REG - Gelion PLC - Proposed Acquisition, Placing, Retail Offer and GM
09/11/2023 07:30
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RNS Number : 9245S Gelion PLC 09 November 2023
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, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER
DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW SHARES OF GELION PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.
TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN IN THE
SECTION ENTITLED "DEFINITIONS" OF THIS ANNOUNCEMENT.
9 November 2023
Gelion plc
("Gelion" or the "Company" or the "Group")
Proposed Acquisition,
Proposed Placing via Accelerated Bookbuild, Subscription and Retail Offer
and
General Meeting
Gelion (AIM: GELN) the Anglo-Australian battery innovator, has conditionally
agreed to acquire the entire issued share capital of OXLiD for an aggregate
consideration of up to approximately £4.2 million. OXLiD is a UK based
lithium-sulfur (LiS) battery technology developer, dedicated to the
development and commercialisation of LiS batteries for electrified
transportation and sustainable energy storage in the electric aviation (drones
and eVTOL) and electric vehicle markets.
In addition, the Company announces a proposed equity Fundraising of up to
approximately £4.5 million (before expenses) by way of the issue of up to
18,601,789 New Shares. The proposed Fundraising comprises a conditional
Placing of up to 7,774,719 Placing Shares, a conditional Subscription of
8,952,070 Subscription Shares and the Retail Offer, as detailed below, each at
an Issue Price of 24 pence per New Share.
The Company also intends to offer Retail Shareholders the opportunity to
participate in the Fundraising through the Retail Offer. In the UK, the Retail
Offer is being conducted via the Bookbuild Platform and in Australia, the
Company will liaise directly with qualifying shareholders. The Retail Offer
will raise a maximum of £450,000 (assuming full take up of the Retail Offer)
through the issue of up to 1,875,000 new Ordinary Shares at the Issue Price. A
separate announcement will be made shortly regarding the Retail Offer and its
terms. The Placing and Subscription are not conditional upon the Retail Offer.
For the avoidance of doubt, the Retail Offer forms no part of the Placing or
Subscription.
Cavendish is acting as nominated adviser, sole broker and sole bookrunner in
connection with the Placing. The Placing will be conducted by way of an
accelerated bookbuild, which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out in the
Appendix to this Announcement.
The Acquisition and Fundraising both require Resolutions to be passed by the
Company's Shareholders.
Highlights of the Acquisition
· People - The OXLiD team consists of five highly experienced
scientists with significant battery research experience including doctorate
degrees from top UK universities. OXLiD has plans to expand the team further
in the coming months to further accelerate progress.
· Technology/IP - Five patent applications, an exclusive licence
and an exclusive option over a further licence.
· Facilities - Entrenched relationships with blue chip academic
institutions (Oxford, Nottingham, UCL, Southampton) and access to the UK's
LiSTAR and Faraday Institutions supported technological research network. The
Faraday Institution is the UK's premier research institute aiming to advance
battery science and technology and is running a Lithium Sulfur Technology
Accelerator (LiSTAR) program specifically focused on LiS battery technology.
· Products - Capability to accelerate development and rate of
testing and production of prototypes for research and commercial
demonstrations utilising established relationships with partners such as
Fraunhofer IWS in Germany.
· Revenue - OXLiD has undrawn approved grant funding of
approximately £0.8 million which will be available to the Company
post-Acquisition as well as a relationship with Sanyo Trading, from which
revenue was generated in FY22, which Gelion wishes to explore further.
· UK/EEA LiS - The Acquisition will enable Gelion to establish a UK
research and development hub providing closer proximity to potential European
customers and strategic partners, with improved access to a wider pool of
leading LiS focused universities and research institutions.
Highlights of the Fundraising
· Placing and Subscription with new and existing institutional and
other investors to raise gross proceeds of £4.0 million plus a Retail Offer
to raise up to an additional £450,000.
· The Placing is being conducted in two tranches; firstly, a
placing of the EIS/VCT Placing Shares with those investors seeking to claim
EIS relief in relation to their subscriptions and with VCTs; and a Placing of
the General Placing Shares with those investors who are neither seeking EIS
relief nor are VCTs.
· The Subscription is being conducted in two tranches; a
Subscription for the EIS/VCT Subscription Shares with those investors seeking
to claim EIS relief in relation to their Subscriptions and, secondly,
Subscription of the General Subscription Shares with those investors who are
not seeking EIS relief.
· Each of the following Directors, namely Steve Mahon, Thomas
Maschmeyer, Joycelyn Morton, Michael Davie, John Wood and Amit Gupta have
entered into Subscription Agreements to participate in the Fundraising and to
subscribe for, in aggregate, 1,666,665 General Subscription Shares.
· The Issue Price represents a discount of approximately 3.0 per
cent. to the closing mid-market price of an Ordinary Share of 24.75 pence on 8
November 2023 (being the latest practicable date).
· The net proceeds of the Fundraising will be used alongside the
Company's existing cash resources, to part fund the Acquisition, general capex
and opex, expansion of the LiS technology team, the feasibility assessment of
a new zinc cathode and additional working capital.
· EIS/VCT Admission is expected to take place on or around 28
November 2023.
· General Admission is expected to take place on or around 29
November 2023.
John Wood, CEO of Gelion, commented:
"The acquisition of OXLiD will significantly accelerate the development of
Gelion's LiS technology. Adrien Amigues and his team bring experience,
progress and IP in many areas but importantly leap us forward in two very
specific areas of our focus, namely advanced sulfur cathode material
formulation and anode protection. This development will directly support us in
our efforts to advance key partnership objectives and we are thrilled to
welcome them into team Gelion.
"Having a UK footprint also gives us direct reach into the UK and European
markets, directly expanding our available paths to commercialisation and
towards developing value for our shareholders. This transaction comes at an
exciting time for Gelion as the need to make global transport, energy
consumption and storage more sustainable is more prevalent than ever. LiS
technology, once mastered and commercialised, has the potential to make a
significant contribution with its high energy density, relative safety, low
cost, and the abundance of sulfur. We believe the expanded Gelion/OXLiD
technology portfolio and capabilities will resonate very strongly with our
potential strategic partners providing excitement about the Group's future as
we develop the technology toward creating and establishing our target product
set and supply chain positioning.
"OXLiD's entrenched relationships with blue chip academic institutions across
the UK evidences the quality of the business and people behind it, and we are
confident that this acquisition provides strong enhancement of the path to
market for Gelion's LiS technology."
Dr Adrien Amigues, Founder and CEO of OXLiD, said:
"By joining Gelion, we will be capable of developing and commericalising LiS
battery technology for the mass markets at a faster rate than previously
possible. Together, we will develop a set of products that are more energy
dense, cheaper to produce, made with less resource-intensive raw materials and
are safer to operate than standard Lithium-ion cells."
"We are very excited about joining the Company and look forward to benefiting
from Gelion's expertise and strong IP as the Group continues to develop at a
rapid pace."
Circular and General Meeting
A Circular to Shareholders in respect of the Acquisition and Fundraising is
expected to be posted to shareholders on 10 November 2023 giving notice of a
General Meeting of the Company. The General Meeting will be held on 27
November 2023 at 10:00 a.m. at the offices of Cavendish at 1 Bartholomew
Close, London EC1A 7BL. Following posting, a copy of the Circular will be
available on the Company's website: www.gelion.com (http://www.gelion.com) .
In proposing the terms of the Fundraising, the Board understands the
implications of dilution for Shareholders and has given Shareholders in the UK
and qualifying shareholders in Australia who have not participated in the
Placing or Subscription the opportunity to participate in the Fundraising
through the Retail Offer.
Shareholders should be aware that if the Resolutions are not approved at the
General Meeting, the Acquisition and Fundraising will not occur, and the net
proceeds will not be received by the Company.
The Directors believe that the Resolutions to be proposed at the General
Meeting are in the best interests of the Company and Shareholders as a whole
and unanimously recommend that Shareholders vote in favour of the Resolutions.
The Directors intend to vote in favour of all the Resolutions in respect of,
in aggregate, 19,298,377 Existing Ordinary Shares, representing approximately
17.8 per cent. of the Company's Existing Ordinary Shares.
Accelerated Bookbuild
The timing for the close of the accelerated bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of Cavendish, in
consultation with the Company. The final number of Placing Shares to be issued
pursuant to the Placing will be agreed by Cavendish and the Company at the
close of the accelerated bookbuild. The result of the Placing will be
announced as soon as practicable thereafter. The Placing is not underwritten.
The Placing Shares are not subject to clawback and are not part of the Retail
Offer.
Further information on the Fundraising, including the expected timetable of
principal events, is set out below. This announcement should be read in its
entirety.
CONTACTS
Gelion plc via Alma
John Wood, CEO
Amit Gupta, CFO
Thomas Maschmeyer, Founder and Principal Technology Advisor
Cavendish Capital Markets Limited (Nominated Adviser, Broker and UK Retail +44 207 220 0500
Offer Coordinator)
Corporate Finance
Neil McDonald
Seamus Fricker
Fergus Sullivan
ECM/Sales
Leif Powis
Graham Hall
Barney Hayward
Alma (Financial PR Adviser) +44 20 3405 0205
Justine James gelion@almastrategic.co.uk (mailto:gelion@almastrategic.co.uk)
Hannah Campbell
Will Ellis Hancock
The following text has been taken from the Circular to be sent to
Shareholders.
LETTER FROM THE CHAIR
Introduction
It was announced on 9 November 2023 that the Company had conditionally agreed
to acquire the entire issued share capital of OXLiD for an aggregate
consideration of up to approximately £4.2 million and that it had
conditionally raised approximately £4.0 million (before expenses) through the
Placing and Subscription at a price of 24 pence per share.
The Board recognises and is grateful for the continued support received from
Shareholders and is pleased to offer Retail Shareholders the opportunity to
participate in the Fundraising through the Retail Offer. In the UK the Retail
Offer is being conducted via BookBuild Platform and in Australia the Company
will liaise directly with qualifying 'sophisticated investor' shareholders
(the criteria of which are defined in the terms of the Fundraising later in
this announcement). The Retail Offer will raise a maximum of £450,000
(assuming full take up of the Retail Offer) through the issue of up to
1,875,000 new Ordinary Shares at the Issue Price.
Under the terms of the Acquisition, the Company will pay consideration of
approximately £3,772,060 on Completion, of which £1,250,000 will be paid in
cash and the balance will be satisfied by the issue of the Consideration
Shares, issued at the Issue Price, which will be locked-in for a period of 18
months from Admission. Up to a further £400,000 of deferred consideration may
be paid by the Company over the period of 24 months following Completion.
Further details regarding the terms of the Acquisition are set out in the
section headed 'Terms of the Acquisition' below.
The New Shares represent approximately 26.9 per cent. of the Existing Ordinary
Shares, and approximately 21.2 per cent. of the Enlarged Share Capital
(assuming in each case that the Retail Shares are subscribed for in full). The
Issue Price represents a 3.0 per cent. discount to the closing mid-market
price of 24.75 pence per Ordinary Share on 8 November 2023, being the latest
practicable business day prior to the announcement of the Fundraising and the
Acquisition.
The Company will require further share authorities to allot the New Shares.
Accordingly, the Placing, Subscription, Retail Offer and the Acquisition are
each conditional, inter alia, upon Shareholders approving the Resolutions at
the General Meeting, notice of which is set out at the end of this document.
Subject to the passing of the Resolutions, Admission of the EIS/VCT Shares is
expected to occur at 8.00 a.m. on 28 November 2023 (or such later time and/or
date as Cavendish and the Company may agree, not being later than the Longstop
Date), and Admission of the Non-Eligible Shares is expected to occur at 8.00
a.m. on 29 November 2023 (or such later time and/or date as Cavendish and the
Company may agree, not being later than the Longstop Date). Assuming the
Resolutions are passed by Shareholders at the General Meeting, each of the
EIS/VCT Shares and the Non-Eligible Shares will, on EIS/VCT Admission and
General Admission (respectively), rank pari passu in all respects with the
Existing Ordinary Shares and will rank in full for all dividends and other
distributions declared, made or paid on the new Ordinary Shares after the
relevant Admission.
The Fundraising consists of the Placing, the Subscription and the Retail Offer
and will raise approximately £4.5 million in aggregate, assuming full take up
of the Retail Offer.
The Placing is being conducted in two tranches; firstly, the placing of the
EIS/VCT Placing Shares which is intended to qualify for the purpose of EIS or
VCT investment and secondly, the placing of General Placing Shares which is
not intended to qualify for the purpose of EIS or VCT investment.
The Subscription is also being conducted in two tranches; firstly, the
Subscription for the EIS/VCT Subscription Shares which is intended to qualify
for the purpose of EIS or VCT investment and secondly, the Subscription for
the General Subscription Shares which is not intended to qualify for the
purpose of EIS or VCT investment.
The Fundraising is conditional upon, inter alia, Shareholders approving the
Resolutions at the General Meeting, compliance by the Company in all material
respects with its obligations under the Placing Agreement and the occurrence
of Admission.
The purpose of this document is to: (i) provide further details on the
Acquisition and the Fundraising and to explain the background to and reasons
for them; (ii) explain why the Directors consider the Acquisition and the
Fundraising to be in the best interests of the Company and Shareholders as a
whole and why the Directors unanimously recommend that Shareholders vote in
favour of the Resolutions; and (iii) to convene the General Meeting to obtain
Shareholder approval for the Resolutions.
A notice convening the General Meeting to approve the Resolutions is set out
at the end of this document.
Background to OXLiD and reasons for the Acquisition
Rationale for the Acquisition
Gelion set out its revitalised strategy in the announcement on 6 July 2023, as
a battery technology innovator commercialising two globally important next
generation technologies: Lithium-Sulfur (LiS) and zinc based (Zn) hybrid cells
to electrify mobile and stationary applications respectively. This followed
the earlier announcement in March 2023, on the strategic acquisition of
Johnson Matthey's LiS IP portfolio (which was primarily developed by Oxis
Energy) to significantly advance the Group's objective to establish a position
of LiS technology leadership. Gelion's effort is directed at the potential for
the LiS chemistry to deliver double the gravimetric energy density of standard
Lithium-ion chemistries whilst at the same time reducing cost and increasing
safety.
It is the Board's objective to become a global leader in the energy storage
industry by leveraging both technologies - LiS and Zinc that have been
developed by Gelion in partnership with University of Sydney (USyd) and the
recently acquired LiS IP portfolios from Johnson Matthey. Gelion aims to
progress methodically through the stages of technology and manufacturing
readiness toward development of commercial energy storage systems, batteries,
and battery materials, that deliver high energy density, low cost, improved
safety, and that are suitable for a variety of applications.
With a continued drive to make global transport, and energy consumption and
storage more sustainable, the pace of development in the Company's target
markets remains rapid and it is crucial that Gelion remains at the forefront
of innovation. To facilitate this, the Company needs to expand its team,
continue to strengthen its already significant portfolio of industry specific
IP and to broaden its global footprint. This will allow the Company to more
readily evaluate and execute strategic opportunities and partnerships, add
complementary insight to its existing knowledge base and, ultimately, expedite
the path to commercialisation and deliver value to shareholders.
The Board believes the Acquisition of OXLiD will build on the recent strategic
progress the Group has made and act as a further catalyst to establish the
foundations for strategic partnerships with major supply chain and industry
participants (upstream and downstream), providing a commercially attractive
route to market for Gelion's technology.
The Board views the key value drivers of OXLiD as being:
1. People - The OXLiD team consists of five highly experienced scientists
with significant battery research experience including doctorate degrees from
top UK universities. OXLiD has plans to expand the team further in the coming
months to further accelerate progress.
2. Technology/IP - Five patent applications, an exclusive option for a
licence agreement with the University of Nottingham and an exclusive
development licence with the University of Oxford.
3. Facilities - Entrenched relationships with blue chip academic
institutions (Oxford, Nottingham, UCL, Southampton) and access to the UK's
LiSTAR and Faraday Institutions supported technological research network. The
Faraday Institution is the UK's premier research institute aiming to advance
battery science and technology and is running a Lithium Sulfur Technology
Accelerator (LiSTAR) program specifically focused on LiS battery technology.
4. Products - Capability to accelerate development and rate of testing and
production of prototypes for research and commercial demonstrations utilising
established relationships with partners such as Fraunhofer IWS in Germany.
5. Revenue - OXLiD has undrawn approved grant funding of approximately
£0.8 million which will be available to the Company post-acquisition as well
as a relationship with Sanyo Trading, from which revenue was generated in
FY22, which Gelion wishes to explore further.
6. UK/EEA LiS - This acquisition will enable Gelion to establish a UK
research and development hub providing closer proximity to potential European
customers and strategic partners and improved access to a wider pool of
leading LiS focussed universities and research institutions.
Information on OXLiD
OXLiD is a UK based LiS battery technology developer, dedicated to the
development and commercialisation of LiS batteries for electrified
transportation and sustainable energy storage in the aerospace, maritime and
electric vehicle markets. Founded in May 2021 by Dr Adrien Amigues, CEO, the
team of five are situated in Oxford and Nottingham and are led by Dr Amigues
and Dr Gareth Hartley (Principal Scientist). Dr Amigues was previously Head of
IP at Oxis Energy and played a significant role in securing the patents that
Gelion subsequently acquired from Johnson Matthey. OXLiD's share capital is
held between three shareholders consisting of: (i) Dr Adrien Amigues, founder
and CEO, who holds approximately 76.5%; (ii) with two further investors
holding 11.765% each following a capital raise that OXLiD completed at a
valuation of approximately £1.0 million in September 2022. In the year ended
May 2023, based on unaudited results, OXLiD achieved a profit before tax of
£80,000.
The addition of the team at OXLiD to the Company's existing development team
will provide additional expertise as the Company continues to develop at a
rapid pace. The Company has already more than tripled the capacity in test
cells by exploiting the information in the acquired technology package from
Johnson Matthey and with the Acquisition it aims to continue this momentum.
The Acquisition provides Gelion with a research and development hub in the UK
and expands the Company's IP portfolio, in addition to adding the expertise
necessary to more rapidly develop a set of products that are more energy
dense, cheaper to produce, made with less resource-intensive raw materials and
are safer to operate than traditional Lithium-ion cells. In addition, the
Acquisition provides Gelion with improved access to a research network across
the UK through OXLiD's network of existing relationships with UK academic
institutions. OXLiD is therefore a complementary acquisition to Gelion,
providing synergies across both companies' research programs and team.
The Company is currently pursuing two sulfur-based battery technologies,
lithium-sulfur and silicon-sulfur in order to unlock all mobile applications.
For both technologies, the Board believes this Acquisition will accelerate
Gelion's cathode development by enabling partner sampling and product
development. Particularly, the acquisition accelerates lithium-sulfur
development by increasing the stability of the lithium metal anode, considered
a key enabling technology (see figure). By leveraging this development Gelion
will aim to bringing ultra-high energy density batteries to technological
maturity and meet specifications to service the mass markets (EV, ESS). This
will complement the Company's local effort to commercialise silicon-sulfur.
As part of the £1.9 million Faraday Battery Challenge project which it is
currently leading, OXLiD recently demonstrated a new cathode material for
semi solid-state Li-S technology with highly competitive discharge capacities
above 1,500 mAh/g (compared with ~200 mAh/g typical for lithium-ion) and good
cyclability. Since then, OXLiD has been focusing to increase the scale of
production of the cathode material with the aim to test and demonstrate high
energy pouch cell (industry standard cell format) prototypes early next year.
OXLiD has also began work on developing a unique coating technology to
increase the performance of lithium metal anodes.
Further, the Acquisition of OXLiD includes an IP portfolio (five patent
applications) which the Board believe will increase the Group's ability to
exploit the Johnson Matthey and Oxis Energy IP portfolio accelerating the path
to product validation and commercialisation in the rapidly emerging LiS
market. OXLiD has filed five patent families in the last 24 months, to protect
advancements in technology developments. In addition, OXLiD also has an
exclusive option for a licence agreement with the University of Nottingham for
the use of catalysts to increase charge/discharge rates and has been granted
an exclusive development licence by the University of Oxford for the purpose
of developing cutting edge research around increasing cycle life in lithium
metal batteries.
The Board believes the Acquisition will establish Gelion in the UK and global
LiS markets. The Group will achieve a UK presence by establishing a lab at a
top UK university and build on OXLiD's relationships with LiSTAR (Lithium
Sulfur Technology Accelerator) participants, which is one of the ten Faraday
Institution projects aiming to place the UK at the forefront of battery
development. OXLiD has already secured over £1.4 million in grant funding
through the Faraday Battery Challenge and other programs and will further
benefit from additional funding and knowledge sharing within the UK ecosystem.
The areas of technology that OXLiD has been developing complements the work
that Gelion has been doing. The Company is progressing electrolytes that can
support multiple anode chemistries and additives to control polysulphide
shuttle (the main failure mechanism in traditional lithium-sulfur batteries),
with lithium anode technology, catalysts, and improved cell designs coming
from the Acquisition. The Group will leverage the partnership OXLiD has with a
European cell manufacturer to continue to demonstrate the technology in the
commercially relevant pouch cell formats throughout 2024.
The combination of these technologies and IP places Gelion in a strong
position. The Group is protected by a solid IP moat underpinned by leading
research conducted by sector leading scientists, as the Company strives toward
its goal of achieving performance leadership in LiS coupled with cost
effective chemistry, the completion of the Acquisition of OXLiD further seeks
to enhance this position.
Commercialisation milestones and progress
The Company is currently in the final selection phase for government funding
support in Australia, which if secured, would assist with the establishment of
an advanced commercial prototyping centre which the directors believe will
allow Gelion to make the shift from sample generation to commercial production
of cells for test and validation by potential partners. To date, while the
Company has received positive feedback on proposals submitted to the
Australian government, however no support is guaranteed at this stage.
Further to the above, the Company's silicon-sulfur technology, which the Board
is confident the Company can bring to market through a pilot programme in
2026, provides a path to a high gravimetric energy density in a comparatively
safe chemistry with the potential for long cycle life. Comparatively, the
Company's LiS technology which utilises a Lithium Metal anode also leads to
cells with ultra-high energy density. The Board believes that the acquisition
of OXLiD will support progression against these key battery performance
metrics against which the commercial viability of any battery technology is
evaluated. Gelion also completed the expansion of its Sydney research facility
in October 2023.
Use of proceeds
The expected application of funds raised in the Fundraising is summarised as
follows:
Source of Funds £M Use of Funds £M
Gross Proceeds from the Placing 1.87 OXLiD Acquisition(1) - cash on completion 1.25
Gross Proceeds from the Subscription 2.15 OXLiD Acquisition(1) - Deferred consideration 0.40
Gross Proceeds from the Retail Offer(2) 0.45 Additional Capex & Opex 1.35
Expansion of Li-S technology team 0.21
Zinc technology: new cathode feasibility assessment 0.21
Additional Working Capital(2) 0.45
Transaction costs (capital raise and acquisition related) 0.60
Total sources 4.47 Total use of funds available 4.47
(1) None of the proceeds of the EIS/VCT Shares will be utilised for the
Acquisition.
(2) Assuming full take up of the Retail Offer. The Gross Proceeds from the
Retail Offer will provide additional Working Capital to the Company.
Current trading and prospects
Based on its unaudited management accounts, the Company expects revenue
(R&D tax incentives) for the year ended 30 June 2023 to be £2.1 million,
ahead of current market expectations (£1.7 million), with an Adjusted EBITDA
loss(1) of approximately £5.9 million, again ahead of market expectations
(Adjusted EBITDA loss of £6.4 million). Net cash at 30 June 2023 was
marginally higher than expected at £7.3 million. Since March 2023, the
Company has also had a focus on cost management and has successfully taken
steps to reduce cash consumption by approximately £1.0 million on an
annualised basis. These cost savings, designed to optimise the Company's cost
base going forwards, were realised in non-core areas of expenditure, including
contractors, marketing and non-replacement of employees in certain functions.
The current financial year has started strongly, with the Company making good
progress made on the LiS cathode and electrolyte technology development. The
Company is also negotiating a joint development agreement with a targeted
silicon-based anode supplier. Subject to final agreement being achieved and
executed, the Company and the anticipated anode partner will then commence the
joint development of a high-performance lithium-silicon-sulfur cell to target
the global electric vehicle (EV), electric vertical-takeoff-and-landing
(eVTOL), drone markets, and subsequently, the stationary energy storage market
(ESS).
In August 2023, the Company also signed agreements with The University of
Sydney and Professor Yuan Chen for Gelion's Advanced Cathode Project, both of
which aid progression towards a commercially viable Zinc-based Energy Storage
Solution. The Company expects to provide an update encompassing the
feasibility analysis of its Gen5 Zinc Hybrid cell development in Q1 2024.
(1) Excludes non-recurring expenses such as net loss on sales of fixed assets,
transaction costs, listing and other associated costs and share based
payments.
Terms of the Acquisition
The Company has entered into the Acquisition Agreement with the Sellers
pursuant to which it has conditionally agreed to acquire the entire issued
share capital of OXLiD for a consideration of up to approximately £4.2
million. The Consideration will be satisfied by a cash payment of £1,250,000
on Completion and the issue of the Consideration Shares, with deferred
payments of up to £400,000 potentially payable by the Company over the period
of 24 months following Completion, subject to the Founder remaining employed
by the Group (subject to certain good leaver provisions).
The Acquisition Agreement is conditional upon, inter alia, the Placing
Agreement becoming unconditional in all respects (save for any conditions
relating to completion of the Acquisition or Admission becoming effective).
The Acquisition Agreement includes customary fundamental warranties relating
to title, capacity and insolvency matters given to the Company by the Sellers
subject to a cap on their liability, save in the case of fraud, equal to the
value of the consideration received. The Acquisition Agreement also includes
customary warranties in relation to OXLiD's business, assets and trading
("General Warranties") given to the Company by the Founder, subject to a cap
on his liability, save in the case of fraud, of £1. The Company has obtained
warranty and indemnity insurance in respect of the General Warranties with a
maximum sum insured of £4,000,000.
Pursuant to the Acquisition Agreement, the Founder has agreed to provide
non-compete covenants for a period of two years following Completion to
protect the goodwill of OXLiD.
The Sellers have agreed that they will not dispose of any Consideration Shares
for a period of 18 months from Admission and that any permitted disposal will
be effected through the Company's Nominated Adviser and Broker, Cavendish, and
in such manner as it shall direct to ensure an orderly market in the Company's
shares.
The terms of the Fundraising
The Placing
The Company has conditionally raised approximately £1.9 million (before
expenses) by way of a placing of 7,774,719 new Ordinary Shares at a price of
24 pence per share pursuant to the Placing Agreement. The Placing Shares have
been conditionally placed with institutional investors and certain existing
shareholders of the Company. The Placing is not being underwritten.
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM.
The Issue Price was determined having regard to market conditions at the time
the Placing Agreement was entered into. The closing mid-market price on AIM on
the trading day prior to the announcement of the Placing was 24.75 pence and
the Issue Price represents a 3.0 per cent. discount. The Directors believe
that the Issue Price is fair and reasonable insofar as Shareholders are
concerned.
The Company will require further share authorities to allot the Placing
Shares. Accordingly, the Placing is conditional, inter alia, upon the passing
of the Resolutions by Shareholders at the General Meeting. The Resolutions are
contained in the Notice of General Meeting at the end of this document.
The Placing is conditional, inter alia, on the following:
· the Resolutions being passed at the General Meeting;
· the Placing Agreement not having been terminated prior to
Admission and becoming unconditional in all respects;
· the Acquisition Agreement not having been terminated prior to
Admission and becoming unconditional in all respects; and
· Admission having become effective.
The Placing Agreement contains customary indemnities and warranties from the
Company in favour of Cavendish together with provisions which enable Cavendish
to terminate the Placing Agreement in certain circumstances, including
circumstances where any of the warranties are found to be untrue or inaccurate
in any material respect.
The Placing of the Placing Shares will be conducted in separate tranches to
assist relevant investors in the Placing to claim certain tax reliefs
available to EIS investors and VCTs.
The EIS/VCT Placing Shares will be offered to those investors seeking to claim
EIS Relief in relation to their subscription and to VCTs. General Placing
Shares will be offered to those investors who are neither seeking EIS Relief
nor are VCTs.
EIS and VCT investors should note that completion of the issue of the EIS/VCT
Placing Shares is not conditional upon General Admission and the issue of the
Non-Eligible Shares. EIS/VCT Admission is expected to occur at 8.00 a.m. on 28
November 2023 (or such later time and/or date as Cavendish and the Company may
agree, not being later than the Longstop Date). General Admission is expected
to occur at 8.00 a.m. on 29 November 2023 (or such later time and/or date as
Cavendish and the Company may agree, not being later than the Longstop Date).
The Placing Shares will be allotted and credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
on or after the date on which they are issued.
The Subscription
Under the Subscription, the Company has conditionally raised approximately
£2.1 million (before expenses) by way of the subscription of 8,952,070 new
Ordinary Shares at the Issue Price.
Each of the following Directors, namely Steve Mahon, Thomas Maschmeyer,
Joycelyn Morton, Michael Davie, John Wood and Amit Gupta have entered into
Subscription Agreements to participate in the Fundraising and subscribe for in
aggregate 1,666,665 General Subscription Shares. Further details of the
Directors' participation are set out below.
The Subscription will be conducted in separate tranches to assist relevant
investors in the Subscription to claim certain tax reliefs available to EIS
investors and VCTs.
The EIS/VCT Subscription Shares will be issued to those investors seeking to
claim EIS Relief in relation to their Subscription. General Subscription
Shares will be issued to those investors who are neither seeking EIS Relief
nor are VCTs.
EIS and VCT investors should note that completion of the issue of the EIS/VCT
Subscription Shares is not conditional upon General Admission and the issue of
the Non-Eligible Shares. EIS/VCT Admission is expected to occur at 8.00 a.m.
on 28 November 2023 (or such later time and/or date as Cavendish and the
Company may agree, not being later than the Longstop Date). General Admission
is expected to occur at 8.00 a.m. on 29 November 2023 (or such later time
and/or date as Cavendish and the Company may agree, not being later than the
Longstop Date).
Retail Offer
The Company values its Retail Shareholder base and believes that it is
appropriate to provide eligible Retail Investors in the United Kingdom and
Australia with the opportunity to participate in the Retail Offer.
The Company is therefore making the UK Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:
https://www.bookbuild.live/deals/6D70PQ/authorised-intermediaries
(https://www.bookbuild.live/deals/6D70PQ/authorised-intermediaries) .
Cavendish will be acting as UK retail offer coordinator in relation to this UK
Retail Offer (the "UK Retail Offer Coordinator").
Existing UK Retail Shareholders can contact their broker or wealth manager
("intermediary") to participate in the UK Retail Offer. In order to
participate in the UK Retail Offer, each intermediary must be on-boarded onto
the Bookbuild Platform, been approved by the UK Retail Offer Coordinator as an
intermediary in respect of the UK Retail Offer, and agree to the final terms
and terms and conditions of the UK Retail Offer, which regulate the conduct of
the Retail Offer on market standard terms and provide for the payment of
commission to any intermediary that elects to receive a commission and/or fee
(to the extent permitted by the FCA Handbook Rules) from the UK Retail Offer
Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
UK Retail Offer.
The UK Retail Offer will be open to eligible investors in the United Kingdom
at 8:00 a.m. on 9 November 2023. The UK Retail Offer is expected to close at
4:30 p.m. on 22 November 2023. Investors should note that financial
intermediaries may have earlier closing times. The UK Retail Offer may close
early if it is oversubscribed.
The UK Retail Offer will, at all times, only be made to, directed at and may
only be acted upon by those persons who are, Shareholders. To be eligible to
participate in the UK Retail Offer, applicants must meet the following
criteria before they can submit an order for Retail Shares: (i) be a customer
of one of the participating intermediaries listed on the above website; (ii)
be resident in the United Kingdom and (iii) be a Shareholder in the Company
(which may include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their Ordinary Shares directly or
indirectly through a participating intermediary). For the avoidance of doubt,
persons who only hold CFDs, Spreadbets and/or similar derivative instruments
in relation to Ordinary Shares are not eligible to participate in the UK
Retail Offer.
It is vital to note that once an application for Retail Shares has been made
and accepted via an intermediary, it cannot be withdrawn.
The UK Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (as amended from time to
time). The aggregate total consideration for the UK Retail Offer does not
exceed £300,000 (or the equivalent in Euros) and therefore the exemption from
the requirement to publish a prospectus, set out in section 86(1) FSMA, will
apply.
As set out above, a separate announcement has been made by the Company
regarding the UK Retail Offer and its terms.
The Australian Retail Offer will be open to eligible Retail Shareholders in
Australia at 7 p.m. (AEDT) on 9 November 2023 and is expected to close at 3:30
a.m. (AEDT) on 23 November 2023.
The Australian Retail Offer will, at all times, only be made to, directed at
and may only be acted upon by those persons who are, qualifying 'sophisticated
investor' Shareholders. To be eligible to participate in the Australian Retail
Offer, applicants must meet the following criteria: (i) be resident in
Australia; (ii) be a Shareholder on the Record Date (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their Ordinary Shares directly or indirectly through
a participating intermediary); and (iii) be a 'sophisticated investor' within
the meaning of section 708(8) of the Corporations Act 2001 (Cth) (the
"Corporations Act") or a 'professional investor' within the meaning of section
708(11) of the Corporations Act, or are otherwise a person who is able to be
offered the Retail Shares without disclosure under Chapter 6D of the
Corporations Act or contravention of any provision of the Corporations Act,
and will, on the request of the Company, promptly provide written evidence of
same.
The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.
Conditional on the Placing being completed and General Admission, up to
1,875,000 Retail Offer Shares will be issued pursuant to the Retail Offer at
the Issue Price to raise proceeds of up to £450,000 (before expenses). The
Retail Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares.
Participation of the Directors in the Fundraising
As outlined above, the Directors have agreed to subscribe for new Ordinary
Shares pursuant to the General Subscription. The number of new Ordinary Shares
to be subscribed for by each Director or existing substantial shareholder and
their resulting shareholdings upon General Admission are set out below:
Name Number of Existing Ordinary Shares Percentage of existing issued share capital Number of New Shares subscribed for Total number of Ordinary Shares held on General Admission Percentage of Enlarged Share Capital on General Admission*
Thomas Maschmeyer 16,775,948 15.47% 562,500 17,338,448 12.61%
Steve Mahon 1,513,615 1.40% 312,500 1,826,115 1.33%
Michael Davie 824,242 0.76% 208,333 1,032,575 0.75%
John Wood 48,000 0.04% 291,666 339,666 0.25%
Joycelyn Morton 121,572 0.11% 208,333 329,905 0.24%
Amit Gupta 15,000 0.01% 83,333 98,333 0.07%
*Assuming the Retail Offer is subscribed in full
Related party transactions
The issue of new Ordinary Shares to each of the Directors constitutes a
related party transaction pursuant to Rule 13 of the AIM Rules by virtue of
their status as Directors of the Company.
On the basis that all the Directors of the Company are participating in the
Subscription, the Company's nominated adviser, Cavendish Capital Markets
Limited, has considered the terms of the Directors' Participation and has
deemed that the terms of the subscription are fair and reasonable insofar as
the Shareholders are concerned.
General Meeting
You will find at the end of this document a notice convening the General
Meeting to be held at 10.00 a.m. on 27 November 2023 at the offices of
Cavendish at 1 Bartholomew Close, London EC1A 7BL to consider and, if thought
appropriate, pass resolutions to permit the directors of the Company to (i)
allot the Consideration Shares in connection with the Acquisition; and (ii)
allot Ordinary Shares up to an aggregate nominal amount of £18,603 for cash
on a non-pre-emptive basis in connection with the Fundraising.
Resolution 1 will be proposed as an ordinary resolution. For an ordinary
resolution to be passed, a simple majority of the votes cast must be in favour
of the resolution. The authority conferred by Resolution 1 will expire at the
conclusion of the next annual general meeting of the Company.
Resolution 2 will be proposed as a special resolution. For a special
resolution to be passed, at least three quarters of the votes cast must be in
favour of the resolution. The authority conferred by Resolution 2 will expire
at the conclusion of the next annual general meeting of the Company.
Action to be taken in respect of the General Meeting
You will not be able to vote during the meeting electronically. If you cannot
attend the meeting in person, please return a form of proxy in accordance with
the instructions set out herein to ensure your vote is counted.
A Form of Proxy for use in connection with the General Meeting is enclosed
with this document. Completion of a Form of Proxy will not preclude
Shareholders from attending the General Meeting and voting in person if they
so choose. Proxies may be appointed by either completing and returning the
enclosed Form of Proxy, or by:
· logging on to the share portal: www.signalshares.com and
following the instructions; or
· using the LinkVote+app - Link Group, the company's registrar, has
launched a shareholder app: LinkVote+, please refer to the procedures set out
in the notice; or
· in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out in the
notice; or
· if you are an institutional investor, you may be able to appoint
a proxy electronically via the Proxymity platform, a process which has been
agreed by the Company and approved by the Registrar, in accordance with the
procedures set out in the notice; or
· sending a hard copy form of proxy directly to the Company's
Registrars, Link Group, at Link Group, Central Square, 29 Wellington Street,
Leeds, LS1 4DL or to the Company at Gelion plc, PO Box 575, Alexandria 2015
NSW, Australia.
The attention of shareholders is drawn to the voting intentions of the
Directors set out below.
Recommendation
The Directors believe that the Fundraising and the Acquisition will promote
the success of the Company for the benefit of its Shareholders as a whole.
Accordingly they unanimously recommend you to vote in favour of the
Resolutions to be proposed at the General Meeting, as they intend to do in
respect of their own beneficial holdings, amounting to (in aggregate)
19,298,377 Ordinary Shares, representing 17.8 per cent. of the share capital
of the Company at the date of this document.
Shareholders are reminded that the Acquisition and the Fundraising are each
conditional, amongst other things, on the passing of the Resolutions to be
proposed at the General Meeting. Should the Resolutions not be passed, the
Acquisition and the Fundraising will not proceed.
Yours sincerely
Steve Mahon
Non-Executive Chair
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Announcement of the Fundraising and the Acquisition 9 November
Announcement of the results of the Placing 9 November
Publication of the Circular 10 November
Announcement of the results of the Retail Offer 22 November
Latest time and date for receipt of Forms of Proxy and CREST proxy 11.00 a.m. on 23 November
instructions
General Meeting 10.00 a.m. on 27 November
Announcement of the result of General Meeting 27 November
Admission of the EIS/VCT Shares to trading on AIM and commencement of dealings 8.00 a.m. on 28 November
CREST accounts to be credited for EIS/VCT Shares to be held in uncertificated 28 November
form
Admission of the Non-Eligible Shares to trading on AIM and commencement of 8.00 a.m. on 29 November
dealings
CREST accounts to be credited for Non-Eligible Shares to be held in 29 November
uncertificated form
Dispatch of definitive share certificates for New Shares to be held in within 10 working days of applicable Admission
certificated form
The Company and Cavendish reserve the right to alter the dates and times
referred to above. If any of the dates and times referred to above are altered
by the Company, the revised dates and times will be announced through a
Regulatory Information Service without delay.
All references to time in this document are to London time, unless otherwise
stated.
All events listed in the above timetable following the General Meeting are
conditional on the passing of the Resolutions at the General Meeting.
FUNDRAISING AND ACQUISITION STATISTICS
Issue Price 24 pence
Number of Ordinary Shares in issue at the date of this announcement 108,407,750
Number of Placing Shares 7,774,719
Number of Subscription Shares 8,952,070
Number of Retail Shares Up to 1,875,000
Number of Consideration Shares 10,508,582
Number of New Shares((i)(ii)) 29,110,371
Number of Ordinary Shares in issue immediately following General 137,518,121
Admission((i)(ii))
Percentage of the Enlarged Share Capital represented by the New 21.2 per cent.
Shares((i)(ii))
Percentage of the Enlarged Share Capital represented by the Consideration 7.6 per cent.
Shares((i)(ii))
Gross Proceeds of the Placing £1.9 million
Gross Proceeds of the Subscription £2.1 million
Gross Proceeds of the Retail Offer((ii)) £450,000
Estimated cash proceeds of the Fundraising receivable by the Company (net of £3.9 million
expenses)((ii))
(i) Assumes that all of the Placing Shares are issued and that
(save for the New Shares) no other Ordinary Shares are issued following the
date of this document prior to Admission.
(ii) Assuming full take up of the Retail Offer and Transaction costs
of approximately £0.6m.
DEFINITIONS
The following definitions apply throughout this document, unless the context
otherwise requires:
"Acquisition" the proposed acquisition by the Company of the entire issued share capital of
OXLiD pursuant to the Acquisition Agreement
"Acquisition Agreement" the conditional agreement dated 8 November 2023 between the Company and the
Sellers relating to the Acquisition
"Admission" EIS/VCT Admission and/or General Admission (as the case may be)
"AIM" the market of that name operated by London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London Stock Exchange from time to
time
"Australian Retail Investors" or "Australian Retail Shareholders" qualifying Shareholders at the Record Date who are resident in Australia
"Australian Retail Offer" the conditional offer of Retail Shares at the Issue Price to be made by the
Company to Australian Retail Shareholders
"Board" the board of directors of the Company
"Bookbuild" or "Bookbuild Platform" the online platform through which the UK Retail Offer is being conducted
"Cavendish" Cavendish Capital Markets Limited, Nominated Adviser and Broker to the Company
"certificated" or "in certificated form" refers to an Ordinary Share which is not in uncertificated form (that is, not
in CREST)
"Companies Act" the Companies Act 2006, as amended
"Company" or "Gelion" Gelion plc (incorporated and registered in England and Wales with registered
number 09796512) whose registered office is C/O Armstrong, Level 4 Ldn:W, 3
Noble Street, London EC2V 7EE
"Completion" completion of the Acquisition pursuant to the terms of the Acquisition
Agreement
"Consideration Shares" the 10,508,582 Ordinary Shares proposed to be issued to the Sellers pursuant
to the terms of the Acquisition Agreement as part consideration for the
Acquisition
"CREST" the computerised settlement system operated by Euroclear which facilitates the
transferring of title to shares in uncertificated form
"Directors" the directors of the Company being: Steve Mahon, Thomas Maschmeyer, John Wood,
Joycelyn Morton, Amit Gupta and Michael Davie
"EIS/VCT Admission" admission of the EIS/VCT Shares to trading on AIM becoming effective in
accordance with the AIM Rules
"EIS/VCT Placing" the placing by Cavendish on behalf of the Company of the EIS/VCT Placing
Shares at the Issue Price pursuant to the terms of the Placing Agreement
"EIS/VCT Placing Shares" the 1,399,719 new Ordinary Shares to be issued pursuant to the EIS/VCT Placing
"EIS/VCT Shares" together, the EIS/VCT Placing Shares and the EIS/VCT Subscription Shares
"EIS/VCT Subscription" the conditional subscriptions by the Subscribers for the EIS/VCT Subscription
Shares at the Issue Price made on the terms and subject to the conditions set
out in the Subscription Agreements
"EIS/VCT Subscription Shares" the 6,347,905 new Ordinary Shares to be issued pursuant to the EIS/VCT
Subscription
"Enlarged Share Capital" the 137,518,121 Ordinary Shares in issue immediately following General
Admission (assuming full take up of the Retail Offer)
"Enterprise Investment Scheme" or "EIS" the Enterprise Investment Scheme whose rules are contained in Part 5 of the
Income Tax Act 2007 (income tax) and sections 150A to 150C of, and Schedule 5B
to, the Taxation and Chargeable Gains Act 1992 (capital gains tax)
"Euroclear" Euroclear UK & International Limited
"Existing Ordinary Shares" the 108,407,750 issued Ordinary Shares of the Company as at the date of this
document
"FCA" Financial Conduct Authority
"Form of Proxy" the form of proxy for use at the General Meeting and enclosed with this
document
"Founder" Dr. Adrien Amigues
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" together, the Placing, the Subscription and the Retail Offer
"General Admission" admission of the Non-Eligible Shares, to trading on AIM becoming effective in
accordance with the AIM Rules
"General Meeting" the general meeting of the Company to be held at 10.00 a.m. on 27 November
2023 at the offices of Cavendish at 1 Bartholomew Close, London EC1A 7BL,
notice of which is set out at the end of this document
"General Placing" the placing by Cavendish on behalf of the Company of the General Placing
Shares at the Issue Price pursuant to the terms of the Placing Agreement
"General Placing Shares" the 6,375,000 Ordinary Shares to be issued pursuant to the Placing (excluding
the EIS/VCT Placing Shares)
"General Subscription" the conditional subscriptions by the Subscribers for the General Subscription
Shares at the Issue Price made on the terms and subject to the conditions set
out in the Subscription Agreements
"General Subscription Shares" the 2,604,166 Ordinary Shares to be issued pursuant to the Subscription
(excluding the EIS/VCT Subscription Shares)
"Group" the Company and its subsidiary undertakings (as defined in the Companies Act)
as at the date of this document
"Issue Price" 24 pence per New Share
"LiSTAR" Lithium Sulfur Technology Accelerator
"London Stock Exchange" London Stock Exchange plc
"Longstop Date" 8.00 a.m. on 31 December 2023
"MAR" the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law
of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as
amended from time to time)
"New Shares" together, the Placing Shares, Subscription Shares, Retail Shares and the
Consideration Shares
"Non-Eligible Shares" the General Placing Shares, the General Subscription Shares, the Retail Shares
and the Consideration Shares
"Notice of General Meeting" the notice convening the General Meeting set out at the end of this document
"Official List" the official list of the FCA
"Ordinary Shares" the ordinary shares of £0.001 each in the capital of the Company
"OXLiD" OXLiD Ltd, (incorporated and registered in England and Wales with registered
number 13388699) whose registered office is 2 Edith Road, Oxford, England OX1
4QA
"PDMR" person discharging managerial responsibility for the purposes of MAR
"Placing" the EIS/VCT Placing and/or the General Placing (as the case may be)
"Placing Agreement" the conditional agreement dated 9 November 2023 between the Company and
Cavendish relating to the Placing and the Retail Offer
"Placing Shares" the EIS/VCT Placing Shares and the General Placing Shares;
"Record Date" 6.00 p.m. on 8 November 2023 (or such other time and date as the Directors may
determine)
"Registrars" or "Share Registrars" Link Group of Central Square, 29 Wellington Street, Leeds LS1 4DL
"Regulatory Information Service" has the meaning given to it in the AIM Rules
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting
"Retail Investors" or "Retail Shareholders" Australian Retail Investors and UK Retail Investors
"Retail Offer" the Australian Retail Offer and the UK Retail Offer
"Retail Offer Intermediaries Agreements" the Retail Offer terms and conditions and the final terms which together set
out the terms and conditions upon which each intermediary agrees to make the
UK Retail Offer available to UK Retail Investors
"Retail Shares" the up to 1,875,000 Ordinary Shares to be issued pursuant to the Retail Offer
"Sellers" the Founder, Electric Revolution Ventures 1 LLP and Oxford Science Enterprises
plc
"Shareholders" registered holders of Ordinary Shares
"SOLBAT" The Faraday Institute's solid state metal anode batteries research project,
www.solbat-faraday.org
"Subscribers" those persons who have agreed to subscribe for the Subscription Shares at the
Issue Price pursuant to the Subscription Agreements
"Subscription" the EIS/VCT Subscription and/or the General Subscription (as the case may be)
"Subscription Agreements" the conditional agreements each dated on or about 8 November 2023 entered into
between the Company and each of the Subscribers, relating to the Subscription
"Subscription Shares" the EIS/VCT Subscription Shares and the General Subscription Shares
"UK Retail Offer" the conditional offer of Retail Shares at the Issue Price to UK Retail
Investors through intermediaries via the Bookbuild Platform pursuant to the
Retail Offer Intermediaries Agreements
"UK Retail Investors" or "UK Retail Shareholders" existing Shareholders who are resident in the United Kingdom and are a
customer of an intermediary who agrees to conditionally subscribe for Retail
Shares in the UK Retail Offer
"uncertificated" or "in uncertificated form" recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories, or possessions, and any state
of the United States of America, the District of Columbia and all areas
subject to its jurisdiction, or any political subdivision thereof
"VCT" or "Venture Capital Trust" a company which is, or which is seeking to become, approved as a venture
capital trust under the provisions of Part 6 of the ITA
IMPORTANT NOTICES
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 public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, 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 U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities laws of
Australia, Canada, 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, South Africa or Japan (as the case may be).
No public offering of the Placing Shares is being made in Australia, Canada,
South Africa or Japan or elsewhere.
No action has been taken by the Company or Cavendish or any of their
respective affiliates, or any of its or their respective directors, officers,
partners, employees, advisers 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 Cavendish 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.
Cavendish Capital Markets Limited, which is authorised and regulated by
the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as
nominated adviser, sole broker and sole bookrunner exclusively for the Company
and no one else in connection with the Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the Placing and will not be responsible to anyone other than the
Company in connection with the Placing or for providing the protections
afforded to their clients or for giving advice in relation to the Placing or
any other matter referred to in this Announcement. The responsibilities of
Cavendish, as nominated adviser, are owed solely to London Stock Exchange
plc and are not owed to the Company or to any director or any other person
and accordingly no duty of care is accepted in relation to them. No
representation or warranty, express or implied, is made by Cavendish as to,
and no liability whatsoever is accepted by Cavendish in respect of, any of the
contents of this Announcement (without limiting the statutory rights of any
person to whom this Announcement is issued).
This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Cavendish (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and Markets Act
2000, as amended ("FSMA") or the regulatory regime established thereunder)
and/or by any of its affiliates and/or any of its Representatives as to, or in
relation to, the accuracy, adequacy, fairness or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or their respective advisers or any
other statement made or purported to be made by or on behalf of Cavendish
and/or any of its affiliates and/or by any of its Representatives in
connection with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or otherwise
therefor is expressly disclaimed. No representation or warranty, express or
implied, is made by Cavendish and/or any of its affiliates and/or any of its
Representatives as to the accuracy, fairness, verification, completeness or
sufficiency of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial periods would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to produce a prospectus.
This Announcement is being distributed and communicated to persons in the
United Kingdom only in circumstances in which section 21(1) of FSMA does not
apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendix) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in the Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix to this Announcement.
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.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND CONDITIONS") ARE FOR
INFORMATION ONLY AND 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
THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, WHO (A) FALL WITHIN
ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B)
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA,
"QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE
TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH
ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE 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 DOCUMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES. 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 UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO 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 THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Terms and Conditions 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, Cavendish 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 the Terms and
Conditions 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 these Terms and Conditions come are
required by the Company and Cavendish to inform themselves about and to
observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only
and do 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), 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.
In the United Kingdom, the Terms and Conditions are being directed solely at
persons in circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA") 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 these Terms and Conditions, the Announcement or the Circular. 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 for 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 in which such
offer, sale, re-sale or delivery would be unlawful.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements Chapter 3 of
the FCA Handbook Product 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 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 (as defined below)); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "UK Target Market Assessment"). Notwithstanding the UK 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 UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, Cavendish will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK Target Market
Assessment does not constitute an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct
of Business Sourcebook, or 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.
EU Product Governance Requirements
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"); 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
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 "EU Target Market Assessment"). Notwithstanding the EU 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 EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Cavendish will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the EU Target Market
Assessment does not constitute an assessment of suitability or appropriateness
for the purposes of MiFID II, or 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.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of the Terms
and Conditions (or any part of them) should seek appropriate advice before
taking any action.
The Terms and Conditions should be read in their entirety.
Introduction
These Terms and Conditions apply to persons making an offer to acquire Placing
Shares under the Placing. Each Placee which confirms its agreement to
Cavendish to subscribe for Placing Shares under the Placing hereby agrees with
Cavendish and the Company that it will be bound by these Terms and Conditions
and will be deemed to have accepted them.
The Company and Cavendish may require any Placee to agree to such further
terms and/or conditions and/or give such additional warranties and/or
representations as they (in their absolute discretion) see fit and/or may
require any such Placee to execute a separate placing letter.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation or (ii) email
correspondence, in either case between representatives of Cavendish and the
relevant Placee (a "Recorded Commitment")), each Placee will be deemed to have
read and understood these Terms and Conditions in their entirety, to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in these Terms and Conditions, and to be irrevocably
offering to participate and acquire Placing Shares on these Terms and
Conditions. Such offer shall be deemed to be accepted, and a Placee shall
become bound to acquire Placing Shares, when Cavendish confirms to such Placee
its allocation of Placing Shares. Upon being notified of its allocation of
Placing Shares, a Placee shall be contractually committed to acquire the
number of Placing Shares allocated to it at the Issue Price.
Each Placee irrevocably represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Company and Cavendish that:
1. it is a Relevant Person and that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in these Terms and Conditions;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and agrees to
comply with the resale and transfer restrictions set out in these Terms and
Conditions; and
4. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and any account
referred to in paragraph 2 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or
other offering document has been or will be submitted to be approved by (i)
the Financial Conduct Authority ("FCA") or (ii) any competent authority of any
Relevant Member State, in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly announced through
a Regulatory Information Service (as defined in the AIM Rules for Companies
(the "AIM Rules")) by or on behalf of the Company on or prior to the date of
these Terms and Conditions (the "Publicly Available Information") and subject
to any further terms set forth in writing in any contract note sent to an
individual Placee.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Cavendish or the Company or any other person and none of
Cavendish, the Company nor any other person acting on such person's behalf nor
any of their respective affiliates has or shall have any liability for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. 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. No Placee should consider any information in this Announcement or
these Terms and Conditions to be legal, tax, business or other advice.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cavendish has entered into the Placing Agreement with the Company under which,
on the terms and subject to the conditions set out in the Placing Agreement,
Cavendish, as agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares at the Issue
Price. The Placing is not being underwritten by Cavendish.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid in respect of such Ordinary Shares after the date of issue of the
Placing Shares.
Application for admission to trading
Application(s) will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that First Admission will take place on the First Admission
Date and that dealings in the EIS/VCT Placing Shares on AIM will commence at
the same time.
It is expected that Second Admission will take place on the Second Admission
Date and that dealings in the Non-Eligible Placing Shares on AIM will commence
at the same time.
Principal terms of the Placing
1. Cavendish is acting as nominated adviser, broker and
bookrunner to the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing is by invitation only and will
only be available to persons who may lawfully be, and are, invited by
Cavendish to participate. Cavendish and any of its affiliates are entitled
to participate in the Placing as principal.
3. Each Placee's allocation will be confirmed to Placees
orally, or in writing (which can include email), by Cavendish and a trade
confirmation or contract note will be dispatched as soon as possible
thereafter. Cavendish's oral or written confirmation will give rise to an
irrevocable, legally binding commitment by that Placee, in favour of Cavendish
and the Company, under which it agrees to acquire by subscription the number
of Placing Shares allocated to it at the Issue Price and otherwise on these
Terms and Conditions. Except with the consent of Cavendish, such commitment
will not be capable of variation or revocation.
4. The Issue Price is payable to Cavendish (as agent for the
Company) by all Placees.
5. Each Placee's allocation and whether such Placee
participates in the Placing will be determined by Cavendish in its reasonable
discretion following consultation with the Company and will be confirmed by
Cavendish.
6. Each Placee's commitment will be confirmed in and evidenced
by a Recorded Commitment. These Terms and Conditions will be deemed
incorporated into the contract which is entered into by way of a Recorded
Commitment and will be legally binding on the relevant Placee(s) on behalf of
whom the commitment is made with effect from the end of the Recorded
Commitment and, except with Cavendish's prior written consent, will not be
capable of variation or revocation after such time. Without prejudice to the
foregoing, a contract note recording each Placee's commitment will be sent to
them following the Recorded Commitment. These Terms and Conditions shall be
deemed incorporated into any such contract note.
7. Each Placee will confirm the maximum number of Placing
Shares it is willing to acquire in a Recorded Commitment. Once they have made
a Recorded Commitment, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Cavendish (as agent for the
Company), to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Issue Price and the number of Placing Shares such Placee
has agreed to acquire.
8. Cavendish reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the Placing is
oversubscribed. Cavendish also reserves the right not to accept offers to
subscribe for Placing Shares or to accept such offers in part rather than in
whole. The acceptance and, if applicable, scaling back of offers shall be at
the absolute discretion of Cavendish.
9. Any Placees who are existing shareholders of the Company
undertake that they shall vote in favour of each of the Resolutions to be
proposed at the General Meeting.
10. Except as required by law or regulation, no press release or
other announcement will be made by Cavendish 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.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all EIS/VCT Placing
Shares to be acquired pursuant to the Placing will be required to be made at
the same time and settlement for all Non-Eligible Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same time,
in each case on the basis explained below under "Registration and settlement".
12. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and applicable FCA
rules, neither:
(a) Cavendish;
(b) any of its affiliates, agents, advisers, directors,
officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with Cavendish as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Cavendish),
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Cavendish nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of Cavendish's conduct of the Placing or
of such alternative method of effecting the Placing as Cavendish and the
Company may agree.
Registration and settlement
By participating in the Placing, each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment is completed
as directed by Cavendish in accordance with either the standing CREST or
certificated settlement instructions which they have in place with Cavendish.
Settlement of transactions in the EIS/VCT Placing Shares following First
Admission will take place within the CREST system, subject to certain
exceptions. Settlement through CREST will be on a delivery versus payment
basis ("DVP") unless otherwise notified by Cavendish and is expected to occur
on the First Admission Settlement Date.
Settlement of transactions in the Non-Eligible Placing Shares following Second
Admission will take place within the CREST system, subject to certain
exceptions. Settlement through CREST will be on a DVP basis unless otherwise
notified by Cavendish and is expected to occur on the Second Settlement Date.
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 Cavendish may agree that the Placing Shares (or any of them)
should be issued in certificated form. Cavendish reserves the right to
require settlement for any of the Placing Shares, and to deliver any of the
Placing Shares to any Placees, by such other means as they deem necessary if
delivery or settlement to any Placee is not practicable within the CREST
system or would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on or
before the due date in accordance with the arrangements set out above, in
respect of either CREST or certificated deliveries, at the rate of 3
percentage points above prevailing base rate of Barclays Bank plc as
determined by Cavendish.
Each Placee is deemed to agree that if it does not comply with these
obligations, Cavendish may sell any or all of their Placing Shares on their
behalf and retain from the proceeds, for Cavendish's own account and benefit,
an amount equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any shortfall below
the Issue Price and for any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of its Placing
Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, any relevant contract note 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 United Kingdom
stamp duty or stamp duty reserve tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Cavendish under the Placing Agreement are, and the Placing
of the EIS/VCT Placing Shares is, conditional upon, inter alia:
(a) the Resolutions being passed at the General Meeting;
(b) the warranties and undertakings contained in the Placing
Agreement ("Warranties") being, in all material respects, true, accurate and
not misleading when made on the date of the Placing Agreement and at First
Admission by reference to the facts and circumstances subsisting at that time;
(c) Cavendish not having exercised its right to terminate the
Placing Agreement; and
(d) First Admission having become effective on the First
Admission Date.
Once First Admission has occurred, no party to the Placing Agreement shall be
able to terminate any part of the Placing Agreement which relates to First
Admission and/or the placing, allotment or issue of the EIS/VCT Placing
Shares.
The obligations of Cavendish under the Placing Agreement are, and the Placing
of the Non-Eligible Placing Shares is, conditional upon, inter alia:
(a) First Admission having become effective on the First
Admission Date;
(b) the Warranties being true, accurate and not misleading, in
all material respects, when made on the date of the Placing Agreement and at
Second Admission by reference to the facts and circumstances subsisting at
that time;
(c) Cavendish not having exercised its right to terminate the
Placing Agreement; and
(d) Second Admission having become effective on the Second
Admission Date.
All conditions to the obligations of Cavendish included in the Placing
Agreement are together referred to in these Terms and Conditions as the
"conditions".
If any of the conditions is not fulfilled or, where permitted, waived in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and Cavendish may agree), or the Placing
Agreement is terminated in accordance with its terms, the Placing (or such
part of it as may then remain to be completed) will lapse and the Placee's
rights and obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
Cavendish may, in its absolute discretion and upon such terms as it thinks
fit, waive fulfilment of all or any of the conditions in the Placing Agreement
which are capable of waiver, in whole or in part, or extend the time provided
for fulfilment of one or more conditions, save that certain conditions
(including as regards the EIS/VCT Placing Shares, the condition relating to
First Admission referred to in paragraph (d) above, and as regards the
Non-Eligible Placing Shares, the condition relating to Second Admission
referred to in paragraph (d) above) may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in these Terms and
Conditions.
Cavendish may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither of Cavendish nor any of its affiliates, agents, advisers, directors,
officers or employees nor the Company 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 any of them 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 (or any part thereof) nor for any decision any of them may make as to
the satisfaction of any condition or in respect of the Placing generally (or
any part thereof) and by participating in the Placing each Placee agrees that
any such decision is within the absolute discretion of Cavendish.
Termination of the Placing
Cavendish may, in its absolute discretion, by notice to the Company, terminate
the Placing Agreement at any time up to Second Admission if, inter alia:
(a) any statement contained in the Announcement, the investor
presentation relating to the Fundraising or the Circular (the "Placing
Documents") has become untrue, incorrect or misleading in any material respect
or any matter has arisen which would, if the Placing Documents were issued at
that time, constitute a material omission from the Placing Documents or any of
them;
(b) any of the Warranties was untrue, inaccurate or misleading
in any material respect when made and/or that any of the Warranties has ceased
to be true or accurate or has become misleading in any material respect at any
time prior to Second Admission, in each case by reference to the facts and
circumstances subsisting at that time;
(c) any matter has arisen giving an entitlement on the part of
any indemnified person to make a claim under the indemnity contained in the
Placing Agreement;
(d) the Company has not complied or cannot comply with any of
its obligations under the Placing Agreement or otherwise relating to the
Placing and Admission (to the extent that such obligations fall to be complied
with prior to Second Admission); or
(e) there has been a force majeure event which in the opinion of
Cavendish, is, will or may be materially prejudicial to the Company or to the
successful outcome of the Placing.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in these Terms and Conditions shall cease and terminate at such time and no
claim can be made by any Placee in respect thereof.
Notwithstanding any other provision of the Placing Agreement, once First
Admission has occurred no party to the Placing Agreement shall be able to
terminate any part of the Placing Agreement which relates to First Admission
and/or the placing, allotment or issue of the EIS/VCT Placing Shares.
By participating in the Placing, each Placee agrees with the Company and
Cavendish that the exercise by the Company or Cavendish of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or Cavendish or for
agreement between the Company and Cavendish (as the case may be) and that
neither the Company nor Cavendish need make any reference to such Placee and
that none of the Company, Cavendish nor any of their respective affiliates,
agents, advisers, directors, officers or employees shall have any liability to
such Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By agreeing with Cavendish as agent of the Company to subscribe for Placing
Shares under the Placing, a Placee (and any person acting on a Placee's
behalf) will irrevocably acknowledge and confirm and warrant and undertake to,
and agree with, each of the Company and Cavendish, in each case as a
fundamental term of such Placee's application for Placing Shares and of the
Company's obligation to allot and/or issue any Placing Shares to it or at its
direction, that its rights and obligations in respect of the Placing (or any
part of it) will terminate only in the circumstances described above and under
the "Conditions of the Placing" section above and will not be capable of
rescission or termination by it in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and
agrees (for itself and for any such prospective Placee) that (save where
Cavendish expressly agrees in writing to the contrary):
1. it has read and understood these Terms and Conditions in
their entirety and that its acquisition of the Placing Shares is subject to
and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and that 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 and the Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus or other
offering document:
(a) is required under any applicable law; and
(b) has been or will be prepared in connection with the Placing,
and, in particular, that the Subscription and Retail Offer referred to in the
Announcement and the Circular relating thereto are separate from the Placing
and do not form part of any offer or agreement concerning the Placing and/or
any Placing Shares;
3. the Ordinary Shares are admitted to trading on AIM, and
that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "MAR")), 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 it 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;
4. it has made its own assessment of the Placing Shares and
the terms of the Placing and has relied on its own investigation of the
business, financial position and other aspects of the Company in accepting a
participation in the Placing and neither Cavendish nor the Company nor any of
their respective affiliates, agents, advisers, directors, officers or
employees nor any person acting on behalf of any of them has provided, and
will not provide, it with any material regarding the Placing Shares or the
Company or any other person other than the information in the Announcement and
these Terms and Conditions or the Publicly Available Information; nor has it
requested Cavendish, the Company, any of their respective affiliates, agents,
advisers, directors, employees or officers or any person acting on behalf of
any of them to provide it with any such information;
5. neither Cavendish nor any person acting on behalf of it nor
any of their respective affiliates, agents, directors, officers or employees
has or shall have any liability for any Publicly Available Information, or any
representation relating to the Company, provided that nothing in the Terms and
Conditions excludes the liability of any person for any fraudulent
misrepresentation made by that person;
6.
(a) the only information which it is entitled to rely on and on
which it has relied in committing to acquire the Placing Shares is contained
in this Announcement and the Publicly Available Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement and the
Publicly Available Information;
(b) neither Cavendish nor any of its affiliates, agents,
directors, officers or employees have made any representation or warranty to
it, express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the Placing
Documents or the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the information is still
current and relied on that investigation for the purposes of its decision to
participate in the Placing; and
(d) it has not relied on any investigation that Cavendish or any
person acting on its behalf may have conducted with respect to the Company,
the Placing or the Placing Shares;
7. the content of the Announcement and the other Publicly
Available Information as well as any information made available (in written or
oral form) in presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") has been prepared by and is
exclusively the responsibility of the Company and that neither Cavendish nor
any persons acting on its behalf is responsible for or has or shall have any
liability for any such Information, representation, warranty or statement
relating to the Company contained therein nor will they be liable for any
Placee's decision to participate in the Placing based on any Information or
any representation, warranty or statement contained therein or otherwise.
Nothing in these Terms and Conditions shall exclude any liability of any
person for fraudulent misrepresentation;
8. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges and agrees that it will pay
the total subscription amount in accordance with these Terms and Conditions by
the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other Placees or sold at such price as Cavendish
determines;
9. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in these Terms and Conditions) under those laws or otherwise
and complied with all necessary formalities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its acquisition of Placing Shares;
10. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of the
Prospectus Regulation and Regulation 5(1) of the UK Prospectus Regulation:
(a) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale in circumstances where either the Prospectus Regulation or the
UK Prospectus Regulation applies to, persons in any Relevant Member State or
in the UK other than Qualified Investors (as defined under the Prospectus
Regulation or the UK Prospectus Regulation respectively) in circumstances in
which the prior consent of Cavendish has not been given to the offer or
resale; or
(b) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or in the UK other than EU or UK
Qualified Investors (as defined under the Prospectus Regulation or the UK
Prospectus Regulation respectively), the offer of those Placing Shares to it
is not treated under the Prospectus Regulation or the EU Prospectus Regulation
as having been made to such persons;
11. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a resident
of, or have an address in, or be subject to the laws of, Australia, Canada,
the Republic of South Africa or Japan, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or otherwise qualified
under the securities legislation of Australia, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
12. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act;
13. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be offered, sold
or resold in or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
14. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
15. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the
Securities Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and all other applicable jurisdictions;
16. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
17. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated, definitive
form and acknowledges and agrees that the Placing Shares will, to the extent
they are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company and Cavendish:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN, INTO
OR FROM THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S
SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY
ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO
THE FOREGOING RESTRICTIONS";
18. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those terms are
defined in the Securities Act) or any "directed selling efforts" (as such term
is defined in Regulation S under the Securities Act);
19. it will not distribute, forward, transfer or otherwise
transmit these Terms and Conditions and/or the Announcement or any part of
them, or any other presentational or other materials concerning the Placing in
or into or from the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
20. none of Cavendish, its affiliates or any person acting on
behalf of any of them is making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the basis that it
is not and will not be a client of Cavendish and that Cavendish has no duties
or responsibilities to it for providing the protections afforded to its
clients 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 its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
21. it will make payment to Cavendish for the Placing Shares
allocated to it in accordance with these Terms and Conditions on or by the
specified time (being the First Admission Settlement Date in respect of any
EIS/VCT Placing Shares and the Second Admission Settlement Date as regards any
Non-Eligible Placing Shares), failing which the relevant Placing Shares may be
placed with others on such terms as Cavendish determines in its absolute
discretion without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant to the terms
set out or referred to in these Terms and Conditions) which may arise upon the
sale of such Placee's Placing Shares on its behalf;
22. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that Cavendish may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
23. no action has been or will be taken by any of the Company,
Cavendish or any person acting on behalf of the Company or Cavendish that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such action for that
purpose is required;
24. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
25. neither of Cavendish or the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax payable on the
acquisition of the Placing Shares. Each Placee and any person acting on
behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing
and agrees to indemnify the Company and Cavendish in respect of the same on
the basis that the Placing Shares will be allotted to a CREST stock account of
Cavendish or transferred to a CREST stock account of Cavendish who will hold
them as nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions with it;
26. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it, or the person
specified by it for registration as holder of Placing Shares, is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
27. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
28. as far as it is aware it is not acting in concert (within
the meaning given in The City Code on Takeovers and Mergers) with any other
person in relation to the Company, save as previously disclosed to Cavendish;
29. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article 19(5) and/or
49(2) of the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
30. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom 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 and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA;
31. it has only communicated or caused to be communicated and it
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 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 neither these Terms and Conditions
nor the Announcement has not been approved by Cavendish 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
financial promotion by an authorised person;
32. it has complied and it will comply with all applicable laws
in any jurisdiction with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the United
Kingdom);
33. the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, any person save in circumstances in
which the express prior written consent of Cavendish has been given to the
offer or resale;
34. if it has received any inside information (for the purposes
of the MAR and/or section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the
Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
35. neither of Cavendish, the Company nor any of their
respective affiliates, agents, advisers, directors, officers or employees nor
any person acting on behalf of Cavendish or its affiliates, agents, advisers,
directors, officers or employees nor any person acting on behalf of any of
them is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing nor providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements, undertakings, or
indemnities contained in the Placing Agreement nor the exercise or performance
of any of Cavendish's rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination right;
36. Cavendish and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell or otherwise
deal for its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in the Announcement and/or
these Terms and Conditions to the Placing Shares being offered, subscribed,
acquired or otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, Cavendish and/or any of its
affiliates acting as an investor for its or their own account(s). Neither of
Cavendish nor the Company intend to disclose the extent of any such investment
or transaction otherwise than in accordance with any legal or regulatory
obligation to do so;
37. it:
(a) has complied, and will comply, with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;
(b) is not a person:
(i) with whom transactions are prohibited under the US 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;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(all such statutes, rules and regulations referred to in this paragraph 37
together, the "Regulations") and if making payment on behalf of a third party,
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and it 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 Cavendish such evidence, if any, as to the identity or location or
legal status of any person which they may request from it in connection with
the Placing (for the purpose of complying with the Regulations or ascertaining
the nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by Cavendish on the
basis that any failure by it to do so may result in the number of Placing
Shares that are to be acquired by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Cavendish may decide at
its discretion;
38. in order to ensure compliance with the Regulations,
Cavendish (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to Cavendish or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Cavendish's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Cavendish's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity Cavendish (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either Cavendish and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were originally
debited;
39. its commitment to acquire Placing Shares on the Terms and
Conditions will continue notwithstanding any amendment that may in future be
made to the terms and conditions 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 or Cavendish's conduct of the Placing;
40. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is 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 affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
41. it irrevocably appoints any duly authorised officer of
Cavendish as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares which it agrees
to acquire upon the these Terms and Conditions;
42. the Company, Cavendish and others (including each of their
respective affiliates, agents, advisers, directors, officers and employees)
will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements, which are given to Cavendish on
its own behalf and on behalf of the Company and are irrevocable;
43. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, it is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
44. time is of the essence as regards its obligations under
these Terms and Conditions;
45. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to Cavendish;
46. the Placing Shares will be issued subject to these Terms and
Conditions; and
47. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or of which they
otherwise validly form a part and/or any agreements entered into pursuant to
these Terms and Conditions and all agreements to acquire Placing Shares
pursuant to the Placing will be governed by and construed in accordance with
English law and it submits to the exclusive jurisdiction of the English courts
in relation to any claim, dispute (contractual or otherwise) or matter arising
out of or in connection with such contract except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares (together
with interest chargeable thereon) may be taken by the Company or Cavendish 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each
of their respective affiliates, agents, directors, officers and employees
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
given by the Placee (and any person acting on such Placee's behalf) in these
Terms and Conditions or incurred by Cavendish, the Company or any of their
respective affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in these Terms and
Conditions, and further agrees that the provisions of these Terms and
Conditions shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, directly by the
Company. Such agreement assumes that the Placing Shares are not being
acquired 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 related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Cavendish shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Cavendish
accordingly. In addition, Placees should note that they will be liable for
any capital duty, 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 United Kingdom by
them or any other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each Placee, or the
Placee's nominee, in respect of whom (or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Cavendish in the event that either of the
Company and/or Cavendish have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in these Terms and Conditions are given to Cavendish for itself and on behalf
of the Company and are irrevocable.
Cavendish is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and Cavendish 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 these Terms and Conditions.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement.
The provisions of these Terms and Conditions may be varied, waived or modified
as regards specific Placees or on a general basis by Cavendish provided always
that such variation, waiver or modification is not materially prejudicial to
the interests of the Company.
In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these Terms and Conditions are to each of such Placees and such
joint Placees' liability is joint and several.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Cavendish may (at its absolute discretion) satisfy their
obligations to procure Placees by themselves agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with Cavendish 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 relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a consequence this
money will not be segregated from the Cavendish's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
In these Terms and Conditions any words following the terms "including",
"include", "in particular", "for example" or any similar expression shall be
construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
References to time in the Terms and Conditions are to London time, unless
otherwise stated.
All times and dates and certain other information in these Terms and
Conditions and in the Announcement may be subject to amendment and/or
updating. Placees will be notified of any material changes.
No statement in the Announcement or these Terms and Conditions is intended to
be a profit forecast or estimate, and no statement in the Announcement or
these Terms and Conditions 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 Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
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,
these Terms and Conditions.
DEFINITIONS
The following definitions apply to these Terms and Conditions:
Admission First Admission and/or Second Admission as the context admits;
AIM AIM, a market operated by the London Stock Exchange;
Announcement the announcement regarding the Fundraising, including these Terms and
Conditions;
Australian Retail Investors qualifying Shareholders at the Record Date who are resident in Australia
Australian Retail Offer the conditional offer of Retail Offer Shares at the Issue Price to be made by
the Company to Australian Retail Investors
Cavendish Cavendish Capital Markets Limited, registered in England and Wales under
number 06198898 whose registered office is at One Bartholomew Close, London
EC1A 7BL (together with its affiliates), and for the purpose of trade
settlement in the Placing means Cavendish Securities plc, registered in
England and Wales under number 05210733 whose registered office is at One
Bartholomew Close, London EC1A 7BL;
Circular the Company's circular to Shareholders to be published on or about 10 November
2023 relating to the Fundraising and incorporating the Notice of General
Meeting;
Company Gelion plc registered in England and Wales under number 09796512 whose
registered office is at C/O Armstrong Level 4 Ldn:W, 3 Noble Street, London,
EC2V 7EE;
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear UK &
International;
EIS/VCT Placing Shares the new Ordinary Shares to be issued by the Company at the Issue Price
pursuant to the first tranche of the Placing to Placees which are proposed to
be admitted to trading on AIM on the First Admission Date;
EIS/VCT Subscription Shares the new Ordinary Shares to be issued by the Company to the Subscribers at the
Issue Price pursuant to the Subscription which are proposed to be admitted to
trading on AIM on the First Admission Date;
Euroclear UK & International Euroclear UK & International Limited;
First Admission admission of the EIS/VCT Placing Shares and the EIS/VCT Subscription Shares to
trading on AIM becoming effective as provided in Rule 6 of the AIM Rules for
Companies;
First Admission Date 8.00 a.m. on 28 November 2023 or such later time as Cavendish may agree with
the Company but in any event no later than 8.00 a.m. on the Long Stop Date;
First Admission Settlement Date the date the settlement of transactions in the EIS/VCT Placing Shares and the
EIS/VCT Subscription Shares following the First Admission will take place
within the CREST system (subject to certain exceptions) which is expected to
occur on 28 November 2023;
Fundraising the Placing, the Subscription and the Retail Offer;
General Meeting the general meeting of Shareholders to be held on 27 November 2023 at One
Bartholomew Close, London EC1A 7BL (or any reconvened meeting following
adjournment of the general meeting);
Intermediaries any financial intermediaries that are appointed by Cavendish as the "UK Retail
Offer Coordinator" in connection with the UK Retail Offer;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 31 December 2023;
Non-Eligible New Shares the Non-Eligible Placing Shares, the Non-Eligible Subscription Shares and the
Retail Offer Shares which are proposed to be admitted to trading on AIM on the
Second Admission Date;
Non-Eligible Placing Shares the new Ordinary Shares to be issued by the Company at the Issue Price
pursuant to the second tranche of the Placing to Placees which are proposed to
be admitted to trading on AIM on the Second Admission Date;
Non-Eligible Subscription Shares the new Ordinary Shares to be issued by the Company to the Subscribers at the
Issue Price pursuant to the Subscription and admitted to trading on AIM on the
Second Admission Date, which for the avoidance of doubt exclude the EIS/VCT
Subscription Shares;
Notice of General Meeting the notice of the General Meeting contained within the Circular;
Retail Investors Australian Retail Investors and UK Retail Investors
Retail Offer the Australian Retail Offer and the UK Retail Offer
Retail Offer Shares the new Ordinary Shares to be issued by the Company at the Issue Price
pursuant to the Retail Offer;
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company;
Placees the persons with whom Placing Shares are placed pursuant to the Placing;
Placing the conditional placing of the Placing Shares by Cavendish on behalf of the
Company at the Issue Price, in accordance with the Placing Agreement;
Placing Agreement the conditional placing agreement dated 9 November 2023 relating to the
Placing of the Placing Shares between the Company and Cavendish;
Placing Shares the EIS/VCT Placing Shares and the Non-Eligible Placing Shares;
Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017;
Regulation S Regulation S under the Securities Act;
Relevant Member State a member state of the European Economic Area which has implemented the
Prospectus Regulation;
Resolutions the resolutions contained in the Notice of General Meeting;
Second Admission admission of the Non-Eligible New Shares to trading on AIM becoming effective
as provided in Rule 6 of the AIM Rules;
Second Admission Date 8.00 a.m. on 29 November 2023 or such later time as Cavendish may agree with
the Company but in any event no later than 8.00 a.m. on the Long Stop Date;
Second Admission Settlement Date the date the settlement of transactions in the Non-Eligible New Shares
following Second Admission will take place within the CREST system (subject to
certain exceptions) which is expected to occur on 29 November 2023;
Shareholders holders of Ordinary Shares;
Subscribers persons who agree to subscribe for Subscription Shares pursuant to
Subscription Agreements;
Subscription the subscription by the Subscribers directly with the Company for Subscription
Shares pursuant to the Subscription Agreements;
Subscription Agreements the agreements entered into between the Company and the Subscribers pursuant
to which the Subscribers will agree to subscribe for the Subscription Shares
at the Issue Price;
Subscription Shares the EIS/VCT Subscription Shares and the Non-Eligible Subscription Shares;
UK Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017, as it forms part of the law of England and Wales by virtue of
section 3 of the European Union (Withdrawal) Act 2018 and as modified by or
under domestic law; and
UK Retail Investors existing shareholders of the Company who are resident in the United Kingdom
and are a customer of an Intermediary who agree conditionally to subscribe for
Retail Offer Shares in the UK Retail Offer
UK Retail Offer the proposed offer of the Retail Offer Shares to UK Retail Investors through
Intermediaries via the Bookbuild Platform;
United States or US the United States of America, its territories and possessions, any state of
the United States and the District of Columbia.
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