REG - Retroscreen Vlgy Grp - Conditional Placing to raise £33.6 million <Origin Href="QuoteRef">RVG.L</Origin> - Part 2

hVIVOAnnouncement

29/10/2014 12:46

- Part 2: For the preceding part double click  ID:nRSN0909Pa 

Shares are admitted to trading on
AIM, and the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules (collectively "Exchange
Information"), which includes the Company's most recent balance sheet and
profit and loss account and the Company's announcements and circulars
published in the past 12 months and that it is able to obtain or access such
information without undue difficulty; 
 
4.         acknowledges that none of Numis, the Company, any of their
respective affiliates or any person acting on behalf of any of them has
provided it, and will not provide it, with any material regarding the Placing
Shares or the Company other than this Announcement; nor has it requested any
of Numis, the Company, their respective affiliates or any person acting on
behalf of any of them to provide it with any such information and has read and
understood the Exchange Information; 
 
5.         acknowledges that the content of this Announcement is exclusively
the responsibility of the Company, and that none of Numis, its affiliates or
any person acting on its or their behalf has or shall have any liability for
any information, representation or statement contained in this Announcement or
any information previously or concurrently published by or on behalf of the
Company, and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to acquire the Placing Shares is
contained in this Announcement and any Exchange Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made by Numis,
the Company or any of their respective directors, officers or employees or any
person acting on behalf of any of them, or, if received, it has not relied
upon any such information, representations, warranties or statements
(including any management presentation that may have been received by any
prospective Placee or any material prepared by the Research Department of
Numis (the views of such Research Department not representing and being
independent from those of the Company and the Corporate Finance Department of
Numis and not being attributable to the same)), and neither Numis nor the
Company will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this Announcement as it may otherwise
place on a prospectus or admission document. Each Placee further acknowledges
and agrees that it has relied solely on its own investigation of the business,
financial or other position of the Company in deciding to participate in the
Placing and it will not rely on any investigation that Numis, its affiliates
or any other person acting on its or their behalf has or may have conducted; 
 
6.         represents and warrants that it has neither received nor relied on
any confidential price sensitive information concerning the Company in
accepting this invitation to participate in the Placing; 
 
7.         acknowledges that Numis does not have any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that Numis is not
acting for it or its clients and that Numis will not be responsible for
providing protections to it or its clients; 
 
8.         acknowledges that none of Numis, any of its affiliates or any
person acting on behalf of it or them has or shall have any liability for the
Exchange Information, any publicly available or filed information or any
representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraud or fraudulent
misrepresentation made by that person; 
 
9.         that, save in the event of fraud on the part of Numis (and to the
extent permitted by the Rules of the FCA), neither Numis, its ultimate holding
company nor any direct or indirect subsidiary undertakings of that holding
company, nor any of their respective directors and employees shall be liable
to Placees for any matter arising out of Numis' role as placing agent or
otherwise in connection with the Placing and that where any such liability
nevertheless arises as a matter of law Placees will immediately waive any
claim against any of such persons which they may have in respect thereof; 
 
10.       represents and warrants that (i) it is not in the United States and
(ii) it is not acting for the account or benefit of a person in the United
States; 
 
11.       acknowledges that the Placing Shares are being offered and sold only
pursuant to Regulation S under the Securities Act in a transaction not
involving a public offering of securities in the United States and the Placing
Shares have not been and will not be registered under the Securities Act or
with any state or other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States regulatory
authority, and that the offer and sale of the Placing Shares to it has been
made outside of the United States in an 'offshore transaction' (as such term
is defined in Regulation S under the Securities Act) and agrees not to
reoffer, resell, pledge or otherwise transfer the Placing Shares except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in accordance
with any applicable securities laws of any state or jurisdiction of the United
States; 
 
12.       unless otherwise specifically agreed in writing with Numis,
represents and warrants that neither it nor the beneficial owner of such
Placing Shares will be a resident of Canada, Australia, New Zealand, Japan or
the Republic of South Africa; 
 
13.       acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Canada, Australia, New Zealand,
Japan or the Republic of South Africa and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions; 
 
14.       represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system; 
 
15.       represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and Part VIII of FSMA; (ii) in
connection with money laundering and terrorist financing, it has complied with
its obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money
Laundering Regulations 2007; and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations promulgated
by, the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or a
regulation adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and 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 Numis such
evidence, if any, as to the identity or location or legal status of any person
which Numis may request from it in connection with the Placing (for the
purpose of complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by Numis on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be purchased
by it or at its direction pursuant to the Placing being reduced to such
number, or to nil, as Numis may decide at its sole discretion; 
 
16.       if a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, represents and warrants that the Placing Shares
purchased by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a Member State of the European Economic Area which has
implemented the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Numis has been given to the offer
or resale; 
 
17.       represents and warrants that it has not offered or sold and will not
offer or sell any Placing Shares to persons in the European Economic Area
prior to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning of the
Prospectus Directive (including any relevant implementing measure in any
member state); 
 
18.       represents and warrants that it has only communicated or caused to
be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person; 
 
19.       represents and warrants that it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom; 
 
20.       if in a Member State of the European Economic Area, unless otherwise
specifically agreed with Numis in writing, represents and warrants that it is
a Qualified Investor within the meaning of the Prospectus Directive; 
 
21.       if in the United Kingdom, represents and warrants that it is a
person (i) who has professional experience in matters relating to investments
falling within Article 19(1) of the Order; (ii) falling within Article
49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc")
of the Order; or (iii) to whom this Announcement may otherwise be lawfully
communicated; 
 
22.       represents and warrants that it and any person acting on its behalf
is entitled to acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities and taken any other necessary actions to
enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations; 
 
23.       where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each managed account;
(b) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the Announcement of which it
forms part; and (c) to receive on its behalf any investment letter relating to
the Placing in the form provided to it by Numis; 
 
24.       undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as Numis
may in its sole discretion determine and without liability to such Placee and
it will remain liable and will indemnify Numis and the Company on demand for
any shortfall below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear the liability for any stamp
duty or stamp duty reserve tax or security transfer tax (together with any
interest or penalties due pursuant to or referred to in these terms and
conditions) which may arise upon the placing or sale of such Placee's Placing
Shares on its behalf; 
 
25.       acknowledges that none of Numis, any of its affiliates, or any
person acting on behalf of any of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as a client of
Numis and that Numis has no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of their rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right; 
 
26.       undertakes that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Numis nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and Numis in respect of the same on the basis that the Placing Shares
will be allotted to the CREST stock account of Numis who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions; 
 
27.       acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreement shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter (including
non-contractual matters) arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Numis 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; 
 
28.       acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix; 
 
29.       agrees that the Company, Numis and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and undertakings which are given to Numis on its
own behalf and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby; 
 
30.       agrees to indemnify on an after-tax basis and hold the Company,
Numis and their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing; 
 
31.       acknowledges that no action has been or will be taken by any of the
Company, Numis or any person acting on behalf of the Company or Numis that
would, or is intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is required; 
 
32.       acknowledges that it is an institution that has knowledge and
experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved; 
 
33.       acknowledges that its commitment to subscribe for Placing Shares on
the terms set out herein and in the trade confirmation or contract note will
continue notwithstanding any amendment that may in future be made to the terms
of the Placing and that Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's conduct of the
Placing; 
 
34.       acknowledges that Numis or any of its affiliates acting as an
investor for its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such shares and may
offer or sell such shares other than in connection with the Placing; 
 
35.       represents and warrants that, if it is a pension fund or investment
company, its purchase of Placing Shares is in full compliance with all
applicable laws and regulation; and 
 
36.       to the fullest extent permitted by law, it acknowledges and agrees
to the disclaimers contained in the Announcement including this Appendix. 
 
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Numis and the Company and are irrevocable and shall
not be capable of termination in any circumstances. 
 
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Numis will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Numis in the event that any of the Company and/or
Numis has incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice and notify
Numis accordingly. 
 
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Numis does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Numis or any of its affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares. 
 
When a Placee or person acting on behalf of the Placee is dealing with Numis,
any money held in an account with Numis on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Numis' money in accordance with the client money
rules and will be used by Numis in the course of its own business and the
Placee will rank only as a general creditor of Numis. 
 
All times and dates in this Announcement may be subject to amendment. Numis
shall notify the Placees and any person acting on behalf of the Placees of any
changes. 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
Definitions 
 
The following definitions apply throughout this Announcement, unless the
context requires otherwise. 
 
"Act"                                         the Companies Act 2006, as
amended 
 
"Admission"                             admission of the New Ordinary Shares
to trading on AIM becoming effective in accordance with the AIM Rules 
 
"AIM"                                        the market of that name operated
by the London Stock Exchange 
 
"AIM Rules"                              the AIM Rules for Companies, which
sets out the rules and
                                    responsibilities for companies listed on
AIM, as amended from time to time 
 
"Announcement"                     this announcement (including the appendix
to this announcement) 
 
"Board" or "Directors"               the board of directors of the Company
from time to time 
 
"Circular"                                 the circular of the Company dated
14 August 2014 giving (amongst other things) details of the Placing and
incorporating the Notice of General Meeting 
 
"Company" or "Retroscreen"    Retroscreen Virology Group plc, a public limited
company
                                                incorporated in England &
Wales under registered number 08008725 
 
"CREST"                                   the relevant system (as defined in
the Uncertificated Regulations) which enables title to units of relevant
securities (as defined in the Regulations) to be evidenced and transferred
without a written instrument and in respect of which Euroclear UK & Ireland
Limited is the Operator (as defined in the Uncertificated Regulations) 
 
"Existing Ordinary Shares"      the 54,723,821 Ordinary Shares in issue at the
date of this document 
 
all of which are admitted to trading on AIM 
 
"FCA"                                       the Financial Conduct Authority of
the United Kingdom 
 
"FDA"                                       the US Food and Drug
Administration 
 
"FSMA"                                    the Financial Services and Markets
Act 2000 (as amended) 
 
"General Meeting"                   the general meeting of the Company to be
held at 10.00 a.m. on 
 
1 September 2014, notice of which is set out in the Circular 
 
"Group"                                    the Company, its subsidiaries and
subsidiary undertakings 
 
"Invesco"                                  Invesco Asset Management Limited,
together with Invesco Perpetual High Income Fund and Invesco Perpetual Income
Fund 
 
"London Stock Exchange"       London Stock Exchange plc 
 
"New Ordinary Shares"        12,923,077 new Ordinary Shares which are to be
conditionally placed 
 
for cash with investors in accordance with the terms of the Placing 
 
Agreement and whose allotment and issue is conditional, inter alia, on the
passing of the Resolutions 
 
"Notice of General Meeting"    the notice of General Meeting, set out at the
end of the Circular 
 
"Numis"                                    Numis Securities Limited, a private
limited company incorporated in 
 
England & Wales under registered number 2285918 and having its registered
office at 10 Paternoster Square, London EC4M 7LT 
 
"Ordinary Shares"                    ordinary shares of 5 pence each in the
capital of the Company 
 
"Placee"                                  any person (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to acquire Placing
Shares has been given 
 
"Placing"                                  the proposed conditional,
non-pre-emptive placing by Numis of the New Ordinary Shares (on behalf of the
Company) at the Placing Price 
 
"Placing Agreement"               the conditional agreement dated 14 August
2014 relating to the Placing in respect of the New Ordinary Shares, between
the Company and Numis 
 
"Placing Price"                        260 pence per New Ordinary Share 
 
"Resolutions"                           the resolutions to be proposed at the
General Meeting as set out in
                                                the Notice of General Meeting 
 
"Shareholders"                        the holders of Ordinary Shares from time
to time, each individually a
                                                "Shareholder" 
 
"Uncertificated Regulations"   the UK Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as
                                               amended 
 
"UK" or "United Kingdom"        the United Kingdom of Great Britain and
Northern Ireland 
 
"US" or "United States"           the United States of America, its
territories and possessions, any state of the United States and the District
of Colombia 
 
All references in this document to "£", "pence" or "p" are to the lawful
currency of the United Kingdom, all references to "US$" or "$" are to the
lawful currency of the United States. 
 
This information is provided by RNS
The company news service from the London Stock Exchange