and main focus, the Company
is pursuing opportunities for its technologies in India and there are further
markets, such as the USA, that could hold significant possibilities for growth
through replication of the value-based care models that the Company's
technologies have enabled in the UK.
The Company's primary focus is currently within the UK and securing contracts
with the NHS as described above. As such the Company does not plan to incur
significant costs in relation to international expansion above the de minimis
recurring costs until such time as the Company is generating meaningful
revenue from UK contracts or has access to additional funding.
Figure 1: Taken together across its core markets, Feedback estimate the total
addressable market to be approximately £10 billion.
d) Reasons for the Fundraising
As outlined above, the Directors believe that Feedback has multiple
opportunities for revenue growth and value creation for Shareholders across
its products and is strategically well placed to capitalise on the renewed
political focus to transform the NHS. In order to deliver the growth
opportunities, the Group is intending to raise approximately £5.2 million
through the Placing and £70,500 through the Subscription in order to provide
a sound financial platform allowing Feedback to develop its products, deliver
pilots and increase sales opportunities.
e) Financial results
The Company has also announced today its audited results for the year ended 31
May 2024. A copy of the annual report is available on the Company's website at
https://feedbackmedical.com/resources/resource-hub/.
2. USE OF PROCEEDS
It is intended that the net proceeds of the Fundraising will principally be
used to:
1. drive growth through product development of Bleepa to expand its
functionality for end customers under the collaboration agreement with a
primary care partner which provides a potential route to rapidly roll out
Bleepa and deliver a neighbourhood diagnostic solution and health record to
drive the desired changes in the NHS as described above;
2. provide funding to focus on rolling out Bleepa as a Diagnostic
Enhanced Advice and Guidance platform for ICBs under the ERF, including
product development to further optimise the user journey and drive patient
referrals from primary care; and
3. provide on-going working capital for the Group for at least 12 months
following Admission and fund transaction costs.
It is intended that the net proceeds of the Retail Offer will be used to
provide general working capital and balance sheet strength.
Funding is intended to deliver scale-up and balance sheet strength, targeting
EBITDA profitability in 2027, albeit dependant on NHS customers contracting on
a timely basis.
3. BACKGROUND TO AND REASONS FOR THE SHARE CAPITAL REORGANISATION
Under the Act, a company is unable to issue shares at a subscription price
which is less than the nominal value of shares of the same class. This means
that, as the nominal value of the Existing Ordinary Shares is currently 50
pence, the Company could not issue further Existing Ordinary Shares at the
Issue Price without a sub-division of the Existing Ordinary Shares. The Board,
therefore, has concluded that it is essential to implement the Share Capital
Reorganisation in order for the nominal value of the New Ordinary Shares to
become lower than the Issue Price, so that the Company can proceed with the
Fundraising. The Share Capital Reorganisation is conditional upon completion
of the Fundraising.
Accordingly, it is proposed to sub-divide each Existing Ordinary Share into
one New Ordinary Share of one penny (one penny being the proposed new nominal
value per share) and one Deferred Share of 49 pence.
The New Ordinary Shares will, in all material respects, have the same rights
(including rights as to voting, dividends and return of capital) as the
Existing Ordinary Shares, save for their nominal value. The New Ordinary
Shares will be traded on AIM in the same way as the Existing Ordinary Shares,
with the exception of the difference in nominal value. The nominal value of
shares already held in CREST will be updated at approximately 8.00 a.m. on 29
November 2024.
The rights attached to the Deferred Shares will be set out in the Articles (as
per Resolution 2 in the Notice of Annual General Meeting). The Deferred Shares
will have little or no economic value as they will not carry any rights to
vote or dividend rights, nor (realistically) have any entitlement to a share
of assets on a return of capital or on a winding up of the Company. The
Company does not intend to make any application for the Deferred Shares to be
admitted to trading on AIM or any other public market. The Deferred Shares
will not be transferable without the prior written consent of the Company. No
share certificates will be issued in respect of the Deferred Shares. The Board
may further appoint any person to act on behalf of all the holders of the
Deferred Shares to transfer all such shares to the Company in accordance with
the terms of the Act.
The Company does not intend to issue new share certificates to the holders of
the New Ordinary Shares following the Share Capital Reorganisation. Existing
share certificates will remain valid for the same number of shares but with a
different nominal value of one penny per New Ordinary Share. Following the
Share Capital Reorganisation should you wish to receive an updated share
certificate please contact the Registrars at the address set out in this
document.
Holders of options over Existing Ordinary Shares will maintain the same rights
as currently accruing to them and will not be issued with new option
certificates.
By effecting the Share Capital Reorganisation, the total nominal value of the
issued share capital of the Company will remain the same, with New Ordinary
Shares having a nominal value of one penny each plus Deferred Shares having a
nominal value of 49 pence each. The Share Capital Reorganisation is
conditional upon, and effected by, the approval of Resolutions 1 and 2 at the
Annual General Meeting as required by the Act and the Articles. If Resolutions
1 to 4 are passed, the Share Capital Reorganisation will become effective at
approximately 8.00 a.m. on 29 November 2024.
Please note that the Fundraising cannot take place unless the Share Capital
Reorganisation is approved. Accordingly, if the Share Capital Reorganisation
Resolutions are not approved by Shareholders at the Annual General Meeting,
the Fundraising will not proceed, and the Company will not be able to receive
the new funds from investors in order to develop its business in the manner
otherwise contemplated in this announcement.
4. DETAILS OF THE FUNDRAISING
The Company is proposing to raise approximately £5.2 million (before
expenses) through a Placing and £70,500 through a Subscription to new and
existing institutional and other investors at the Issue Price. In addition to
the Placing and Subscription, the Company intends to launch a Retail Offer to
raise up to a further £1 million (before expenses) pursuant to
which qualifying retail investors in the UK will have the opportunity to
subscribe for New Ordinary Shares at the Issue Price.
Certain Directors of the Company intend to participate in the Subscription. It
is intended that the Director Participation will comprise approximately
£30,500 in aggregate through the issue of 152,500 New Ordinary Shares at the
Issue Price. Further details will be announced as appropriate in due course.
The Fundraising is not being underwritten and is conditional, inter alia,
upon:
a) the passing of the Fundraising Resolutions;
b) the Placing Agreement becoming unconditional in all respects (other
than Admission) and not having been terminated in accordance with its terms;
and
c) Admission occurring by no later than 8.00 a.m. on 29 November 2024
(or such later time and/or date as the Company, Panmure Liberum may agree, not
being later than 31 December 2024).
The Placing is not conditional upon the completion of the Subscription or the
Retail Offer but is conditional upon the Share Capital Reorganisation.
Completion of the Subscription and the Retail Offer are conditional, inter
alia, upon completion of the Share Capital Reorganisation and the Placing.
Accordingly, if any of the conditions are not satisfied or waived (where
capable of waiver), the Fundraising will not proceed, the Fundraising Shares
will not be issued and all monies received by Panmure Liberum, the WRAP
Platform or the Company (as the case may be) will be returned to the
applicants (at the applicants' risk and without interest) as soon as possible
thereafter.
The Directors believe that the New Ordinary Shares to be issued pursuant to
the Placing, Subscription and Retail Offer will rank as 'eligible shares' for
the purposes of EIS and will be capable of being a "qualifying holding" for
the purposes of investment by VCTs. Further details as regards EIS and VCT
reliefs are set out in the Circular.
Details of the Placing
Under the terms of the Placing Agreement, Panmure Liberum has agreed to use
its reasonable endeavours to procure subscribers for the Placing Shares at the
Issue Price. The Placing Agreement contains certain customary warranties and
indemnities from the Company in favour of Panmure Liberum. Panmure Liberum may
terminate the Placing Agreement in certain circumstances. The Placing is not
underwritten and is conditional on the Share Capital Reorganisation and
Admission. The terms and conditions of the Placing are set out in Appendix III
of this Announcement.
Subscription
Certain Directors of the Company and certain other existing Shareholders
intend to subscribe for in aggregate 352,500 Subscription Shares at the Issue
Price to raise gross proceeds of approximately £70,500. The Subscription is
not underwritten and is conditional on the Share Capital Reorganisation,
Admission and completion of the Placing.
If the conditions for the Subscription are not satisfied or waived (where
capable of waiver), the Subscription will lapse and the Subscription Shares
will not be allotted and issued and no monies will be received by the Company
pursuant to the Subscription.
The Subscription Shares will, when issued and fully paid, rank pari passu in
all respects with the other New Ordinary Shares then in issue, including the
right to receive all dividends and other distributions declared, made or paid
after the date of Admission.
5. EIS AND VCT
On issue, the Fundraising Shares will not be treated as either "listed" or
"quoted" securities for the purposes of the enterprise investment scheme (EIS)
or the venture capital trust (VCT) regime. Provided that the Company remains
one which does not have any of its shares quoted on a recognised stock
exchange (which for these purposes does not include AIM), the Fundraising
Shares should continue to be treated as unquoted securities in the same way as
the Existing Ordinary Shares.
The Board believes that the Fundraising Shares will rank as 'eligible shares'
for the purposes of EIS and will be capable of being a 'qualifying holding'
for the purposes of investment by VCTs.
The Company has received EIS advance assurance from HMRC.
As the rules governing EIS and VCT reliefs are complex and interrelated with
other legislation, if Shareholders and potential shareholders are in any doubt
as to their tax position, require more detailed information than the general
outline above, or are subject to tax in a jurisdiction other than the United
Kingdom, they should consult their own independent professional financial
adviser.
5. DIRECTORS' RECOMMENDATION
The Directors consider the Fundraising to be in the best interests of the
Company and Shareholders as a whole. The Directors also consider the passing
of the Resolutions (including the Fundraising Resolutions) to be in the best
interests of the Company and the Shareholders as a whole. Accordingly, the
Directors recommend unanimously that Shareholders vote in favour of the
Resolutions (including the Fundraising Resolutions) to be proposed at the
Annual General Meeting, as they intend to do in respect of their own
shareholdings, which total 118,148 Existing Ordinary Shares (representing
approximately 0.89 per cent. of the Existing Ordinary Shares).
APPENDIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Timing
Announcement of financial results for the 12 months ended 31 May 2024 4 November 2024
This Announcement 4 November 2024
4 November 2024
Announcement of the Retail Offer
Announcement of the results of the Placing and Subscription 4 November 2024
Publication of the Circular (including Notice of Annual General Meeting) and 5 November 2024
Forms of Proxy
Announcement of the results of the Retail Offer 6 November 2024
Latest time and date for receipt of Forms of Proxy and electronic appointments 1.00 p.m. on 26 November 2024
of proxies via CREST
Annual General Meeting 1.00 p.m. on 28 November 2024
Announcement of the results of the Annual General Meeting 28 November 2024
Share Capital Reorganisation Record Date 6.00 p.m. 28 November 2024
Admission and commencement of dealings in the Fundraising Shares 8.00 a.m. on 29 November 2024
Fundraising Shares in uncertificated form expected to be credited to accounts As soon as possible after 8.00 a.m. on 29 November
in CREST
Despatch of definitive share certificates for the Fundraising Shares in Within 10 Business Days of
Certificated form
Admission
If any of the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means of an
announcement through a Regulatory Information Service.
Certain of the events in the above timetable are conditional upon, inter alia,
the approval of the Fundraising Resolutions to be proposed at the Annual
General Meeting.
All references to time and dates in this Announcement are to time and dates in
London.
APPENDIX III
TERMS AND CONDITIONS OF THE PLACING
INTRODUCTION
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN AN EU MEMBER STATE WHO ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("EU QUALIFIED
INVESTORS"); OR (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS
("UK QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK
PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION")WHO ALSO (I)
FALL WITHIN THE DEFINITION OF 'INVESTMENT PROFESSIONAL' IN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
("FINANCIAL PROMOTION ORDER"), OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE FINANCIAL
PROMOTION ORDER; OR (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS
RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) ("SECURITIES ACT")
OR, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR NEW ZEALAND ("RESTRICTED JURISDICTIONS") OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. NO PUBLIC OFFERING
IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE
PRICE OF THE PLACING SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY)
MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT
INVESTED ON DISPOSAL OF THE PLACING SHARES.
Placees will be deemed to have read and understood this announcement and these
terms and conditions in their entirety and to be making any offer to
participate in the Placing on these terms and conditions and to be providing
the representations, warranties, acknowledgements, and undertakings contained
in this Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business
2. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation, (i) the Placing Shares acquired by it have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the EEA or the UK other than EU Qualified
Investors under Article 2(e) the EU Prospectus Regulation, or UK Qualified
Investors or in circumstances in which the prior consent of Panmure Liberum
has been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any Member State of the EEA or the UK
other than EU Qualified Investors or UK Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus Regulation as
having been made to such persons; and/or
3. (1) it is not a U.S. Person, (2) it is not located in the United States,
and (3) it is not acquiring the Placing Shares for the account or benefit of a
U.S. Person.
The Company and Panmure Liberum will rely upon the truth and accuracy of the
foregoing representations, acknowledgements and agreements. Panmure Liberum
does not make any representation to any Placee regarding an investment in the
Placing Shares referred to in this Announcement (including this Appendix).
This Announcement (including this Appendix) does not constitute an offer and
may not be used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction in which such offer or solicitation is or may be unlawful. This
Announcement (including this Appendix) and the information contained herein is
not for publication or distribution, directly or indirectly, to persons in the
United States, the Restricted Jurisdictions or in any jurisdiction in which
such publication or distribution is unlawful. Persons who come into possession
of this Announcement are required by the Company to inform themselves about
and to observe any restrictions of transfer of this Announcement. No public
offer of securities of the Company under the Placing is being made in the
United Kingdom, the United States or any Restricted Jurisdiction.
In particular, the Placing Shares referred to in this announcement have not
been and will not be registered under the Securities Act or under any laws of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in the United States or to,
or for the account or benefit of, U.S. Persons, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction in the United States, and
under circumstances that would not result in the Company being in violation of
the U.S. Investment Company Act. The Placing Shares are only being offered and
sold outside the United States in offshore transactions to persons who are not
U.S. Persons in accordance with Regulation S under the Securities Act or
within the United States to a limited number of investors reasonably believed
to be "qualified institutional buyers" ("QIBS") as defined in rule 144a under
the US Securities Act pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and the Placing
Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of any
of the Restricted Jurisdiction. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
Restricted Jurisdiction or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the announcement of which it forms part should seek appropriate advice before
taking any action. Persons into whose possession this Appendix or the
announcement comes are required by each of the Company and Panmure Liberum to
inform themselves about, and to observe, any such restrictions.
DETAILS OF THE PLACING AGREEMENT
Panmure Liberum has entered into the Placing Agreement with the Company under
which Panmure Liberum has, on the terms and subject to the conditions set out
therein, undertaken to use its reasonable endeavours to procure, as agent for
the Company, subscribers for the Placing Shares at the Issue Price. The
Placing is not being underwritten by Panmure Liberum or any other person nor
is any part of the Placing subject to clawback from the Retail Offer or
conditional on the Retail Offer or the Subscription.
The Placing Agreement contains customary warranties given by the Company to
Panmure Liberum as to matters relating to the Company and its business and a
customary indemnity given by the Company to Panmure Liberum in respect of
liabilities arising out of, or in connection with, the Placing.
Panmure Liberum (after consultation with the Company) reserves the right to
scale back the number of Placing Shares to be subscribed by any Placee in the
event of applications in excess of the target amount under the Placing. The
Company and Panmure Liberum also reserve the right not to accept offers to
subscribe for Placing Shares or to accept such offer in part rather than in
whole. Panmure Liberum shall be entitled to effect the Placing by such method
as it shall in its sole discretion determine. To the fullest extent
permissible by law, neither Panmure Liberum nor any holding company of Panmure
Liberum nor any subsidiary branch or affiliate of Panmure Liberum (each an
affiliate) nor any person acting on behalf of any of the foregoing shall have
any liability to the Placees (or to any other person whether acting on behalf
of a Placee or otherwise). In particular, neither Panmure Liberum, nor any
affiliate thereof nor any person acting on their behalf shall have any
liability to Placees in respect of their conduct of the Bookbuild or the
Placing.
Each Placee's obligations will be owed to the Company and to Panmure Liberum.
Following the confirmation referred to below in the paragraph entitled
"Participation in, and principal terms of, the Placing", each Placee will also
have an immediate, separate, irrevocable and binding obligation, owed to
Panmure Liberum, to pay to Panmure Liberum (or as Panmure Liberum may direct)
in cleared funds an amount equal to the product of the Issue Price and the
number of Placing Shares which such Placees has agreed to acquire.
Each Placee and any person acting on behalf of such Placee agrees to indemnify
on demand and hold each of Panmure Liberum and the Company, and their
respective affiliates harmless from any costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the acknowledgments, undertakings, representations,
warranties and agreements set forth in these terms and conditions and any
contract note.
The Placing is also conditional upon the Placing Agreement becoming
unconditional and not being terminated in accordance with its terms. Further
details of conditions in relation to the Placing are set out below in the
paragraph entitled "Conditions of the Placing".
To the fullest extent permitted by law, each Placee acknowledges and agrees
that it will not be entitled to exercise any remedy of rescission at any time.
This does not affect any other rights the Placee may have.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the London Stock Exchange for Admission. It is
expected that settlement of the Placing Shares and Admission will become
effective on or around 8.00 a.m. on 29 November 2024 and that dealings in the
Placing Shares will commence at that time.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable and binding obligation to pay the
Issue Price in cleared funds for the number of Placing Shares duly allocated
to the Placee under the Placing in the manner and by the time directed by
Panmure Liberum. If any Placee fails to pay as so directed and/or by the time
directed, the relevant Placee's application for Placing Shares shall at
Panmure Liberum's discretion either be rejected or accepted in which case the
paragraph below entitled "Registration and Settlement" shall apply to such
application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Panmure Liberum (whether through itself or any of its affiliates) is arranging
the Placing as placing agent of the Company and using its reasonable
endeavours to procure Placees at the Issue Price for the Placing Shares.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by Panmure Liberum. Panmure
Liberum and its affiliates may participate in the Placing as principal.
By participating in the Placing, Placees will be deemed to have read and
understood this Announcement, including this Appendix, in its entirety and to
be participating and making an offer for Placing Shares on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, agreements and undertakings contained in this Appendix.
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The number of Placing Shares to be issued, and the extent of each Placee's
participation in the Placing (which will not necessarily be the same for each
Placee), will be agreed by Panmure Liberum, (following consultation with the
Company) following completion of the bookbuilding process in respect of the
Placing (the "Bookbuild"). No element of the Placing will be underwritten. The
aggregate number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuild.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or by email with Panmure Liberum as agent of the
Company. Each Placee's allocation will be confirmed to Placees orally or by
email by Panmure Liberum, and a contract note will be dispatched as soon as
possible thereafter. The oral or email confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of Panmure Liberum and the
Company, under which it agrees to acquire the number of Placing Shares
allocated to it at the Issue Price on the terms and conditions set out in this
Appendix and in accordance with the articles of association of the Company.
Except as required by law or regulation, no press release or other
announcement will be made by Panmure Liberum or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made on the basis explained
below under the paragraph entitled "Registration and Settlement".
All obligations under the Placing will be subject to fulfilment or (where
applicable) waiver of, amongst other things, the conditions referred to below
and to the Placing not being terminated on the basis referred to below.
By participating in the Placing, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
To the fullest extent permissible by law, neither Panmure Liberum nor any of
its respective affiliates, agents, directors, officers or employees
("Representatives") shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise under these terms and
conditions). In particular, none of the Company, Panmure Liberum or any of its
respective Representatives shall have any liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of Panmure
Liberum's conduct of the Placing. Each Placee acknowledges and agrees that the
Company is responsible for the issue of the Placing Shares to the Placees and
Panmure Liberum shall have no liability to the Placees for the failure of the
Company to fulfil those obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
Panmure Liberum 's obligations under the Placing Agreement in respect of the
Placing Shares are conditional on, inter alia:
1. the Company allotting, subject only to Admission, the Placing Shares in
accordance with the Placing Agreement;
2. the Company having complied with its obligations under the Placing
Agreement;
3. the passing of the Fundraising Resolutions (including those to facilitate
the Share Capital Reorganisation) to be proposed at the annual general meeting
of the Company to be held on or around 28 November 2024, or any adjournment
thereof; and
4. Admission becoming effective at or before 8.00 a.m. on 29 November 2024
(or such later date as may be agreed in writing between the Company and
Panmure Liberum).
If (a) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Panmure Liberum by the
respective time or date where specified (or such later time or date as the
Company and Panmure Liberum may agree not being later than 3.00 p.m. on the
"Final Date"; or (b) the Placing Agreement is terminated as described below,
the Placing in relation to the Placing Shares will lapse and the Placee's
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof.
Subject to certain exceptions, Panmure Liberum may, at its absolute discretion
and upon such terms as it thinks fit, waive, or extend the period (up to the
Final Date) for, compliance by the Company with the whole or any part of any
of the Company's obligations in relation to the conditions in the Placing
Agreement. Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
Neither Panmure Liberum nor the Company nor their respective affiliates shall
have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Panmure Liberum.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Panmure Liberum is entitled, at any time before Admission, to terminate the
Placing Agreement by giving notice to the Company in certain circumstances,
including, inter alia:
1. the Company has failed to comply with any of its obligations under the
Placing Agreement which is material in the context of the Placing and/or
Admission; or
2. any of the conditions under the Placing Agreement shall have become
incapable of fulfilment before the Final Date having not been waived under the
Placing Agreement; or
3. any of the warranties given by the Company to Panmure Liberum under the
Placing Agreement not being true or accurate or being misleading when given or
deemed given or repeated or deemed repeated (by reference to the facts and
circumstances in each case then existing) in a respect which is material in
the context of the Placing and/or Admission; or
4. if, amongst other things, there is a material adverse change in the
financial, political, economic or stock market conditions, which in the
Panmure Liberum's reasonable opinion (acting in good faith) makes it
impractical or inadvisable to proceed with the Placing; or
5. if it comes to the notice of Panmure Liberum that any statement contained
in the any public announcement made by the Company through a Regulatory
Information Service was or has become untrue, incorrect or misleading in any
respect which Panmure Liberum considers to be material or that any matter
which such party considers to be material has arisen which would, if the
Placing were made at that time, constitute a material omission therefrom.
Following Admission, the Placing Agreement is not capable of termination.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing
Agreement and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by Panmure Liberum of any right
of termination or other discretion under the Placing Agreement shall be within
the absolute discretion of Panmure Liberum and that it need not make any
reference to Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or decision not to exercise.
Placees will have no rights against Panmure Liberum, the Company or any of
their respective directors or employees under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties) Act 1999 (as amended).
NO PROSPECTUS
The Placing Shares are being offered to Relevant Persons only and will not be
offered in such a way as to require a prospectus in the United Kingdom or
elsewhere under the UK Prospectus Regulation or the Prospectus Regulation
Rules Sourcebook published by the FCA. No offering document or prospectus has
been or will be submitted to be approved by the FCA in relation to the Placing
and Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and certain business
and financial information the Company is required to publish in accordance
with the Companies Act 2006, the AIM Rules, UK MAR and the rules and practices
of the FCA (collectively "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement, including this Appendix, is exclusively the
responsibility of the Company and confirms that it has not relied on any other
information (other than the Exchange Information), representation, warranty,
or statement made by or on behalf of the Company or Panmure Liberum or any
other person and neither Panmure Liberum nor the Company nor any other person
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement which the
Placees may have obtained or received. 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.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN: GB00BJN59X09)
following Admission will take place within the relevant system administered by
Euroclear, being CREST provided that, subject to certain exceptions, Panmure
Liberum reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other means that they
deem necessary if delivery or settlement is not possible or practicable within
CREST within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.
Settlement through CREST of the Placing Shares is expected to take place on 29
November 2024 unless otherwise notified by Panmure Liberum and Admission is
expected to occur no later than 8.00 a.m. on 29 November 2024 unless otherwise
notified by Panmure Liberum.
Following the close of the Bookbuild each Placee allocated Placing Shares in
the Placing will be sent a form of confirmation stating the number of Placing
Shares allocated to it at the Issue Price, the aggregate amount owed by such
Placee to Panmure Liberum (as agent for the Company) and settlement
instructions (including the trade date which will be 29 November 2024). Each
Placee agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the CREST or certificated
settlement instructions that it has in place with Panmure Liberum. Each Placee
will also be sent a trade confirmation on the trade date (referred to above)
confirming the details of the trade (being the acquisition of the relevant
number of Placing Shares).
Admission and settlement may occur at an earlier date. Settlement will be on a
delivery versus payment basis. However, in the event of any difficulties or
delays in the admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and Panmure Liberum may agree that the
Placing Shares should be issued in certificated form. Panmure Liberum reserve
the right to require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the CREST system
or would not be consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by Panmure Liberum.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Panmure Liberum may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Panmure Liberum's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due.
Any excess proceeds will pass to the relevant Placee at its risk. The relevant
Placee will, however, remain liable and shall indemnify Panmure Liberum on
demand for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on Panmure Liberum all such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which Panmure Liberum lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) makes the following representations,
warranties, acknowledgements, agreements and undertakings (as the case may be)
to the Company and Panmure Liberum, namely that, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for and purchase of the Placing Shares is subject to, and based
upon, all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
herein and it has not relied on, and will not rely on, any information given
or any representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this Announcement
(including this Appendix) and the Exchange Information and undertakes not to
redistribute or duplicate this Announcement (including this Appendix);
2. acknowledges that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. acknowledges that no offering document, admission document or prospectus
has been prepared in connection with the placing of the Placing Shares and
represents and warrants that it has not received and will not receive a
prospectus, admission document or other offering document in connection
therewith;
4. acknowledges that the Existing Ordinary Shares are admitted to trading on
AIM, and the Company is therefore required to publish Exchange Information,
which includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that the
Placee is able to obtain or access such information without undue difficulty,
and is able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue difficulty;
5. acknowledges that the content of this Announcement (including this
Appendix) and the Exchange Information is exclusively the responsibility of
the Company, and that neither Panmure Liberum, its affiliates, Representatives
or any person acting on their behalf has or shall have any liability for any
information, representation or statement contained in this Announcement
(including this Appendix) or any information previously or concurrently
published by or on behalf of the Company (including any Exchange Information),
and will not be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in this
Announcement (including this Appendix) or otherwise. Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement (including this
Appendix) and any Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by Panmure Liberum or
the Company or any of their respective directors, officers or employees or any
person acting on behalf of any of them (including with respect to the Company,
the Placing, the Placing Shares or the accuracy, completeness or adequacy of
any publicly available information), or, if received, it has not relied upon
any such information, representations, warranties or statements, and neither
Panmure Liberum nor the Company will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it may not place the same degree of reliance on
this Announcement as it may otherwise place on a prospectus or admission
document. Each Placee further acknowledges and agrees that it has relied
solely on its own investigation of the business, financial or other position
of the Company and the terms of the Placing in deciding to participate in the
Placing and it will not rely on any investigation that Panmure Liberum, its
affiliates or any other person acting on their behalf has or may have
conducted;
6. expect as set out in paragraph 7 below, represents and warrants that it
has neither received nor relied on any 'inside information' (for the purposes
of UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable
law) concerning the Company prior to or in accepting this invitation to
participate in the Placing and is not purchasing Placing Shares on the basis
of material non-public information;
7. if it has received any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993 or other applicable law) in
relation to the Company and its securities in advance of the Placing, it has
received such information within the market soundings regime provided for in
Article 11 of UK MAR and associated delegated regulations and it has not: (i)
dealt (or attempted to deal) in the securities of the Company; (ii)
encouraged, recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to any person,
prior to the information being made publicly available;
8. time is of the essence as regards its obligations under this
Announcement;
9. acknowledges that Panmure Liberum does not have any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that Panmure
Liberum is not acting for it or its clients and that Panmure Liberum will not
be responsible for providing protections to it or its clients;
10. acknowledges that neither Panmure Liberum, any of its
affiliates, Representatives or any person acting on behalf of them has or
shall have any liability for any publicly available or filed information
(including any Exchange Information) or any representation relating to the
Company, provided that nothing in this paragraph excludes the liability of any
person for fraudulent misrepresentation made by that person;
11. that, save in the event of fraud on the part of Panmure
Liberum (and to the extent permitted by the FCA), neither Panmure Liberum, its
respective ultimate holding companies nor any direct or indirect subsidiary
undertakings of such holding companies, nor any of their respective directors
and employees shall be liable to Placees for any matter arising out of Panmure
Liberum 's role as placing agent or otherwise in connection with the Placing
and that where any such liability nevertheless arises as a matter of law,
Placees will immediately waive any claim against any of such persons which it
may have in respect thereof;
12. represents and warrants that (i) it is not in the United
States; (ii) it is not a U.S. Person; and (iii) it is not acting for the
account or benefit of a U.S. Person;
13. acknowledges that the Placing Shares are only being offered
and sold outside the United States in offshore transactions to persons who are
not U.S. Persons pursuant to Regulation S under the Securities Act, and the
Placing Shares have not been and will not be registered under the Securities
Act or under any laws of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States, and agrees not to reoffer,
resell, pledge, transfer or deliver any Placing Shares, directly or
indirectly, in the United States or to, or for the account or benefit of, U.S.
Persons, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction in the
United States;
14. unless otherwise specifically agreed in writing with Panmure
Liberum, represents and warrants that neither it nor the beneficial owner of
such Placing Shares will be a resident of Restricted Jurisdiction;
15. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of any Restricted
Jurisdiction and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
16. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
17. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of the law of England and Wales by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"), Criminal Justice Act
1993 and Part VIII of the Financial Services and Markets Act 2000, as amended
("FSMA") and other applicable law; (ii) in connection with money laundering
and terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006, the Money Laundering Regulations, Terrorist Financing
and Transfer of Funds (Information on the Payer) 2017 Regulations, and any
other applicable law (where all such legislation listed under this (ii) shall
together be referred to as the "AML Legislation"); and (iii) it is not a
person: (1) with whom transactions are prohibited under the Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (2) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3)
subject to financial sanctions imposed pursuant to a regulation of the EU or a
regulation adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and pursuant to AML Legislation and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to Panmure Liberum or the Company such evidence, if any, as to the
identity or location or legal status of any person (including in relation to
the beneficial ownership of any underlying investor) which Panmure Liberum or
the Company may request from it in connection with the Placing (for the
purpose of complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise
or any other information as may be required to comply with legal or regulatory
requirements (including in particular under the AML Legislation)) in the form
and manner requested by Panmure Liberum or the Company on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be purchased by it or at its direction pursuant to the Placing being reduced
to such number, or to nil, as Panmure Liberum may decide at its sole
discretion;
18. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, represents and warrants that the Placing
Shares purchased by it in the Placing will not be acquired on a
non‐discretionary basis on behalf of, nor will they be acquired with a view
to their offer or resale to, persons in a Member State of the EEA or the UK
other than EU Qualified Investors or UK Qualified Investors respectively, or
in circumstances in which the prior consent of Panmure Liberum has been given
to the offer or resale;
19. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA or the UK
prior to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
any Member State of the EEA or the UK within the meaning of the EU Prospectus
Regulation or UK Prospectus Regulation respectively;
20. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of the FSMA does not require approval
of the communication by an authorised person and it acknowledges and agrees
that this Announcement has not been approved by Panmure Liberum in its
capacity as an authorised person under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
21. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial Services Act 2012
with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
22. if in the United Kingdom, represents and warrants that it is
a UK Qualified Investor acting as principal or in circumstances to which
section 86(2) of FSMA applies who: (i) falls with Articles 49(2)(A) to (D) or
19(5) of the Financial Promotion Order or (ii) is a person to whom the Placing
Shares may otherwise be lawfully offered under the Financial Promotion Order
or, if it is receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would apply, it is
a person to whom the Placing Shares may be lawfully offered under that other
jurisdiction's laws and regulations; and (iii) is a "professional client" or
an "eligible counterparty" within the meaning of Chapter 3 of the FCA's
Conduct of Business Sourcebook;
23. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities and taken any other necessary actions
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement
(including this Appendix)) and will honour such obligations;
24. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (i) to acquire the Placing Shares for each managed account;
(ii) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the announcement of which it
forms part; and (iii) to receive on its behalf any investment letter relating
to the Placing in the form provided to it by Panmure Liberum;
25. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in accordance with
this Announcement (including this Appendix) on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as Panmure Liberum may in its sole discretion determine
and without liability to such Placee and it will remain liable and will
indemnify Panmure Liberum on demand for any shortfall below the net proceeds
of such sale and the placing proceeds of such Placing Shares and may be
required to bear the liability for any stamp duty or stamp duty reserve tax or
security transfer tax (together with any interest or penalties due pursuant to
or referred to in these terms and conditions) which may arise upon the placing
or sale of such Placee's Placing Shares on its behalf;
26. acknowledges that neither Panmure Liberum, nor any of its
affiliates, Representatives or any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be
treated for these purposes as a client of Panmure Liberum and that Panmure
Liberum does not have any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of their rights and obligations
thereunder, including any rights to waive or vary any conditions or exercise
any termination right;
27. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or (ii) its
nominee, as the case may be. Neither Panmure Liberum nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the Placing
and it agrees to indemnify the Company and Panmure Liberum in respect of the
same on the basis that the Placing Shares will be issued to the CREST stock
account of Panmure Liberum who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
28. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions and any
non‐contractual obligations arising out of or in connection with such
agreement shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter (including non‐contractual matters)
arising out of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company or Panmure
Liberum 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;
29. agrees that the Company, Panmure Liberum and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and undertakings which
are given to Panmure Liberum on its own behalf and on behalf of the Company
and are irrevocable and are irrevocably authorised to produce this
Announcement or a copy thereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered
hereby;
30. agrees to indemnify on an after‐tax basis and hold the
Company, Panmure Liberum and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and that the provisions of this Appendix shall survive after
completion of the Placing and, further agrees if any of the foregoing is or
becomes no longer true or accurate, the Placee shall promptly notify the
Company and Panmure Liberum;
31. acknowledges that neither the Retail Offer nor the
Subscription form part of the Placing and nor is the Placing conditional on
them, but that the Retail Offer and the Subscription are both conditional on
the Placing;
32. acknowledges that no action has been or will be taken by any
of the Company, Panmure Liberum or any person acting on behalf of the Company
or Panmure Liberum that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
33. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
34. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein will continue, notwithstanding any
amendment that may in the future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
35. acknowledges that Panmure Liberum or any of its affiliates
acting as an investor for its own account may take up shares in the Company
and in that capacity may retain, purchase or sell for its own account such
shares and may offer or sell such shares other than in connection with the
Placing;
36. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full compliance with
all applicable laws and regulation; and
37. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in this Announcement, including this
Appendix.
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Panmure Liberum and the Company and are irrevocable
and shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Panmure Liberum will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, issue or delivery of Placing Shares has given rise to such UK
stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after‐tax basis and
to hold harmless the Company and Panmure Liberum in the event that any of the
Company and/or Panmure Liberum has incurred any such liability to UK stamp
duty or stamp duty reserve tax. If this is the case, each Placee should seek
its own advice and notify Panmure Liberum accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Panmure Liberum does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Panmure Liberum 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.
When a Placee or person acting on behalf of the Placee is dealing with Panmure
Liberum, any money held in an account with Panmure Liberum on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from Panmure Liberum's money in accordance with
the client money rules and will be used by Panmure Liberum in the course of
its own business and the Placee will rank only as a general creditor of
Panmure Liberum.
All times and dates in this Announcement (including this Appendix) may be
subject to amendment, and Placees' commitments, representations and warranties
are not conditional on any of the expected times and dates in this
Announcement (including this Appendix) being achieved. Panmure Liberum shall
notify the Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons needing advice
should consult an appropriately qualified independent financial adviser.
Panmure Liberum is entitled, at its discretion and out of its own resources,
at any time to rebate to some or all of its investors, or to other parties,
part or all of its fees relating to the Placing.
MISCELLANEOUS
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures,
each as they form part of the law of England and Wales by virtue of EUWA
(together, the "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process by Panmure Liberum, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, Panmure Liberum
will only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
The content of this Announcement has been issued by, and is the sole
responsibility of, Feedback plc.
The information contained in this Announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. Neither the content of the Company's website nor
any website accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this Announcement.
Certain statements in this Announcement are forward‐looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward‐looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward‐looking statements involve risks,
assumptions and uncertainties that could cause the actual results of
operations, financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses operate to
differ materially from the impression created by the forward‐looking
statements. These statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties and other factors that could
cause actual results to differ materially from those expressed or implied by
such forward‐looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward‐looking statements. Forward‐looking statements speak only as of
the date of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no obligation to
update or revise publicly any forward‐looking statements, whether as a
result of new information, future events or otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as nominated adviser and broker to
the Company in connection with the Placing and Admission and to no‐one else
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in relation to
the Placing or Admission or any other matter referred to in this Announcement.
Panmure Liberum's responsibilities as the Company's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange
plc and are not owed to the Company or to any director of the Company or to
any other person in respect of any decision to acquire shares in the Company
in reliance on any part of this Announcement.
Neither Panmure Liberum or any of its directors, officers, employees,
advisers, affiliates or agents, accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to this Announcement, including the truth, accuracy or completeness of the
information in this Announcement (or whether any information has been omitted
from the Announcement) or for any loss howsoever arising from any use of the
Announcement or its contents. Panmure Liberum and its directors, officers,
employees, advisers, affiliates or agents, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise have in respect of this Announcement or its contents or otherwise
arising in connection therewith. However, nothing in this Announcement shall
be effective to limit or exclude liability for fraud or which otherwise, by
law or regulation, cannot be so limited or excluded.
Data Protection
The processing of a Placee's personal data by the Company will be carried out
in compliance with the applicable data protection legislation and with its
Privacy Notice, a copy of which can be found on the Company's website
https://fbkmed.com/privacy‐policy/.
Each Placee acknowledges that it has read and understood the processing
activities carried out by the Company as informed in the referred Privacy
Notice.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Act the Companies Act 2006 (as amended)
Admission admission of the Fundraising Shares to trading on AIM becoming effective in
accordance with the AIM Rules for Companies
AIM the market of that name operated by the London Stock Exchange
AIM Rules for Companies the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange
AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers, as published and amended from time to
time by the London Stock Exchange
Announcement this announcement, together with the appendices and the terms and conditions
contained herein
Annual General Meeting or AGM the Annual General Meeting of the Company convened for 1.00 p.m. on 28
November 2024 or any adjournment thereof
Articles the articles of association of the Company (as amended from time to time)
Authority Resolutions Resolutions numbered 3 and 4 to be proposed at the AGM and to be contained in
the Notice, granting authority of the shareholders to issue and allot the
Fundraising Shares
Board or Directors the directors of the Company as at the date of this Announcement
Business Day any day (excluding Saturdays and Sundays) on which banks are open in London
for normal banking business and the London Stock Exchange is open for trading
CDC Community Diagnostic Centres
CQC the Care Quality Commission
certificated or in certificated form where a share is not in uncertificated form (namely not in CREST)
Circular the Circular to be published by the Company on or about 5 November 2024
setting out details of the Placing, the Retail Offer and the Subscription and
containing the Notice of the Annual General Meeting
Chairman the Chairman of the Board
Company or Feedback Feedback plc, a company registered in England and Wales with registered number
00598696 and having its registered office at 201 Temple Chambers, 3-7 Temple
Avenue, London EC4Y 0DT
CREST the relevant system (as defined in the CREST regulations) for the paperless
settlement of trades and the holding of uncertificated securities operated by
Euroclear in accordance with the CREST Regulations
CREST Manual the rules governing the operation of CREST as published by Euroclear and
available at www.euroclear.com
CREST member a person who has been admitted to CREST as a system‐member (as defined in
the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force
CREST sponsor a CREST participant admitted to CREST as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST as a CREST sponsored member
DEAG diagnostic enhanced advice and guidance
Deferred Shares deferred shares of 49 pence each in the capital of the Company to be created
pursuant to the Share Capital Reorganisation
DICOM Digital Imaging and Communications in Medicine
EIS Enterprise Investment Scheme under the provisions of Part 5 of the UK Income
Tax Act 2007 (as amended)
Enlarged Share Capital the entire issued ordinary share capital of the Company on Admission following
completion of the Fundraising
ERF the Elective Recovery Fund
Euroclear Euroclear UK & International Limited
Existing Ordinary Shares the 13,334,659 Ordinary Shares in issue as at the date of this Announcement
prior to the Share Capital Reorganisation
FCA the Financial Conduct Authority of the United Kingdom
Final Date 31 December 2024
Form of Proxy the form of proxy for use by Shareholders in relation to the Annual General
Meeting
FSMA The Financial Services and Markets Act 2000 (as amended)
Fundraising the Placing, Subscription and the Retail Offer
Fundraising Resolutions the Share Capital Reorganisation Resolutions and the Authority Resolutions
Fundraising Shares the Placing Shares, the Retail Offer Shares and the Subscription Shares
GDPR The General Data Protection Regulation ((EU) 2016/679) as it forms part of the
laws of England and Wales, Scotland and Northern Ireland by virtue of the
European Union (Withdrawal) Act 2018 (as amended)
Group the Company and its subsidiaries (as defined in the Act)
ICB integrated care board
ICS integrated care system
Issue Price 20 pence per New Ordinary Share
Latest Practicable Date 1 November 2024, being the last practicable date prior to the day of the
announcement of the Fundraising
London Stock Exchange London Stock Exchange plc
MDD the Medical Devices Directive
MVP minimum viable product
Money Laundering Regulations the money laundering and terrorist financing provisions of the Criminal
Justice Act 1993, the Terrorism Act 2000, the Proceeds of Crime Act 2002, the
Terrorism Act 2006 and the Money Laundering Regulations 2007, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017
New Ordinary Shares the new ordinary shares of one penny each in the capital of the Company
following completion of the Share Capital Reorganisation (which, at the date
of Admission, will include the Fundraising Shares)
Notice or Notice of Annual General Meeting the notice of the AGM to be set out in the back of the Circular
Ordinary Shares the ordinary shares of 50 pence each in the capital of the Company prior to
the Share Capital Reorganisation
Official List the Official List of the FCA
PACS picture archiving and communication systems
Panmure Liberum Panmure Liberum Limited, a company registered in England and Wales with
company number 04915201 and having its registered office at Ropemaker Place,
Level 12, 25 Ropemaker Street, London EC2Y 9LY
Placees persons who have agreed to subscribe for the Placing Shares under the Placing
Placing Agreement the conditional placing agreement entered into between the Company and Panmure
Liberum in respect of the Placing, dated 4 November 2024
Placing the conditional placing by Panmure Liberum (as agent for the Company) of the
Placing Shares with certain institutional investors and existing Shareholders,
otherwise than on a pre‐emptive basis, at the Issue Price on the terms of
the Placing Agreement
Placing Shares the New Ordinary Shares which are to be issued under the Placing, whose
allotment and issue is conditional (amongst other things) on the passing of
the Fundraising Resolutions
Prospectus Regulation Rules the prospectus regulation rules made by the FCA pursuant to section 73A of the
FSMA in accordance with the UK version of the EU Prospectus Regulation
2017/1129 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018
Regulatory Information Service has the meaning given to it in the AIM Rules
R&D research and development
Registrar or Share Registrars Share Registrars Limited, the Company's registrars
Regulatory Information Service has the meaning given to it in the AIM Rules
Resolutions the resolutions to be proposed at the Annual General Meeting, including the
Fundraising Resolutions, the full text of which will be set out in the Notice
of Annual General Meeting
Retail Offer the conditional offer made by the Company on the WRAP Platform of the Retail
Offer Shares at the Issue Price
Retail Offer Announcement the press announcement in the Agreed Form, giving details of the launch of the
Retail Offer
Retail Offer Announcements the Retail Offer Announcement and the Retail Offer Results Announcement
Retail Offer Results Announcement the press announcement in the Agreed Form, giving details of the results of
the Retail Offer
Retail Offer Shares the New Ordinary Shares to be to be allotted and issued by the Company
pursuant to the Retail Offer, whose allotment and issue is conditional
(amongst other things) on the passing of the Fundraising Resolutions
SaaS software as a service
Securities Act US Securities Act of 1933 (as amended)
Share Capital Reorganisation means the proposed subdivision of each of the Company's 13,334,659 Existing
Ordinary Shares of 50 pence into one New Ordinary Share of one penny and
one Deferred Share of 49 pence in accordance with Resolutions 1 and 2 to be
contained in the Notice of Annual General Meeting
Share Capital Reorganisation Resolutions Resolutions numbered 1 and 2 to be proposed at the AGM and to be contained in
the Notice, required to approve the Share Capital Reorganisation
Shareholders the holders of Existing Ordinary Shares, and the term Shareholder shall be
construed accordingly
Subscription the intended subscription for the Subscription Shares at the Issue Price
Subscription Shares 352,500 New Ordinary Shares to be issued pursuant to the Subscription, whose
allotment and issue is conditional (amongst other things) on the passing of
the Fundraising Resolutions
stock account an account within a member account in CREST to which a holding of a particular
share or other security in CREST is credited
TAM total addressable market
UK MAR the Market Abuse Regulation (Regulation 596/2014) (as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended)
uncertificated or uncertificated form means recorded on the relevant register or other record of the share or other
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
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
UKCA a conformity mark that indicates conformity with the applicable requirements
for products sold within Great Britain
VCT a company which is, or which is seeking to become, approved as a venture
capital trust under the provisions of Part 6 of the Income Tax Act 2007
Winterflood Winterflood Securities Limited, a company registered in England and Wales with
company number 02242204 and having its registered office at Riverbank House, 2
Swan Lane, London, United Kingdom, EC4R 3GA
WRAP Platform the Winterflood Retail Access Platform technology platform being used to
facilitate the Retail Offer
£ or pounds UK pounds sterling, being the lawful currency of the United Kingdom
1 Based on Company's internal data
2 Based on data from Unity Insights Northern Care Alliance evaluation report
(https://url.uk.m.mimecastprotect.com/s/F2nDCVAjMIxBGOMUkuEHEDQtf?domain=feedbackmedical.com)
3 £382 million TAM based on an estimated ~190 million diagnostic
investigations per annum which the Company believes could be redirected to a
pharmacy setting, and assuming an average price payable to the Company and its
partner of 20% of the estimated average price of these tests. The Company's
share of TAM of £191 million assumes 50% of price accrues to the Company.
There are no financial terms in the collaboration agreement therefore these
represent assumptions only and subject to continued collaboration /commercial
agreement.
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