REG - Frontier IP Group - Result of Placing
06/11/2019 14:00
For best results when printing this announcement, please click on link below:
http://pdf.reuters.com/htmlnews/htmlnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20191106:nRSF5190Sa
RNS Number : 5190S
Frontier IP Group plc
06 November 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
FRONTIER IP GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF FRONTIER IP
GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
6 November 2019
Frontier IP Group plc
("Frontier" or the "Company")
Result of Placing
Frontier IP Group plc (AIM: FIPP), a specialist in commercialising university
intellectual property, is pleased to confirm, further to the announcement made
earlier today, that it has raised net proceeds of approximately £3.8 million
through a Placing of 8,000,000 Placing Shares with certain existing and new
institutional investors at a Placing Price of 50 pence per share. The Placing
has now closed. The Placing Price represents a 9.9 per cent. discount to the
Closing Price of 55.5 pence on 5 November 2019, the Business Day before the
announcement of the Placing. N+1 Singer acted as sole bookrunner in connection
with the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares of the Company,
including the right to receive all dividends or other distributions made, paid
or declared in respect of such shares after the date of issue of the new
Placing Shares.
Annual General Meeting
In accordance with the Company's articles of association, shareholder approval
is required for the Directors to issue the Placing Shares. The Annual General
Meeting will be held for the purpose of, inter alia, passing the Placing
Resolutions to authorise the proposed Placing. The Company will publish a
Circular, which contains a notice of AGM, to convene the AGM to propose the
Placing Resolutions to enable completion of the Placing. The AGM will be held
at 93 George Street, Edinburgh, EH2 3ES at 11.00 a.m. on 4 December 2019. The
Circular containing the notice of AGM is expected to be published and sent to
shareholders tomorrow and will be available shortly thereafter on the
Company's website, www.frontierip.co.uk (http://www.frontierip.co.uk) .
Neil Crabb, CEO of Frontier IP, commented
"The success of this oversubscribed placing is a reflection of the continued
progress of Frontier IP and our portfolio companies over the past year - as
demonstrated by our excellent full-year results. The strength of our business
model and the greater traction we are gaining with industry and academic
partners is reflected in the support we have received from existing and new
investors. We are now in a strong financial position and well placed to
withstand any future market volatility."
Participation by Substantial Shareholders and Directors in the Placing
Certain of the Company's substantial shareholders and Directors have agreed to
subscribe for Placing Shares at the Placing Price.
2,000,000 Placing Shares have been conditionally subscribed for by Canaccord
Genuity Group Inc. ("Canaccord") and 873,076 Placing Shares have been
conditionally subscribed for by Quilter Cheviot Limited ("Quilter"). The
number of Placing Shares subscribed for by each of the substantial
shareholders and Directors pursuant to the Placing, and their resulting
shareholdings on Admission, as far as the Company is aware in respect of the
substantial shareholders, are set out below:
Shareholder Number of Existing Ordinary Shares Number of Placing Shares subscribed for in the Placing Number of Ordinary Shares held Percentage of Enlarged
on Admission
Share Capital on Admission*
Canaccord Genuity Group Inc. 7,810,067 2,000,000 9,810,067 19.5%
Quilter Cheviot Limited 5,991,842 873,076 6,864,918 13.6%
Neil Crabb, Chief Executive Officer 2,834,168 100,000 2,934,168 5.8%
Mike Bourne, Non-Executive Director 303,170 100,000 403,170 0.8%
Related Party Transactions
The participations by Canaccord, Quilter, Neil Crabb and Mike Bourne in the
Placing are deemed to be related party transactions pursuant to rule 13 of the
AIM Rules for Companies. Accordingly, the directors of the Company (excluding
Neil Crabb and Mike Bourne) consider, having consulted with the Company's
nominated adviser, Allenby Capital, that the terms of these transactions are
fair and reasonable insofar as Shareholders are concerned.
Admission and dealings
Application will be made to the London Stock Exchange for the 8,000,000
Placing Shares to be admitted to trading on AIM. It is expected that,
conditional on the requisite shareholder approvals being obtained at the AGM,
Admission will occur and dealings will commence in on 5 December 2019 at 8.00
a.m. (or such later date as N+1 Singer and the Company may agree, being not
later than 8.00 a.m. on 12 December 2019). The Placing is conditional upon,
amongst other things, Admission becoming effective. The Placing is also
conditional on the placing agreement between the Company and N+1 Singer not
being terminated in accordance with its terms prior to Admission.
Total Voting Rights
Following Admission, the Company will have 50,431,372 Ordinary Shares in
issue. The Company does not hold any Ordinary Shares in treasury. Therefore,
the total number of ordinary shares and voting rights in the Company will be
50,431,372. With effect from Admission, this figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
For further information please contact:
Frontier IP Group Plc T: 020 7332 2338
Neil Crabb, Chief Executive
Andrew Johnson, Communications & Investor Relations M: 07464 546 025
www.frontierip.co.uk
Allenby Capital Limited (Nominated Adviser) T: 0203 328 5656
Nick Athanas / Nicholas Chambers
N+1 Singer (Broker) T: 0207 496 3000
Harry Gooden / George Tzimas
Definitions
Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the announcement made by the Company on 6 November
2019 to announce the launch of the Placing.
Important Notice
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN FRONTIER IP GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN 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 IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, N+1 Singer or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into
whose possession this Announcement comes are required by the Company and N+1
Singer to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or the "US")),
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public offering of the
Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the EEA will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not apply.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making an oral and legally
binding offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
Allenby Capital is acting as nominated adviser to the Company in connection
with the Placing and the proposed admission of the Placing Shares to trading
on AIM and the proposals described in the Circular. Allenby Capital is
authorised and regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom. Allenby Capital is acting exclusively for the Company and no
one else in connection with the Placing and Allenby Capital will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Allenby Capital or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.
N+1 Singer is acting as broker and as agent for and on behalf of the Company
for the Placing. N+1 Singer is authorised and regulated by the FCA in the
United Kingdom. N+1 Singer is acting exclusively for the Company and no one
else in connection with the Placing and N+1 Singer will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by N+1 Singer or by any of its affiliates or agents as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser. No statement
in this Announcement is intended to be a profit forecast and no statement in
this Announcement should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily match or
exceed the historical published earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than on the AIM market of the London
Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement includes statements, estimates, opinions and projections
with respect to anticipated future performance of the Company
("forward-looking statements") which reflect various assumptions concerning
anticipated results taken from the Company's current business plan or from
public sources which may or may not prove to be correct. These forward looking
statements can be identified by the use of forward looking terminology,
including the terms "anticipates", "target", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable terminology or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Such forward-looking statements reflect current expectations based
on the current business plan and various other assumptions and involve
significant risks and uncertainties and should not be read as guarantees of
future performance or results and will not necessarily be accurate indications
of whether or not such results will be achieved. As a result, prospective
investors should not rely on such forward-looking statements due to the
inherent uncertainty therein. No representation or warranty is given as to the
completeness or accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. No statement in this Announcement is
intended to be a profit forecast and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Notice to distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
"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 such
securities are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in 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; 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.
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 Placing
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Basis on which information is presented
In this document, references to "£", "pence" and "p" are to the lawful
currency of the United Kingdom. All times referred to in this document are,
unless otherwise stated, references to London time.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities
a) Name Neil Crabb
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Frontier IP Group plc
b) LEI 213800BRYUKQPJWKJ312
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 10p each in Frontier IP Group plc
Identification code Identification code (ISIN) for Frontier IP Group plc ordinary shares:
GB00B63PS212
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
50p 100,000
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 6 November 2019
f) Place of the transaction Outside a Trading Venue - subscription of new ordinary shares
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
6 November 2019
f)
Place of the transaction
Outside a Trading Venue - subscription of new ordinary shares
1 Details of the person discharging managerial responsibilities
a) Name Mike Bourne
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Frontier IP Group plc
b) LEI 213800BRYUKQPJWKJ312
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 10p each in Frontier IP Group plc
Identification code Identification code (ISIN) for Frontier IP Group plc ordinary shares:
GB00B63PS212
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
50p 100,000
d) Aggregated information n/a
- Aggregated volume
- Price
e) Date of the transaction 6 November 2019
f) Place of the transaction Outside a Trading Venue - subscription of new ordinary shares
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
6 November 2019
f)
Place of the transaction
Outside a Trading Venue - subscription of new ordinary shares
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
Recent news on Frontier IP
See all newsREG - Frontier IP Group - Holding(s) in Company
AnnouncementRCS - Frontier IP Group - Portfolio news - Strong results for TVG vaccine
AnnouncementREG - Frontier IP Group - Holding(s) in Company
AnnouncementREG - Frontier IP Group - Total Voting Rights
AnnouncementREG - Frontier IP Group - Result of AGM
Announcement