REG - Ilika plc - Posting of Circular & Notice of General Meeting
13/05/2024 10:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240513:nRSM1634Oa&default-theme=true
RNS Number : 1634O Ilika plc 13 May 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON FOR THE SALE OR SUBSCRIPTION FOR THE SECURITIES IN ILIKA PLC IN ANY
JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER,
SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Ilika plc
Proposed Placing and Open Offer
Posting of Circular & Notice of General Meeting
Raising gross proceeds of up to approximately £3.4 million
Ilika plc (AIM: IKA) ("Ilika", the "Company" or, together with its subsidiary
undertakings, the "Group"), an independent global expert in solid-state
battery technology, today announces a proposed conditional placing of up to
6,071,428 new ordinary shares of one penny each ("Ordinary Shares") in the
capital of the Company (the "Placing Shares") at a price of 28 pence per
Placing Share (the "Issue Price") to raise gross proceeds of approximately
£1.7 million (the "Placing").
The Placing Shares represent approximately 3.8 per cent. of the existing
issued ordinary share capital of the Company (the "Existing Ordinary
Shares") and the Issue Price represents a discount of approximately 5.1 per
cent. to the closing mid-market price of 29.5 pence per Existing Ordinary
Share on 9 May 2024, being the latest practicable date prior to the
publication of this Announcement.
The Company also intends to raise gross proceeds of up to approximately £1.7
million through the issue of up to 6,114,449 new Ordinary Shares (the "Open
Offer Shares") pursuant to an open offer (the "Open Offer") to allow Ilika
shareholders, including those who are not participating in the Placing, to
subscribe for new Ordinary Shares at the Issue Price.
It is intended that the Placing, the Open Offer and the Director Subscriptions
(together the "Capital Raising") will result in the Company raising total
gross proceeds of up to approximately £3.4 million.
Capitalised terms used in this announcement (including the appendices) (this
"Announcement") have the meanings given to them in Appendix 3 to this
Announcement, unless the context provides otherwise.
Liberum Capital Limited ("Liberum") and Joh. Berenberg, Gossler & Co. KG
("Berenberg") are acting as joint bookrunners (together being the "Joint
Bookrunners") in connection with the Placing. The Placing Shares are being
offered by way of an accelerated bookbuild (the "Bookbuild"), which will be
launched immediately following this Announcement, in accordance with the terms
and conditions set out in Appendix 4 to this Announcement.
The timing of the closing of the Bookbuild and the allocation of Placing
Shares to be issued at the Issue Price are to be determined at the discretion
of the Company and the Joint Bookrunners.
A further announcement will be made following the close of the Bookbuild,
confirming final details of the Placing.
Capital Raising highlights
· Conditional Placing to raise gross proceeds of approximately £1.7
million and an associated Open Offer to raise gross proceeds of up to
approximately £1.7 million through the issue of an aggregate of up to
12,185,877 new Ordinary Shares at the Issue Price.
· Intended Director Subscriptions to raise gross proceeds of
approximately £22,000 through the issue of an aggregate of 78,570 new
Ordinary Shares at the Issue Price.
· The net proceeds of the Capital Raising are expected to be utilised
to drive Ilika's roadmap for its Goliath solid-state battery projects.
· In particular, the net proceeds of the Placing (being approximately
£1.5 million) are expected to be utilised as follows:
o £0.75 million to support the development of Goliath technology , with
grant assistance, to support partner collaboration;
o £0.75 million to increase the battery testing capacity from 20 kWh/a to
0.75 MWh/a and to upgrade existing dry room facilities; and
o any Placing proceeds over £1.5 million to further support of Goliath
working capital and capital expenditure for expansion of testing and dry room
facilities and support of Stereax working capital.
The net proceeds of the Open Offer and the Director Subscriptions will be used
to further support the Group's working capital requirements.
The Directors are of the opinion, the net proceeds of the Capital Raising will
further strengthen the balance sheet (cash and cash equivalents as at 30 April
2024 in excess of £11 million) and provide working capital beyond 12 months
from the date of this announcement.
Posting of Circular
The Company intends to publish and send a circular (the "Circular") to
shareholders in connection with the Open Offer on or around 13 May 2024. The
Circular will also be available on the Company's website: www.Ilika.com
(http://www.Ilika.com) .
General Meeting
The Capital Raising is conditional upon, inter alia, the passing of the
Resolutions at the General Meeting. The Company will hold the General Meeting
at the offices of Eversheds Sutherland (International) LLP, One Wood Street,
London, EC2V 7WS at 11.00 a.m. on 29 May 2024.
The Expected Timetable of Principal Events is set out in Appendix 2 of this
Announcement whilst the Placing and Open Offer Statistics as well as the
Chairman's Letter, as extracted from the Circular, are set out below.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Graeme Purdy, Chief Executive of the Company.
For more information contact:
Ilika plc www.ilika.com (http://www.ilika.com/)
Graeme Purdy, Chief Executive Via Walbrook PR
Jason Stewart, Chief Financial Officer
Liberum Capital Limited (Nomad and Joint Bookrunner) Tel: 020 3100 2000
Andrew Godber, John More
Nikhil Varghese, Joshua Borlant
Joh. Berenberg, Gossler & Co. KG (Joint Bookrunner) Tel: 020 3207 8700
Mark Whitmore, Detlir Elezi, Natasha Ninkov
Walbrook PR Ltd Tel: 020 7933 8780 / Ilika@walbrookpr.com
Nick Rome, Charlotte Edgar, Joe Walker
About Ilika plc - https://www.ilika.com (https://www.ilika.com/)
Ilika specialises in the developing and commercialisation of solid state
batteries. The Company's mission is to rapidly develop leading-edge
IP, manufacture and license solid state batteries for markets that cannot be
addressed with conventional batteries due to their safety, charge rates,
energy density and life limits. The Company achieves this by using
ceramic-based lithium-ion technology that is inherently safe in manufacture
and usage, higher thermal tolerance and easier to recycle which
differentiates our products from existing batteries.
The Company has two product lines. Its Stereax batteries which are designed
for powering miniature medical implants, industrial wireless sensors and
industrial internet of Things (IIoT) applications and the Goliath large format
batteries designed for EV cars and cordless appliances.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward- looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance. The Company's actual performance, achievements and financial
condition may differ materially from those expressed or implied by the
forward-looking statements in this Announcement. In addition, even if the
Company's results of operations, performance, achievements and financial
condition are consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative of results
or developments in subsequent periods. Any forward-looking statements that
the Company makes in this Announcement speak only as of the date of such
statement and (other than in accordance with their legal or regulatory
obligations) neither the Company, nor the Joint Bookrunners nor any of their
respective associates, directors, officers or advisers undertakes any
obligation to update such statements. Comparisons of results for current and
any prior periods are not intended to express any future trends or indications
of future performance, unless expressed as such, and should only be viewed as
historical data.
Liberum is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing or any other matters referred to in
this Announcement, and Liberum will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Berenberg, which is authorised and regulated by the German Federal Financial
Supervisory Authority and in the United Kingdom is deemed authorised under the
Temporary Permissions Regime and subject to limited regulation by the FCA, is
acting exclusively for the Company in connection with the Placing and will not
be acting for any other person (including any Placees) and will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Berenberg or for advising any other person in respect
of the matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Capital Raising will not
be admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
The following is an extract from the Chairman's letter to be set out in
substantially the same form in the Circular.
INTRODUCTION
The Company is pleased to announce a conditional Placing to raise gross
proceeds of approximately £1.7 million, and an associated Open Offer to raise
gross proceeds of up to approximately £1.7 million, in each case at a price
of 28 pence per New Ordinary Share. Certain Directors have also conditionally
agreed to subscribe directly with the Company for, in aggregate, 78,570 New
Ordinary Shares at the Issue Price.
The net proceeds of the Capital Raising are expected to be utilised to drive
Ilika's roadmap for its Goliath solid-state battery projects. In particular,
the net proceeds of the Placing are expected to be utilised to: i) support the
development of Goliath technology, with grant assistance; ii) provide capital
expenditure to increase the battery testing capacity from 20 kWh/a to 0.75
MWh/a, and to upgrade existing dry room facilities in order to install the
automated assembly line contracted through the SiSTEM project. Proceeds in
excess of the Capital raising target would be used to add further dry room
facilities & testing capacity to support Goliath and to develop Stereax
product roadmap in collaboration with Cirtec Medical Corporation ("Cirtec").
All of the net proceeds of the Open Offer and the Director Subscriptions will
be used to further support the Group's working capital requirements.
The Directors are of the opinion, the net proceeds of the Capital Raising will
further strengthen the balance sheet (cash and cash equivalents as at 30 April
2024 in excess of £11 million) and provide working capital beyond 12 months
from the date of this announcement.
The Capital Raising is conditional upon, inter alia, the passing of the
Resolutions at the General Meeting. Applications will be made in due course to
the London stock exchange for the New Ordinary Shares to be admitted to
trading on AIM. Admission is expected to become effective and dealings in the
Placing Shares, the Open Offer Shares and the Director Subscription Shares are
expected to commence on 31 May 2024.
If the conditions relating to the issue of the Placing Shares are not
satisfied or the Placing Agreement is terminated in accordance with its terms,
the Placing Shares will not be issued and the Company will not receive the
related placing monies. In this scenario, the Open Offer and the Director
Subscriptions will similarly not proceed.
The Issue Price represents a discount of approximately 5.1 per cent. to the
mid-market price of 29.5 pence per Existing Ordinary Share on 9 May 2024,
being the latest practicable date prior to the publication of this
Announcement.
BACKGROUND TO, AND REASONS FOR, THE CAPITAL RAISING
Ilika is an independent global expert in solid-state battery technology.
Solid state batteries are a variant of lithium-ion batteries which does not
contain a toxic liquid electrolyte, providing higher safety combined with
competitive performance compared to incumbent technology. The Company's
primary activities focus on, 1) commercialising its miniature Stereax
technology for use in medical technology and Industrial Internet of Things
("IIoT") through its manufacturing collaboration with Cirtec and 2)
collaborating with automotive partners, supported by UK government agencies,
to develop its Goliath technology for use in electric vehicles ("EVs").
Designs of conventional large format lithium-ion cells are reaching their
maximum theoretical energy density of 300-350 Wh/kg. Solid state cell designs
offer the promise of theoretical energy densities of 450-500 Wh/kg depending
on the choice of architecture and materials. Developers around the world are
designing and making prototype solid state cells that are gradually increasing
in energy density. These new designs are expected to yield energy densities
that will exceed conventional lithium-ion cells and move towards the
theoretical limit of such designs over the next five years.
Solid-state cells have a number of environmental benefits over traditional
lithium-ion cells. Currently, only 5 per cent. of lithium-ion cells are
recycled and yet they are environmentally harmful due to liquid electrolyte
toxicity and the risk of fire and explosions. Traditional lithium-ion cells
cannot be landfilled or incinerated. In contrast, solid-state cells present no
risk of explosion from a flammable electrolyte and commonly available process
technologies can be used for recycling, including the oxide electrolytes
preferred by Ilika's cells.
The Company has an asset-light business model, in which Ilika develops
intellectual property ("IP") defining active materials, cell architecture and
manufacturing process, which it licenses to manufacturing partners in return
for license fees and royalties. In order to validate its IP, Ilika produces
initial batches of its products on pilot lines for customer evaluation. Ilika
does not aim to invest in large scale manufacturing facilities, as it believes
its processes can be better scale-up through targeted manufacturing
partnerships.
In August 2023, Ilika signed a ten-year manufacturing licence with Cirtec to
produce the Stereax range of mm-scale batteries at Cirtec's facility in
Lowell, Massachusetts. Ilika is now focused on advanced technology development
and IP licensing in support of Cirtec's manufacturing and commercialisation
activities. This partnership is reinforcing Cirtec's ongoing activities in
system level miniaturisation for the medical device industry.
The Company's Goliath technology development path is aligned with the EV
revolution currently taking place, as annual sales accelerate to meet
international commitments to reduce carbon emissions. The Company is able to
utilise the experience gained from Stereax to help with the scale-up of the
Goliath programme. In December 2023, the Company reached its intermediate
technology development target of lithium-ion energy density parity in its
Goliath large format EV battery programme. This achievement validated the
technical approach taken by the Company and supports the justification for
investment in a full-pilot facility configured to demonstrate that the
technology can be licensed for third-party giga-scale implementation.
In July 2021, Ilika completed a placing, retail offer and open offer raising
approximately £24.7 million, allowing the Company to accelerate the
development of the Company's Goliath technology. Correspondingly, Ilika has
achieved substantial technical validation milestones, most recently through
the D4 development point (the first prototype for customer release) and
lithium-ion energy density (a demonstrative approach that the technology can
be licensed for third-party giga-scale implementation). These milestones were
reached in November 2023 and December 2023 respectively, highlighting the
progress in achieving the objective of Minimum Viable Product status ("MVP")
in 2025-2026. As the Goliath technology continues to develop to reach MVP
status, Ilika looks to commercialise the process through partnerships with
OEMs in order to deploy the batteries on a giga-scale production basis.
In March 2020, Ilika completed a placing and open offer raising £15.1
million, allowing the Company to support the implementation of initial Stereax
manufacturing in the UK. Following process and product qualification, initial
product was shipped to customers in May 2023.
Reflective of the vision to step up production capacity and scalability, Ilika
had entered into a memorandum of understanding with Cirtec in January 2023.
Ilika and Cirtec followed that up with a 10-year licencing and royalty
agreement in August 2023, whereby Ilika's focus shifted to support Cirtec's
manufacturing and commercialisation activities through advanced technology
development and IP licensing. Accordingly, this deal served to significantly
de-risk Ilika's mm-scale product offering, whilst allowing the Company to
place a greater focus on its high structurally growth driven Goliath
technology.
Given the accelerating demand and addressable market for EVs, underpinned by
government policies worldwide, scaling Goliath continues to present a large
opportunity for the Company. The Company's Goliath technology development path
is aligned with the EV revolution currently taking place, as annual sales
accelerate to meet international commitments to reduce carbon emissions. The
Company is able to utilise the experience gained from its Stereax technology
to help with the scale-up of the Goliath programme.
The development path for Goliath is strongly aligned to the market growth
within the EV sector, and there are a number of structural drivers, primarily
through challenging environmental pressures, that is leading to increased
consumer purchases of battery electric vehicles. According to the Climate
Action Tracker, there are currently around 145 countries considering net zero
targets, countries who currently cover close to 90 per cent. of global
emissions. Correspondingly, a GOV.UK 2023 study highlighted transport as the
largest emitting sector, underpinning the rationale for government policy to
continue the shift towards electric mobility. In 2023, the UK Government set
out targets, with an overarching goal to reach zero emission vehicles by 2035,
with a shorter-term focus of 80 per cent. of new car purchases to be zero
emission by 2030. These governmental pressures are noticeably a catalyst to
the recent strong momentum of worldwide EV sales. Accordingly, electric car
sales in 2023 were 3.5 million higher than in 2022, a 35 per cent.
year-on-year increase. This is more than six times higher than in 2018, just
5 years earlier. In 2023, there were over 250 000 new registrations per week,
which is more than the annual total in 2013, ten years earlier. Electric cars
accounted for around 18 per cent. of all cars sold in 2023, up from 14 per
cent. in 2022 and only 2 per cent. 5 years earlier, in 2018. These trends
indicate that growth remains robust as electric car markets mature. This
positive market dynamic provides a compelling backdrop to Goliath's offering
of longer range, increased safety and competitive performance versus
traditional, liquid-electrolyte-based lithium-ion cells.
Ilika expects that the commercial adoption of its Goliath technology will also
include high value consumer appliance applications such as hair straighteners,
curling tongs and cleaning appliances, which can also benefit from some of the
unique properties of solid-state batteries.
Following key significant technological developments in the Goliath product
development through the aforementioned milestones, Ilika, in April 2024
announced a collaboration with Agratas, a subsidiary of the Tata Group. This
collaboration, inclusive of two significant news developments, is firstly
represented through Agratas joining the 17-month £2.7 million grant supported
Project SiSTEM project, a project which Ilika has been participating in since
October 2023. Running in parallel with Project HISTORY, the inclusion of
Agratas is envisaged to support Ilika's scale up of the Goliath SSB
large-format pouch cell, whereby the objectives are to build a 1.5MWh
solid-state battery assembly line in collaboration with MPAC. In addition to
joining the SiSTEM project, Ilika and Agratas have entered into a 12-month
technology collaboration agreement that will facilitate interactions between
the companies to support Ilika's journey to its D8 (50Ah, chemistry frozen)
development milestone in H1 2025, alongside exploring wider collaboration
opportunities between the two parties. Given Agratas's strategy to build a
battery gigafactory, with a vision to power hundreds of thousands of electric
cars, there is a strong opportunity for further collaboration, whereby both
companies can leverage their respective expertise and resources for continued
and material Goliath development.
£0.75 million of the gross proceeds of the Placing are expected to be used to
fund the development of Goliath technology, building on the achievement of
lithium-ion battery equivalence in December 2023. Supplemented by expected
government grant support, the proceeds will support the development of Goliath
technology to support partner collaboration.
As Ilika develops larger Goliath prototypes with state-of-the-art materials,
the Company has a need to increase its battery testing capacity from 20 kWh/a
to 0.75 MWh/a and to upgrade its dry room facilities, accounting for £0.75
million of the proceeds.
In line with its asset-light business model, Ilika will demonstrate its
Goliath technology at pilot scale (1.5 MWh/a) to underpin licensing
discussions and technology transfer.
CURRENT TRADING AND PROSPECTS
Ilika's "Capital Markets Day and Trading Update" was announced via a
Regulatory Information Service on 23 April 2024, and contained the following
statements:
• Trading for the year ended 30 April 2024 has been in line with
current market expectations;
• The Company expects to generate revenue of approximately £2.0m
for FY 2024 (FY 2023: £0.8m). This figure is reflective of a material
increase in grant funding received during H1 of the current financial year
and, as expected, this was not replicated in H2 due to the phasing of grant
activity.; and
• Cash and cash equivalents at 30 April 2024 are expected to be
higher than expected and approximately £11.0 million due to the grant funding
income and cost reduction activity resulting from the Cirtec contract and
technology transfer activity.
Ilika's unaudited half-year report for the six months ended 31 October 2023
was announced via a Regulatory Information Service on 23 January 2024 and
contained the following statements:
Operating Highlights
During the period, significant progress has been made with transferring
manufacturing of Ilika's thin-film Stereax miniature solid-state batteries
(SSBs) for powering medical devices and industrial wireless sensors in
specialist environments, and developing its large-format Goliath cells for
electric vehicles (EV) and cordless appliances.
Financial highlights for H1 2024
(i) Total revenue for the period of £1.3m (H1 2023: £0.2m)
· Grant funding of £1.3m (H1 2023: £0.2m)
(ii) EBITDA loss, excluding share-based payments, of £1.9m (H1
2023: £4.1m loss)
(iii) Cash & Cash equivalents at period end of £13.2m (H1
2023: £18.6m)
Outlook
(i) Signed contract with Cirtec represents most immediate
commercialisation opportunity, allowing fulfilment of order book and creating
further opportunities for commercial engagement.
(ii) Well-developed plans to move Ilika's Goliath roadmap to the
next stage, MVP, aiming to reach the D8 development milestone by the end of
the HISTORY programme grant in Q1 2025, underpinning licencing opportunities.
(iii) First half of calendar year 2024 Ilika will manufacture and
test batches of pouch cells based on the D4 development point prior to
delivering fully characterised P1 cells to customers.
(iv) Plans to increase the capacity of the Company's existing
pre-pilot production facility using automation and larger scale items of
equipment.
(v) Targets to reach an installed capacity of 1.5 MWh/a to allow
Ilika to scale production volumes and mature its technology to the level
required to respond to automotive requests for quotation by the end of 2025.
(vi) Commercial interest and government grant support expected to
intensify as the Goliath product continues to mature.
DETAILS OF THE PLACING
The Company intends to raise gross proceeds of approximately £1.7 million
by means of the Placing. The Placing Shares, in aggregate, will represent
approximately 3.75 per cent. of the Existing Ordinary Shares on 9 May 2024,
the latest practicable date prior to the publication of this Announcement. The
aggregate net proceeds after costs related to the Placing are expected to be
approximately £1.5 million.
The Joint Bookrunners' obligations under the Placing Agreement in respect of
the Placing are conditional, inter alia, upon:
(i) the Placing Agreement becoming unconditional in all respects
(save for any condition relating to Admission) and not having been terminated
in accordance with its terms prior to Admission; and
(ii) Admission becoming effective by no later than 8.00 a.m. on 31
May 2024 (or such later time and/or date (being no later than 8.00 a.m. on the
Long Stop Date) as the Joint Bookrunners and the Company may agree).
If any of the conditions above are not satisfied, the Placing Shares will not
be issued.
The Placing Shares are not subject to clawback. The Placing is not being
underwritten.
The Placing Shares will be issued free of all liens, charges and encumbrances
and will, when issued, be fully paid, and rank pari passu in all respects with
the Existing Ordinary Shares, including the right to receive dividends and
other distributions declared, paid or made after the date of their issue.
Subject to, inter alia, the passing of the Resolutions, application will be
made to the London Stock Exchange, by means of the Application, for the
admission of the Placing Shares, the Open Offer Shares and the Director
Subscription Shares to trading on AIM. Admission is expected to occur and
dealings are expected to commence in the Placing Shares, the Open Offer Shares
and the Director Subscription Shares at 8.00 a.m. on 31 May 2024. If Admission
does not occur, then the Company will not receive the relevant net proceeds in
respect of Admission and the Company may not be able to finance the activities
it intends to utilise the net proceeds of the Placing for, as described in
this Announcement, and may have to seek additional funding.
DIRECTOR SUBSCRIPTIONS
The following Directors intend to subscribe for New Ordinary Shares in the
following amounts and pursuant to the Director Subscription Agreements:
Director Existing beneficial shareholding New Ordinary Shares subscribed for Shareholding on completion of the Capital Raising Shareholding as a percentage of the Enlarged Issued Share Capital
Graeme Purdy 782,927 53,571 836,498 0.49%
Jason Stewart 0 7,142 7,142 0.00%
Keith Jackson 102,142 17,857 119,999 0.07%
DETAILS OF THE OPEN OFFER
The Company considers it important that Qualifying Shareholders have an
opportunity (where it is practicable for them to do so) to participate at the
same price per New Ordinary Share as investors in the Placing and,
accordingly, the Company is making the Open Offer to Qualifying Shareholders.
The Company is proposing to raise a maximum of approximately £1.7 million
(before expenses) (assuming full take up of the Open Offer shall be less than
the €8.0 million maximum amount permitted without requiring the publication
by the Company of a prospectus under the Prospectus Regulation Rules
Sourcebook) through the issue of up to 6,114,449 Open Offer Shares.
The Open Offer Shares are available to Qualifying Shareholders (including
Qualifying Shareholders who are also participants in the Placing) pursuant to
the Open Offer at the Issue Price, payable in full on acceptance. The Issue
Price represents a discount of approximately 5.1 per cent. to the closing
mid-market price of 29.5 pence per Existing Ordinary Share on 9 May 2024,
being the latest practicable date prior to the publication of this
Announcement. Any Open Offer Shares not applied for by Qualifying Shareholders
will be available to other Qualifying Shareholders under the Excess
Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
pro rata to their holdings of Existing Ordinary Shares as at the Record Date
at the Issue Price on the following basis:
1 Open Offer Share for every 26 Existing Ordinary Shares held by the
Qualifying Shareholder on the Record Date
Entitlements of Qualifying Shareholders to apply for Open Offer Shares will be
rounded down to the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to Qualifying
Shareholders but will be aggregated and made available under the Excess
Application Facility. The Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares in excess of their Open Offer
Entitlements. Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a registered
office in, Restricted Jurisdictions will not qualify to participate in the
Open Offer.
Valid applications by Qualifying Shareholders will be satisfied in full up to
their Open Offer Entitlements. Applicants can apply for less or more than
their Open Offer Entitlements but the Company cannot guarantee that any
application for Excess Shares under the Excess Application Facility will be
satisfied as this will depend, in part, on the extent to which other
Qualifying Shareholders apply for less than or more than their own Open Offer
Entitlements. The Company may satisfy valid applications for Excess Shares of
applicants in whole or in part but reserves the right not to satisfy any
excess above any Open Offer Entitlement. The Board may scale back applications
made in excess of Open Offer Entitlements on such basis as it reasonably
considers to be appropriate.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares which are not applied for by Qualifying
Shareholders will not be sold in the market for the benefit of Qualifying
Shareholders who do not apply under the Open Offer. The Application Form will
not constitute a document of title and will not be able to be traded or
otherwise transferred.
The Open Offer is subject to the satisfaction, inter alia, of the following
conditions on or before 31 May 2024 (or such later date (being no later than
the Long Stop Date) as the Joint Bookrunners and the Company may agree):
(i) the Placing becoming unconditional in all respects (save for
any condition relating to Admission);
(ii) the passing of the Resolutions at the General Meeting (or any
adjournment thereof); and
(iii) Admission becoming effective by 8.00 a.m. on 31 May 2024 (or
such later time and/or date (being no later than 8.00 a.m. on the Long Stop
Date) as the Joint Bookrunners and the Company may agree).
Accordingly, if the above conditions are not satisfied, the Open Offer will
not proceed and the Open Offer Shares will not be issued and all monies
received by the Receiving Agent will be returned to the applicants (at the
applicant's risk and without interest) as soon as possible but, in any event,
within 14 days thereafter. Any Open Offer Entitlements admitted to CREST will
thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued, be fully paid, and rank pari passu in all
respects with the Placing Shares and the Existing Ordinary Shares, including
the right to receive dividends and other distributions declared, paid or made
after the date of their issue.
Application will be made to the London Stock Exchange, by means of the
Application, for the admission of the Open Offer Shares to trading on AIM.
Admission is expected to occur and dealings are expected to commence in the
Open Offer Shares at 8.00 a.m. on 31 May 2024.
Application has been made for the Open Offer Entitlements to be admitted to
CREST. It is expected that such Open Offer Entitlements will be credited to
CREST stock accounts on 14 May 2024. Application has also been made for the
Excess CREST Open Offer Entitlements to be admitted to CREST and it is also
expected that such Excess CREST Open Offer Entitlements will be credited to
CREST stock accounts on 14 May 2024. The Open Offer Entitlements and Excess
CREST Open Offer Entitlements will be enabled for settlement in CREST until
11.00 a.m. on 28 May 2024.
Applications through the CREST system may only be made by the Qualifying CREST
Shareholder originally entitled or by a person entitled by virtue of a bona
fide market claim. The Open Offer Shares must be paid for in full on
application.
The latest time and date for receipt of completed Application Forms or CREST
instructions and payment in respect of the Open Offer is 11.00 a.m. on 28 May
2024. The Open Offer is not being made to certain Overseas Shareholders.
The procedure for application and payment depends on whether, at the time at
which such application and payment is made, a Qualifying Shareholder has an
Application Form in respect of their Open Offer Entitlement or has their Open
Offer Entitlement credited to their stock account in CREST.
USE OF PROCEEDS
The net proceeds of the Capital Raising are expected to be utilised to drive
Ilika's roadmap for its Goliath solid-state battery projects.
In particular, the net proceeds of the Placing are expected to be utilised to:
i) support Goliath technology, with grant assistance; and
ii) provide capital expenditure to increase the battery testing capacity
from 20 kWh/a to 0.75 MWh/a, and to upgrade existing dry room facilities in
order to install the automated assembly line contracted through the SiSTEM
project,
Proceeds in excess of the Capital Raising target would be used to add further
dry room facilities and testing capacity to support Goliath and to develop
Stereax product roadmap in collaboration with Cirtec.
The Directors are of the opinion, the net proceeds of the Capital Raising will
further strengthen the balance sheet (cash and cash equivalents as at 30 April
2024 in excess of £11 million) and provide working capital beyond 12 months
from the date of this Announcement.
EFFECTS OF THE CAPITAL RAISING
Upon Admission, and assuming full take up of Open Offer Entitlements, the
Enlarged Issued Share Capital is expected to be 171,161,544 Ordinary Shares.
On this basis, the New Ordinary Shares will represent approximately 7.1 per
cent. of the Enlarged Issued Share Capital.
Following the issue of the New Ordinary Shares pursuant to the Capital
Raising, assuming full take up of Open Offer Entitlements, Qualifying
Shareholders who neither take up any of their Open Offer Entitlements nor
participate in the Placing will suffer a dilution of approximately 7.1 per
cent. to their interests in the Company. If a Qualifying Shareholder takes up
their Open Offer Entitlement in full, but does not participate in the Placing,
they will suffer a dilution of approximately 3.5 per cent. to their interest
in the Company.
The Directors have concluded that proceeding with the Capital Raising is the
most suitable option available to the Company for raising additional funds
through the issue of the New Ordinary Shares and that issuing the New Ordinary
Shares at a discount is fair and reasonable so far as all existing
Shareholders are concerned. The Issue Price has been set by the Joint
Bookrunners, after consultation with the Company, following their assessment
of market conditions and following discussions with a number of institutional
investors.
GENERAL MEETING
The Directors currently have existing authorities to allot shares and
dis-apply pre-emption rights under section 551 and section 570 of the Act
which were obtained at the Company's annual general meeting held on 20
September 2023. However, these are insufficient to enable the Company to allot
and issue the full amount of New Ordinary Shares pursuant to the Capital
Raising. Accordingly, in order for the Company to allot and issue the New
Ordinary Shares, the Company needs to first obtain approval from its
Shareholders to grant to the Board additional authority to allot the New
Ordinary Shares and to dis-apply statutory pre-emption rights which would
otherwise apply to such allotment. The Company is therefore also seeking
Shareholder authority to increase the Directors' general authority to allot
securities and dis-apply pre-emption rights pursuant to sections 551 and 570
of the Act, respectively.
Set out at the end of the Circular is the Notice of the General Meeting to be
held at the offices of Eversheds Sutherland (International) LLP at One Wood
Street, London EC2V 7WS at 11.00 a.m. on 29 May 2024, at which the Resolutions
will be proposed.
If any Resolution is not passed by the Shareholders at the General Meeting,
the Capital Raising will not proceed. The Resolutions can be summarised as
follows:
· Resolution 1 - this will be proposed as an ordinary resolution
(requiring a simple majority of votes in favour) and seeks the approval of
Shareholders to authorise the Directors to allot the New Ordinary Shares in
connection with the Capital Raising; and
· Resolution 2 - this will be proposed as a special resolution
(requiring the approval of at least 75 per cent. of the votes cast) and seeks
the approval of Shareholders to authorise the Directors to dis-apply
pre-emption rights in connection with the allotment of the New Ordinary Shares
in connection with the Capital Raising. This authority is being sought to
allow the Directors to issue New Ordinary Shares on a non pre-emptive basis in
connection with the Capital Raising. Whilst Shareholders may apply for Open
Offer Shares under the Open Offer pro rata to their holdings of Existing
Ordinary Shares, this resolution is nevertheless required to deal with, inter
alia, Excess Open Offer Entitlements and other practical issues in the context
of the Open Offer, in particular, in relation to fractional entitlements to
Open Offer Shares and legal and/or practical restrictions under the laws of
certain territories or the requirements of relevant regulatory bodies or stock
exchanges.
Save in respect of the allotment of the New Ordinary Shares, the grant of
options to employees under employee share plans or other similar incentive
arrangements and pursuant to any exercise of existing options in respect of
Ordinary Shares (including in relation to the proposed exercise of options by
certain Directors referred to in paragraph 11 below), the Directors have no
current intention to allot shares, or rights to subscribe or convert into
shares, in the capital of the Company.
APPENDIX 1
RISK FACTORS
In addition to the other information set out in this Announcement, the risks
described below should be carefully considered by investors prior to making
any investment decision relating to the Ordinary Shares. The risks set out
below are those risks which the Directors consider to be material as at the
date of this Announcement, but do not necessarily comprise all those risks
associated with an investment in the Ordinary Shares or the Company and are
not intended to be presented in any assumed order of priority. There may be
additional risks that the Directors do not currently consider to be material
or of which the Directors are not aware, which may affect the Group's
financial condition, performance, prospects, results and/or the price of the
Ordinary Shares.
An investment in the Ordinary Shares involves significant risks and
uncertainties and investors may lose a substantial portion, or even all, of
the money that they invest in the Company. An investment in the Company is
therefore only suitable for financially sophisticated investors who are
capable of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear losses (which may equal the whole
amount invested) that may result from such an investment. An investment in the
Ordinary Shares should constitute part of a diversified investment portfolio.
Typical investors are expected to be professionally advised private investors
and professional investors. Prospective investors should review carefully and
evaluate the risks and other information contained in this Announcement before
making a decision to invest in the Ordinary Shares.
1. GENERAL RISKS
An investment in the Company is only suitable for investors capable of
evaluating the risks and merits of such investment and who have sufficient
resources to bear any loss which may result from the investment. A prospective
investor should consider with care whether an investment in the Company is
suitable for them in the light of their personal circumstances and the
financial resources available to them.
Investment in the Company should not be regarded as short-term in nature.
There can be no guarantee that any appreciation in the value of the Ordinary
Shares will occur or that the objectives of the Company will be achieved.
Investors may not get back the full amount initially invested.
The prices of shares and income derived from them can go down as well as up.
Past performance is not necessarily a guide to future performance.
2. RISKS RELATING TO THE SECTOR IN WHICH THE GROUP OPERATES
2.1 Regulatory risk
The Group's products and materials are subject to various European and other
legislative and regulatory requirements. Failure to satisfy such requirements
could result in the imposition of sanctions on members of the Group, including
fines, injunctions, civil penalties, import bans, delays, suspensions or
withdrawals of approvals, licence revocations, seizures or recalls of
products, operating restrictions and criminal prosecutions, any of which could
materially harm the Company's product development and commercialisation
efforts. Legislative changes in, or regulatory reform of, the relevant sectors
in the countries in which the Group operates or in which the end-products are
sold may also affect the Group's ability to sell products and materials
profitably or at all. Furthermore, the Company and its partners may not be
successful in securing regulatory approval in a timely manner, or at all, for
materials and products that may be developed in the future. Any or a
combination of these factors could have a material adverse effect on the
Group's business, financial condition and results of operations.
2.2 The Group is largely dependent on its partners to commercialise the end-products containing the Group's materials
The Group's ability to develop future products largely depends on its ability
to maintain existing relationships with its commercialisation partners (such
as Cirtec) and enter into relationships with new commercialisation partners.
In addition, the majority of the Group's development programmes are dependent
on its commercialisation partners successfully marketing the end-products of
which the Group's materials are an integral component. There can be no
guarantee that partners:
(a) will fulfil their obligations to the Group (for example, they may
not prioritise Ilika's products over other product lines); or
(b) will continue to manufacture sufficient quantities of the Group's
finished end-products on a timely basis, at an acceptable cost or at all (for
example, notwithstanding that the Group may have entered into such binding
contractual commitments, utilise production capacity not being used at any
time for the manufacture of the Group's products for the manufacture of third
parties' products, which, in each case, may potentially inhibit the Group's
ability to produce and commercialise its products and/or to increase or
scale-up the manufacture and commercialisation of its products in line with
its growth strategy and/or increase the costs to the Group of producing its
products, all of which could have a material adverse impact on the Group's
operations, financial position and ability to pursue its growth strategy).
Furthermore, there is a limited number of companies which have the scale and
technological capability to manufacture the Group's products and/or to create
and develop the new markets that some of the Group's materials may enable.
Accordingly, the Group is exposed to the risk of its commercialisation
partners being acquired by third parties who may cease to contract with the
Group on an ongoing basis or, in the case of an overseas acquirer, potentially
transfer the commercialisation partner's manufacturing technology overseas or
otherwise prevent the Group from being able to access it, which, again, could
have a material adverse impact on the Group's operations, financial position
and ability to pursue its growth strategy.
2.3 Protection of the Group's intellectual property rights
Policing unauthorised use of the Group's technology is difficult and
expensive. The Group relies to great extent on patent protection for its
inventions but there can be no assurance that the steps the Group takes will
prevent misappropriation of, or prevent an unauthorised third party from
obtaining or using, the technologies which the Company relies on. Many of the
Group's patent applications for its existing inventions are still pending. In
addition, effective protection may be unavailable or limited in some
jurisdictions.
Also, no assurance can be given that the Group will develop products which are
patentable or that patents will be sufficiently broad in their scope to
provide protection for the Group's intellectual property rights against third
parties.
The Group also relies upon unpatented proprietary technology, processes,
know-how and in-house software. The Group has confidentiality agreements in
place with customers, partners, suppliers and employees who have access to its
proprietary information and know-how but such agreements may be breached and
the Group may not have adequate remedies for any breach. Finally, the Group's
trade secrets may become known otherwise or be independently developed by
competitors.
Any misappropriation of the Group's proprietary technology and intellectual
property could have a negative impact on the Group's business and its
operating results. Litigation may be necessary in the future to enforce or
protect the Group's rights or to determine the validity or scope of the
proprietary rights of others. Litigation could cause the Group to incur
substantial costs and divert resources and management attention away from its
daily business and there can be no guarantees as to the outcome of any such
litigation.
2.4 The Group may inadvertently infringe a third party's intellectual property rights
Although the Group believes that its technologies do not currently infringe
upon patents held by others, no assurance can be given that such infringements
do not exist or will not exist in the future. The Group may be unaware of
filed patent applications and issued patents that could include claims
covering the Company's products. There is a risk that the Group may
inadvertently infringe a patent held by another party. In order to mitigate
this risk, the Company engages external patent attorneys and technical
consultants when appropriate. Further, there can be no assurances that others
have not developed, or will not develop, similar or competing products,
duplicate any of the products of the Group or design around any pending patent
application or patents (if any) subsequently granted in favour of the Group.
Parties making claims of infringement may be able to obtain injunctive or
other equitable relief that could effectively block the Group's ability to
sell or supply its products or to license its technology and could cause the
Group to pay substantial royalties, licensing fees or damages or incur
substantial costs in redesigning those products that contain the allegedly
infringing intellectual property or in obtaining alternative technology. There
can be no assurance that the Group will be able to obtain alternative
technology on a timely basis or, if any licences are required, that the Group
will be able to obtain any such licence on commercially favourable terms, if
at all. This may have a material adverse effect on the Group and its ability
to compete.
The defence of any lawsuit could divert management's efforts and attention
from ordinary business operations and result in time-consuming and expensive
litigation, regardless of the merits of such claims, which could materially
and adversely affect the Group's business, results of operations and financial
condition. Any potential intellectual property litigation could also involve
the Group losing the opportunity to license its technology to others or to
collect royalty payments based upon successful protection and assertion of its
intellectual property against others. In addition, the Group may be required
to develop alternative non-infringing solutions that may require significant
time and substantial unanticipated resources. There can be no assurance that
such claims will not have a material adverse effect on the Group's business,
financial condition or results.
2.5 The Group is exposed to potential product liability
Some of the Group's activities expose it to potential product liability and
professional indemnity risks, as well as litigation and reputational risks,
which are inherent in the development and manufacture of its products and
future products. Any product liability claim brought against the Group, with
or without merit, could result in the increase of the Group's product
liability insurance rates or the inability to secure coverage in the future.
There can be no assurance that the necessary insurance cover will be available
to the Group at a commercially acceptable cost or that, in the event of any
claim, the level or extent of insurance carried by the Group now or in the
future will be adequate, or that a product liability or other claim would not
materially and/or adversely affect the business of the Group.
2.6 Contravention of environmental and safety regulation could have an adverse impact on the Group
The Company's operations, including its development facilities, are subject to
environmental and safety laws and regulations, including those governing the
use of hazardous materials. The cost of compliance with these and similar
future regulations could be substantial. Although the Directors believe that
the Group's procedures comply with applicable regulations, the risk of
accidental contamination or injury from such materials cannot be eliminated.
In the event of an incident, the resulting liabilities could have an adverse
impact on the Group. Similarly, many of the Company's suppliers, collaborators
and customers are subject to similar laws and regulations. Contravention of
these laws and regulations by such parties could have an adverse impact on the
Group.
3. RISKS RELATING TO THE GROUP'S BUSINESS AND OPERATIONS
3.1 The Group is reliant on core technology and development
If any part of the Group's technology suffers a technical malfunction, the
Group's ability to continue operations and perform work for customers and
partners may be affected. If faults and breakdowns cannot be rectified in a
timely and economic manner, these factors could have a material adverse effect
on the Group's business, financial condition and results of operations.
The Group has limited capacity to run experiments and process data. If
capacity constraints lead to development programme delays and termination of
contracts with customers, this could have a material adverse effect on the
Group's business, financial condition and results of operations. The Group's
current development capacity limits the number of new projects and partners
with which it can work.
3.2 The Group has historically been loss making and its future capital needs are uncertain and may necessitate the need to raise additional funds in the future
The Group has historically been loss making and there can be no certainty
when, or if, profitability or positive operating cash flow will be achieved.
Further the Group cannot be certain of its future financing needs or that
suitable financing will be available in the required amounts or on acceptable
terms. The Group's future capital needs, and other business reasons at that
time, may require the Company to issue additional equity or obtain a credit
facility. If additional equity or equity-linked securities were to be issued
this may result in the dilution of existing Shareholders' holdings. The
incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would restrict the
Group's operations or the Group's ability to pay dividends to Shareholders or,
in the worst scenario, it may not be able to continue operations. Whilst the
Directors believe that the net proceeds of the Placing will improve the
working capital position of the Company, there can be no guarantee that the
amount raised will be sufficient to result in an unqualified audit opinion in
the upcoming audit.
3.3 The Group may not achieve anticipated revenues or growth
The Group's future success will depend on the ability of the Directors to
implement their objectives and strategy. Whilst the Directors are confident
about the Group's prospects, there is no certainty that anticipated revenues
or growth can be achieved. The Group has over 10 years of operating history
but this may not be operating experience upon which its performance and
prospects during its anticipated expansion can be properly compared and
evaluated against and it has experienced operating losses in each year since
its formation. The Group's ability to become and remain profitable depends on
a number of factors, including, in particular, being able to find and contract
with appropriate partners and customers. The rapidly evolving markets in which
the Company sells its products, its limited experience and progress in winning
partners and customers, as well as other factors, make it difficult for the
Group to forecast revenues accurately. As a result, the Group could experience
budgeting and cash flow management problems, unexpected fluctuations in its
results of operations and other difficulties, any of which would make it
difficult for the Group to gain and maintain profitability. Potential
investors should be aware of the risks associated with an investment in
companies with limited trading histories. There can be no assurance that the
Group will operate profitably, produce a reasonable return, if any, on
investment, or remain solvent. If the Group's strategy proves unsuccessful,
Shareholders could lose all or part of their investment.
3.4 Management of the Group's growth strategy
There can be no certainty that the Group will be able to implement
successfully its stated strategy. The ability of the Group to implement its
strategy in rapidly evolving and competitive markets will require effective
management planning and operational controls. The Directors anticipate that
significant expansion will be required to respond to market opportunities. The
Group's growth plans may place a significant strain on the Group's management,
operational, financial and personnel resources. The Group's future growth and
prospects will depend on its ability to manage this growth and to continue to
expand and improve operational and financial performance, whilst at the same
time maintaining effective cost controls. The Group's future growth may
depend, in part, on its ability to identify suitable acquisition targets.
There can be no assurance that any targets identified will be available at a
value which makes them suitable for acquisition at the relevant time, or that
third party finance required to fund the acquisition will be available on
acceptable terms. Any failure to expand and improve operational, financial and
quality control systems in line with the Group's growth could have a material
adverse effect on the Group's business, financial condition and results of
operations.
3.5 The Group's competitors may take actions which adversely affect its financial condition
The Company faces competition from other companies within its industry and, in
addition, there is a risk that the Group's commercialisation partners, and
potential commercialisation partners, may elect to undertake in-house the
technology and product development that the Group currently operates for them
instead of partnering with the Group. There may also be products and
competitors that the Group is currently unaware of that could have a
detrimental effect on the business performance of the Group. There can be no
assurance that the Group's current and future competitors will not develop
superior technology, offer superior products to the Group, sell products at a
lower price to the Group, or achieve greater market acceptance in the Group's
target markets, or precede the Group in receiving any necessary regulatory
approvals, which may render one or more of the Group's technologies or
products obsolete and/or otherwise uncompetitive.
Technologies and products developed by the Group may have a shorter commercial
life than anticipated, if any, due to the invention or development of more
successful technologies or products by competitors. Competitors of the Group
may have longer operating histories, greater name recognition, access to
larger customer bases and significantly greater financial, research,
development, sales and marketing, operational, manufacturing, distribution and
personnel resources than the Group. As a result, such competitors may be able
to respond more quickly and effectively to changing customer demands or to
devote greater resources to the development, promotion and sale of their
products than the Company can, giving them a competitive advantage. While the
Directors are confident that the Group's technologies and products are
generally well-protected by its patent portfolio and by the Company's
proprietary know-how and expertise, there can be no assurance that new
technology and new competitive products or solutions will not emerge, or that
they will not be equally or more attractive than the Group's products or
solutions and therefore threaten the Group's market position. There can be no
assurance that the Group will be able to compete successfully with existing or
new competitors and, if that proves to be the case, this may have an adverse
effect on the Group's business, financial condition and results.
3.6 The Group is dependent on technology and product development
Although the Group has successfully completed the initial development of
several products, continued research and development of additional products
will be required. There can be no assurance that any of the Group's product
candidates will be successfully developed or commercialised. The Group may
encounter delays and incur additional development and production costs and
expenses, over and above those expected by the Directors, in order to develop
products at sufficient quality and low enough cost for future partnership.
Furthermore, there can be no assurance that any of the Group's developed
products will successfully complete any applicable regulatory certification or
clinical testing process or that they will meet the regulatory and production
requirements necessary for commercial distribution. If the Group's development
programme is curtailed due to any of the above issues, this may have an
adverse material effect on the Group's business and financial conditions.
The Group's success and ability to compete are dependent on underlying
technologies which the Group has developed or may develop in the future. There
is a risk that the technology that the Group has developed or may develop in
the future may not work as well as planned or that the marketing of the
technology may not be as successful as the Group hopes. Furthermore, the
markets in which the Group and its commercialisation partners compete, or plan
to compete, are characterised by constantly and rapidly changing technologies
and technological obsolescence. The Group's ability to compete successfully
depends on the technological and creative skill of the Company's personnel,
consultants and contractors and their ability to design, develop, manufacture,
assemble, test, market and support new products and enhancements on a timely
and cost-effective basis to satisfy the demands and expectations of customers.
There is no assurance that the Group will be able to do this. Any failure to
anticipate technological changes, to develop, use or procure new technologies,
or to react to changes in existing technologies could materially delay its
development of new products or enhancements, which could result in product
obsolescence, loss of revenue opportunities and customer migration, negatively
affecting the Group's financial results.
3.7 Dependence on key executives and personnel
The Group's development and prospects are dependent upon training and
retaining qualified professional, scientific and technical operating staff. In
particular, the Group's success depends to a significant degree upon the
vision, technical and specialist skills, experience, performance, and
continued service of its Directors, senior management and other key personnel.
Whilst the Group has entered into contractual arrangements with these
individuals with the aim of securing the services of each of them, retention
of these services cannot be guaranteed and the loss of the services of any of
the Directors, senior management or key personnel may have a material adverse
effect on the Group and its commercial and financial performance and damage
the value of an investment in the Ordinary Shares.
3.8 Ability to recruit and retain skilled personnel
The ability to continue to attract and retain employees with the appropriate
expertise and skills cannot be guaranteed. Identifying and hiring any
additional personnel and replacements could be costly and might require the
Group to grant significant equity awards or other incentive compensation,
which could adversely impact its financial results, and there can be no
assurance that the Group will have sufficient financial resources. Effective
product development and innovation, upon which the Group's success is
dependent, is in turn dependent upon attracting and retaining talented
technical, engineering and marketing personnel, who represent a significant
asset and serve as the source of the Company's technological and product
innovations. In addition, to expand the Company's customer base and increase
sales, the Group will need to hire additional qualified sales personnel. If
the Group is unable to hire, train and retain such personnel in a timely
manner, the development and introduction of the Group's products could be
delayed and its ability to sell its products and otherwise to grow its
business will be impaired and such delay and inability may have a detrimental
effect upon the performance of the Group.
3.9 The success of the Group's present business model is, in part, dependent on third parties
The Group relies on a number of relationships, including key relationships
with Cirtec who provide a clear route to market for Stereax® and Agratas who
recently joined Ilika's Goliath industrialisation programme. The termination
of these relationships could restrict the Group's workflow capacity and/or
ability to develop new techniques and solutions to technical problems. Any of
these factors could have a material adverse effect on the business, financial
condition, results of operations and cash-flows of the Group.
In addition, the Group is reliant on a small number of partners for its joint
development programmes as well as a relatively small number of suppliers of
parts used in the design and build of the bespoke equipment installed, or to
be installed, in its third party fabrication facilities (such as that provided
by Cirtec). Failure to deliver products to such customers and partners or the
termination by any of these customers, partners or suppliers of their
agreements with the Group or any of such customers, partners or suppliers
becoming insolvent, being acquired by third parties or otherwise ceasing to
trade with the Group for any reason or significant increases in prices charged
by the Group's parts and/or equipment suppliers as a consequence of increased
demand, for example, could therefore have a material adverse effect on the
business, financial condition, results of operations and cash-flows of the
Group.
The Group is reliant on grant funding administered by UK Government agencies
including the Faraday Battery Challenge, Innovate UK and the Advanced
Propulsion Centre. Grants are awarded through competitions and there is no
guarantee of success in future competitions, nor the availability of such
competitions.
3.10 The Group may be subject to force majeure risks
The Group's operations now or in the future may be adversely affected by risks
outside the control of the Group such as labour unrest, civil disorder, war,
terrorist attacks, subversive activities or sabotage including cyber attacks,
fires, floods, explosions or other catastrophes, epidemics including the
Coronavirus (COVID-19) outbreak or quarantine restrictions.
3.11 The Group's disaster recovery plans may not be sufficient
The Group depends on the performance, reliability and availability of its
laboratory and pilot line equipment and information technology systems. Any
damage to or failure of its equipment and/or systems could result in
disruptions to the Group's research and operations. The Group's disaster
recovery plans may not adequately address every potential event and its
insurance policies may not cover any loss in full or in part (including losses
resulting from business interruptions) or damage that it suffers fully or at
all, which could have a material adverse effect on the Group's business,
financial position or prospects.
3.12 The Group's counterparties may become insolvent
There is a risk that parties with whom the Group trades or has other business
relationships (including partners, customers, suppliers and other parties) may
become insolvent. This may be as a result of general economic conditions or
factors specific to that company. In the event that a party with whom the
Group trades becomes insolvent, this could have an adverse impact on the
revenues and profitability of the Group.
3.13 Financial risk
There are a number of financial risks which are outside the control of the
Group and which can affect revenues and/or costs. The Group does not fully
hedge against such risks currently. These include varying international
exchange rates, interest rates, world commodity prices, energy prices and
supplies, raw materials prices and supplies, inflation and international
trends in trade, tariffs and protectionism and changes in the legal and
regulatory framework. The Group's operations, business and financial
performance are affected by these factors, which are beyond the control of the
Group.
3.14 Tax risk
Any change in the Group's tax status or in taxation legislation in the UK
could affect the Group's ability to provide returns to Shareholders.
Statements in this Announcement concerning the taxation of investors in shares
are based on current law and practice, which is subject to change. The
taxation of an investment in the Group depends on the individual circumstances
of investors.
The nature and amount of tax which members of the Group expect to pay and the
reliefs expected to be available to any member of the Group are each dependent
upon a number of assumptions, any one of which may change and which would, if
so changed, affect the nature and amount of tax payable and reliefs available.
In particular, the nature and amount of tax payable is dependent on the
availability of relief under tax treaties and is subject to changes to the tax
laws or practice in any of the jurisdictions affecting the Group. Any
limitation in the availability of relief under these treaties, any change in
the terms of any such treaty or any changes in tax law, interpretation or
practice could increase the amount of tax payable by the Group.
4. RISKS RELATING TO THE CAPITAL RAISING AND THE ORDINARY SHARES
4.1 The price of the Ordinary Shares may fluctuate significantly and investors could lose all or part of their investment
The share price of AIM companies can be highly volatile, which may prevent
Shareholders from being able to sell their Ordinary Shares at or above the
price they paid for them. The Issue Price may not be indicative of prices that
will prevail in the trading market and investors may not be able to resell the
Ordinary Shares at or above the price they paid for them. The market price and
the realisable value for the Ordinary Shares could fluctuate significantly for
various reasons, many of which are outside the Group's control. In addition,
the published market price of the Ordinary Shares will be, typically, their
middle market price. Due to the potential difference between the middle market
price of the Ordinary Shares and the price at which the Ordinary Shares can be
sold, there is no guarantee that the realisable value of the Ordinary Shares
will be the same as the published market price.
4.2 There may not be a liquid secondary market for the Ordinary Shares, the price of which may fluctuate significantly, and Shareholders could lose all or part of their investment
The Company is currently traded on AIM which is perceived to involve a higher
degree of risk and to be less liquid than the Official List. Shareholders do
not have a right for their Ordinary Shares to be redeemed and the Company does
not have a fixed winding-up date. Those Shareholders wishing to realise their
investment will be required to dispose of their Ordinary Shares on the stock
market or vote to wind-up the Company. Admission should not be taken as
implying that there will be a liquid market for the New Ordinary Shares. There
is no guarantee that an active market will arise or be sustained for the
Ordinary Shares. If an active trading market is not maintained, the liquidity
and trading price of the Ordinary Shares could be adversely affected. Even if
an active trading market is maintained, the market price for the Ordinary
Shares may fall below their original issue price and Shareholders may not
realise their initial investment.
4.3 There is no guarantee that dividends will be paid by the Company
Any dividend on the Ordinary Shares will be limited by the Group's
performance. As the Company has not yet generated a profit, it has not yet
paid any dividends to Shareholders. The Company continues to keep its dividend
policy under review and may revise it from time to time as its business
develops. As a holding company, the Company's ability to pay dividends in the
future will be affected by a number of factors, principally the Company's
generation of distributable profits and the receipt of sufficient dividends
from its subsidiaries. The Group's members may be precluded from paying
dividends by various factors, such as their own financial condition,
restrictions in existing or future financing documents to which they are party
or applicable law. Under English law, a company can only pay dividends to the
extent that it has distributable reserves and cash available for this purpose.
In addition, the Company may not pay dividends if the Directors believe this
would cause the Company to be inadequately capitalised or if, for any other
reason, the Directors conclude it would not be in the best interests of the
Company. Any of the foregoing could limit the payment of dividends to
Shareholders or, if the Company does pay dividends, the amount of such
dividends.
4.4 Shareholders may suffer dilution as a consequence of the Capital Raising
Regardless of whether a Qualifying Shareholder takes up their entitlements
under the Open Offer, the effect of the Capital Raising will be a reduction of
their proportionate ownership and voting interests in the Company (unless a
Shareholder applies for, and obtains, Excess Shares under the Open Offer).
For those Qualifying Shareholders who do not participate in the Open Offer,
their proportionate ownership and voting interest in the Company will be
reduced further as a consequence of the Open Offer. In particular, to the
extent that Qualifying Shareholders do not take up the offer of Open Offer
Shares under the Open Offer, their proportionate ownership and voting interest
in the Company will be further reduced and the percentage that their
shareholdings represent of the ordinary share capital of the Company will,
following Admission, be reduced accordingly.
Subject to certain exceptions, Qualifying Shareholders in the United States
and other Restricted Jurisdictions will not be able to participate in the Open
Offer.
4.5 Future issuances of Ordinary Shares may dilute the holdings of Shareholders and may depress the price of the Ordinary Shares
Other than in connection with the Capital Raising or pursuant to employee
share plans or other similar incentive arrangements, the Company has no
current plans for an offering of Ordinary Shares. However, it is possible that
the Company may decide to offer additional Ordinary Shares in the future.
Future sales or the availability for sale of substantial amounts of Ordinary
Shares in the public market could dilute the holdings of Shareholders,
adversely affect the prevailing market price of the Ordinary Shares and impair
the Company's ability to raise capital through future offerings of equity
securities.
4.6 Importance of passing the Resolutions to complete the Capital Raising
The Resolutions to be proposed at the General Meeting will be proposed as an
ordinary resolution and a special resolution and, to be passed, will require
the support of, in the case of the ordinary resolution, a simple majority of
the total voting rights of Shareholders who (being entitled to do so) vote on
such resolution at the General Meeting and in relation to the special
resolution, three-quarters of the total voting rights of Shareholders who
(being entitled to do so) vote on such resolution at the General Meeting. The
Capital Raising is conditional, inter alia, on the passing of the Resolutions.
In the event that the Resolutions are not passed, the Company will not be able
to proceed with the Capital Raising, with the result that the anticipated net
proceeds of the Capital Raising will not become available to fund proposed
upcoming expenditure and achieve the objectives currently being pursued by the
Board. The Group's business plan and growth prospects may also be adversely
affected as a result.
APPENDIX 2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Open Offer Record Date 6.00 p.m. on 9 May 2024
Announcement of the Capital Raising 10 May 2024
Date Existing Ordinary Shares marked 'ex-entitlement' by the London Stock 8.00 a.m. on 13 May 2024
Exchange
Expected date of the Circular and of the posting of the Circular, Application 13 May 2024
Forms and Forms of Proxy
Open Offer Entitlements and Excess Open Offer Entitlements credited to CREST 14 May 2024
stock accounts of Qualifying CREST Shareholders
Recommended latest time and date for requesting withdrawal of Open Offer 4.30 p.m. on 21 May 2024
Entitlements and Excess Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements and/or Excess Open 3.00 p.m. on 22 May 2024
Offer Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 23 May 2024
market claims in relation to Open Offer Entitlements only)
Latest time and date for receipt of completed Forms of Proxy and receipt of 11.00 a.m. on 24 May 2024
electronic proxy appointments via CREST
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 28 May 2024
full under the Open Offer or settlement of the relevant CREST instructions (as
appropriate)
General Meeting 11.00 a.m. on 29 May 2024
Results of the General Meeting and the Open Offer expected to be announced 29 May 2024
through a Regulatory Information Service
Expected date for Admission and commencement of dealings in the Placing 8.00 a.m. on 31 May 2024
Shares, the Open Offer Shares and any Director Subscription Shares
Expected date on which CREST accounts to be credited with Placing Shares, Open As soon as possible following Admission
Offer Shares and Director Subscription Shares in uncertificated form
Expected date for despatch of definitive share certificates in respect of Within 14 days of Admission
Placing Shares, Open Offer Shares and Director Subscription Shares to be
issued in certificated form
Long Stop Date 8.00 a.m. on 30 June 2024
Notes:
(1) References to times in this Announcement are to London time (unless
otherwise stated).
(2) Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by the Company to the Shareholders by
announcement through a Regulatory Information Service.
(3) Admission and the commencement of dealings in the New Ordinary
Shares on AIM are conditional on, inter alia, the passing of the Resolutions
at the General Meeting.
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context otherwise requires:
"Act" the Companies Act 2006
"Admission" admission of the Placing Shares, the Open Offer Shares and the Director
Subscription 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 published by the London Stock Exchange from time
to time
"Announcement" this announcement, including the appendices, published by the Company in
connection with the Capital Raising
"Application" the application to the London Stock Exchange for Admission as required by Rule
29 of the AIM Rules
"Application Form" the personalised application form accompanying the Circular (where
appropriate) pursuant to which Qualifying Non-CREST Shareholders (other than
certain Overseas Shareholders) may apply to subscribe for Open Offer Shares
under the Open Offer
"Berenberg" Joh. Berenberg, Gossler & Co. KG, London Branch
"Board" or "Directors" the board of directors of the Company
"Bookbuild" the accelerated bookbuild which will be launched immediately following this
Announcement
"Capital Raising" the Placing, the Open Offer and the Director Subscriptions
"Circular" a circular to be published by the Company and sent to shareholders of the
Company shortly after the close of the Bookbuild containing further details of
the Capital Raising and convening the General Meeting in order to pass the
Resolutions
"Cirtec" Cirtec Medical Corporation
"Company" or "Ilika" Ilika plc
"CREST" or "CREST system" the relevant system (as defined in the CREST Regulations) for the paperless
settlement of trades and the holding of uncertificated securities operated by
Euroclear
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755)
"CREST Sponsor" a CREST Participant admitted to CREST as a CREST Sponsor
"Director Subscriptions" the subscriptions to be made at the Issue Price by, or on behalf, the
following Directors
(a) Graeme Purdy, in respect of 53,571 New Ordinary Shares;
(b) Keith Jackson, in respect of 17,857 New Ordinary Shares; and
(c) Jason Stewart, in respect of 7,142 NewOrdinary Shares.
"Director Subscription Agreements" the subscription agreements to be entered into between the Company and each of
the Directors subscribing for Director Subscription Shares
"Director Subscription Shares" the 78,570 New Ordinary Shares to be issued pursuant to the Director
Subscriptions
"Enlarged Issued Share Capital" the issued ordinary share capital of the Company immediately following each
Admission
"EVs" electric vehicles
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Excess Application Facility" the arrangement pursuant to which Qualifying Shareholders may apply for any
number of Open Offer Shares in excess of their Open Offer Entitlement provided
that they have agreed to take up their Open Offer Entitlement in full in
accordance with the terms and conditions of the Open Offer
"Excess CREST Open Offer Entitlement" in respect of each Qualifying CREST Shareholder, the entitlement (in addition
to their Open Offer Entitlement) to apply for Open Offer Shares pursuant to
the Excess Application Facility, which is conditional on them taking up their
Open Offer Entitlement in full and which may be subject to scaling back in
accordance with the provisions of set out in the Circular
"Excess Open Offer Entitlement" in respect of each Qualifying Shareholder, the entitlement (in addition to
their Open Offer Entitlement) to apply for Open Offer Shares pursuant to the
Excess Application Facility, which is conditional on them taking up their Open
Offer Entitlement in full and which may be subject to scaling back in
accordance with the provisions set out in the Circular
"Excess Shares" Open Offer Shares applied for by Qualifying Shareholders under the Excess
Application Facility
"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked "ex" for entitlement
under the Open Offer, being 8.00 a.m. on 13 May 2024
"Existing Ordinary Shares" the 158,975,667 existing Ordinary Shares in issue as at 9 May 2024, being the
last practicable date before the publication of this Announcement
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General
Meeting and accompanying the Circular
"FSMA" the Financial Services and Markets Act 2000
"General Meeting" the general meeting of the Company to be held at the offices of Eversheds
Sutherland (International) LLP at One Wood Street, London EC2V 7WS at 11.00
a.m. on 29 May 2024, or any adjournment thereof, notice of which is set out at
the end of the Circular
"Group" the Company and its subsidiary undertakings from time to time
"IIoT" Industrial Internet of Things
"Issue Price" the price at which the New Ordinary Shares are to be allotted and issued
pursuant to the Capital Raising, being 28 pence per New Ordinary Share
"Joint Bookrunners" Liberum and Berenberg
"kWh" kilowatt hour
"Liberum" Liberum Capital Limited
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 30 June 2024
"Member Account ID" the identification code or number attached to any member account in CREST
"Money Laundering Regulations" the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (as amended), the money laundering provisions
of the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and the
Criminal Finances Act 2017
"MVP" Minimum Viable Product
"MWh" megawatt hour
"New Ordinary Shares" the Placing Shares, the Open Offer Shares and the Director Subscription Shares
"Notice of the General Meeting" the notice of the General Meeting to be set out at the end of the Circular
"OEMs" original equipment manufacturer
"Official List" the Official List of the FCA
"Open Offer" the conditional invitation to be made by the Company to Qualifying
Shareholders to subscribe for the Open Offer Shares at the Issue Price on the
terms and subject to the conditions set out in Part 5 of the Circular and, in
the case of Qualifying Non-CREST Shareholders, in the Application Form
accompanying the Circular
"Open Offer Entitlement" the pro rata basic entitlement of a Qualifying Shareholder, pursuant to the
Open Offer, to apply to subscribe for 1 Open Offer Share for every 26 Existing
Ordinary Shares registered in its name as at the Record Date
"Open Offer Record Date" or "Record Date" the record date in relation to the Open Offer, being 6.00 p.m. on 9 May 2024
"Open Offer Shares" up to 6,114,449 new Ordinary Shares to be issued by the Company to Qualifying
Shareholders pursuant to the Open Offer
"Ordinary Shares" ordinary shares of £0.01 each in the capital of the Company
"Overseas Shareholders" Shareholders with registered addresses in, or who are citizens, residents or
nationals of, jurisdictions outside of the UK
"Placees" means a Relevant Person (including individuals, funds or others) by whom or on
whose behalf a commitment to take up the Placing Shares has been given and who
has been invited to participate in the Placing by the Joint Bookrunners
"Placing" the conditional placing by the Joint Bookrunners, as agents for the Company,
of the Placing Shares at the Issue Price on the terms and conditions set out
in the Placing Agreement
"Placing Shares" up to 6,071,428 new Ordinary Shares proposed to be allotted and issued by the
Company to certain persons for cash pursuant to the terms and subject to the
conditions set out in the Placing Agreement which are not the Director
Subscription Shares
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in uncertificated form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in certificated form
"Qualifying Shareholders" Shareholders on the register of members of the Company on the Record Date with
the exclusion (subject to exemptions) of persons with a registered address or
located or resident in a Restricted Jurisdiction
"Receiving Agent" Computershare Investor Services PLC
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website
"Resolutions" the resolutions to be set out in the Notice of the General Meeting
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure for the Company if information
or documentation concerning the proposals set out in this Announcement is sent
or made available to Shareholders in that jurisdiction including, without
limitation, the United States of America, Canada, Australia, New Zealand,
Japan and the Republic of South Africa
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, each state thereof, its territories
"US Securities Act" the US Securities Act of 1933, as amended from time to time
"Wh/kg" watt-hour per kilogram
"£", "pounds sterling", are references to the lawful currency of the United Kingdom
"pence" or "p"
APPENDIX 4
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. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS
OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN ILIKA PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE
"US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER
OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement, the Placing and/or the issue or sale of
the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, either of the Joint Bookrunners or any
of their respective affiliates, agents, directors, partners (persönlich
haftende Gesellschafter), officers or employees (together "Representatives")
that would permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company and the Joint Bookrunners to inform themselves about and to
observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, New Zealand, Canada, the Republic of South Africa or
Japan or any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not require the
approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, New Zealand, 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 the United States, Australia, New Zealand,
Canada, the Republic of South Africa or Japan or any other jurisdiction
outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Joint Bookrunners and the Company
that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires
any Placing Shares pursuant to the Placing:
a. it is a Qualified Investor within the meaning of Article 2(e) of the
UK Prospectus Regulation;
b. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation:
i. the Placing Shares acquired by it have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in the United Kingdom other than Qualified Investors or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of persons
in the United Kingdom other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the UK Prospectus Regulation as
having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA (each a
"Relevant State") who acquires any Placing Shares pursuant to the Placing:
a. it is a Qualified Investor within the meaning of Article 2(e) of the
EU Prospectus Regulation; and
b. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation:
i. the Placing Shares acquired by it have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale to, persons
in a Relevant State other than Qualified Investors or in circumstances in
which the prior consent of the Joint Bookrunners has been given to the offer
or resale; or
ii. where Placing Shares have been acquired by it on behalf of persons in a
Relevant State other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation as having been
made to such persons;
4. 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 this Announcement;
5. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix;
6. 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 5 above) is outside of the United States acquiring
the Placing Shares in offshore transactions as defined in and in accordance
with Regulation S under the Securities Act; and
7. the Company and the Joint Bookrunners will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements,
undertakings and agreements.
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 the
FCA 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 subject to any further terms set forth in the contract note
to be sent to individual Placees.
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, representation,
warranty or statement made by or on behalf of the Joint Bookrunners or the
Company or any other person and none of the Joint Bookrunners, the Company nor
any other person acting on such person's behalf nor any of their respective
Representatives 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 to be legal, tax or business
advice. Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, the Joint Bookrunners, as
agents for and on behalf of the Company, have agreed to use their respective
reasonable endeavours to procure Placees for the Placing Shares. The Placing
is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and will rank pari passu
in all respects with the existing issued ordinary shares of one penny each
(the "Existing Ordinary Shares") in the capital of the Company, including the
right to receive all dividends and other distributions declared, made or paid
in respect of such Existing Ordinary Shares after the date of issue of the
Placing Shares.
As part of the Placing, the Company has agreed that it will not, for a period
of 120 days after (but including) Admission, allot, issue, offer, sell,
contract to sell or issue, grant any option, right or warrant to subscribe for
or purchase or otherwise dispose of or create any interest or equity of any
person (including any right to acquire, option or right of pre-emption or
conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation,
security interest, title retention, or any other security agreement or
arrangement, or any agreement to create any of the foregoing over, directly or
indirectly, any "equity securities" (as defined in the Companies Act) (or any
securities convertible into or exchangeable for equity securities or which
carry rights to subscribe or purchase equity securities) or any interest in
any equity securities or agree to do any of such things or undertake any other
transaction with the same economic effect as any of the foregoing or announce
an offering of Ordinary Shares or any interest therein or to announce publicly
any intention to enter into any transaction described above. This agreement is
subject to certain customary exceptions and does not prevent the allotment and
issue of the Open Offer Shares pursuant to the Open Offer, the grant or
exercise of options under any of the Company's existing share incentives and
share option schemes, or following Admission the issue by the Company of any
Ordinary Shares upon the exercise of any right or option or the conversion of
a security already in existence.
Conditions to 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 the Joint Bookrunners under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
a. the passing of the Resolutions at the General Meeting (or any
adjournment thereof);
b. the Placing Agreement becoming unconditional in all respects (save
for any condition relating to Admission) and not having been terminated in
accordance with its terms prior to Admission;
c. the Company having allotted, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
d. Admission having become effective at or before 8.00 a.m. on 31 May
2024 or such later time as the Joint Bookrunners may agree with the Company
(not being later than 8.00 a.m. on the Long Stop Date),
(all conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement is not satisfied 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 the
Joint Bookrunners may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placees' 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 Bookbuilding Process, 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.
The Joint Bookrunners may, in their absolute discretion and upon such terms as
they think fit, waive satisfaction of all or any of the Conditions in whole or
in part, or extend the time provided for satisfaction of one or more
Conditions, save that certain Conditions including the Condition relating to
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 this
Appendix.
The Joint Bookrunners may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Joint Bookrunner nor any of its respective affiliates 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 nor for any decision any of them may make as to
the satisfaction of any Condition or in respect of the Placing generally and
by participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Joint Bookrunners.
In consideration for their services in relation to the Placing and Admission
and conditional upon completion of the Placing, the Joint Bookrunners will be
paid a commission based on the aggregate value of the Placing Shares at the
Issue Price.
Termination of the Placing
Each Joint Bookrunner may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to Admission if, inter
alia:
a. there has, in the opinion of that Joint Bookrunner (acting in good faith), been a breach of the warranties given to it;
b. there has, in the opinion of that Joint Bookrunner (acting in good
faith), been a material adverse change;
c. any statement contained in this Announcement or any other document
or announcement issued or published by or on behalf of the Company in
connection with the Placing is or has become or has been discovered to be
untrue or inaccurate in any respect or misleading in any respect; or
d. in the opinion of that Joint Bookrunner (acting in good faith), there
has been a force majeure event.
If one Joint Bookrunner (the "Withdrawing Joint Bookrunner") but not both
Joint Bookrunners serves notice to terminate the Placing Agreement, the other
Joint Bookrunner (the "Continuing Joint Bookrunner") may, in its absolute
discretion and without obligation, within 24 hours thereafter, elect, by
giving notice to the Company, to allow the Placing to proceed on the basis
that the Continuing Joint Bookrunner shall assume any and all obligations of
the Withdrawing Joint Bookrunner save (i) where the Withdrawing Joint
Bookrunner is the Company's nominated adviser, as nominated adviser to the
Company and (ii) as regards any breach of the terms of the Placing Agreement
by the Withdrawing Joint Bookrunner prior to the date of such termination,
which remain to be performed under the Placing Agreement. If the Continuing
Joint Bookrunner fails to make that election to the Company within such 24
hour period then the Placing Agreement will terminate.
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 this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company or either
of the Joint Bookrunners 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 the relevant Joint Bookrunner or for agreement
between the Company and the relevant Joint Bookrunner (as the case may be) and
that neither the Company nor the relevant Joint Bookrunner need make any
reference to such Placee and that none of the Company, the Joint Bookrunners
nor any of their respective Representatives 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. Each Placee
further agrees that they will have no rights against the Joint Bookrunners,
the Company or any of their respective directors or employees under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999
(as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations 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 after the issue by a Joint Bookrunner of a
trade confirmation email confirming that Placee's allocation and commitment in
the Placing.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00 a.m. on 31 May
2024 and that dealings in the Placing Shares on AIM will commence at the same
time.
Principal terms of the Placing
1. The Joint Bookrunners are acting as joint bookrunners to the Placing, as agents for and on behalf of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by either of the Joint Bookrunners to participate. Each of the Joint Bookrunners and any of their respective affiliates are entitled to participate in the Placing as principal.
3. The price per Placing Share (the "Issue Price") is fixed at 28 pence
and is payable to the relevant Joint Bookrunner (as agent for the Company) by
each Placee.
4. The Joint Bookrunners will, following consultation with the Company, determine in their absolute discretion the extent of each Placee's participation in the Placing, and this will be confirmed orally or in writing (including by email) by the relevant Joint Bookrunner as agent of the Company. Such confirmation will constitute a legally binding commitment on the relevant Placee to acquire the relevant Placing Shares.
5. Each Placee's allocation and commitment will be evidenced by a trade confirmation email issued to such Placee by the relevant Joint Bookrunner. The terms of this Appendix will be deemed incorporated in that contract note.
6. Each Placee's allocation and commitment to acquire Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (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 and the Company has agreed to allot and issue to that Placee.
7. Except as required by law or regulation, no press release or other
announcement will be made by either of the Joint Bookrunners 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.
8. Irrespective of the time at which a Placee's allocation(s) pursuant
to the Placing is/are confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same time,
on the basis explained below under "Registration and Settlement".
9. All obligations under the Placing will be subject to satisfaction of
the conditions referred to above under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to above under "Termination
of the Placing".
10. By participating in the Placing, each Placee will agree that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described above and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law and applicable FCA rules,
neither:
a. the Joint Bookrunners;
b. any of the Joint Bookrunners' respective affiliates, agents,
directors, officers, consultants, partners (persönlich haftende
Gesellschafter) or employees; nor
c. to the extent not contained within a or b, any person
connected with a Joint Bookrunner as defined in the FSMA (b and c being
together "affiliates" and individually an "affiliate" of such Joint
Bookrunner);
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 the Joint Bookrunners nor
any of their respective affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Placing or of such alternative method of effecting
the Placing as the Joint Bookrunners and the Company may agree.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and the Joint Bookrunners (in their capacity as bookrunners and
placing agents of the Company in respect of the Placing) that (save where the
relevant Joint Bookrunner expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its 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;
2. it has not received (and will not receive) a prospectus or other
offering document in connection with the Placing and acknowledges that no
prospectus or other offering document:
a. is required under the UK Prospectus Regulation or other applicable
law; and
b. has been or will be prepared in connection with the Placing;
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 for the Companies (the "AIM
Rules") and UK 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 has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing and neither the Joint
Bookrunners nor the Company nor any of their respective Representatives 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 this Announcement or any information
publicly announced through a Regulatory Information Service (as defined in the
AIM Rules) by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information"); nor has it requested
either Joint Bookrunner, the Company, any of their respective Representatives
or any person acting on behalf of any of them to provide it with any such
information;
5. neither Joint Bookrunner nor any person acting on behalf of it nor
any of their respective Representatives has or shall have any liability for
any Publicly Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the liability of any
person for fraudulent misrepresentation made by that person;
6.
a. the only information on 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, 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;
b. neither the Joint Bookrunners, nor the Company (nor any of their
respective Representatives) 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 Publicly Available
Information, nor will it provide any material or information regarding the
Company, the Placing or the Placing Shares;
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 the Joint Bookrunners or
any person acting on their behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and that neither the Joint Bookrunners nor any persons acting on their
behalf is responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the Company
contained in this Announcement or the Publicly Available Information nor will
they be liable for any Placee's decision to participate in the Placing based
on any information, representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise. Nothing in
this Appendix shall exclude any liability of any person for fraudulent
misrepresentation;
8. neither it nor the beneficial owner of the Placing Shares is, nor
will, at the time the Placing Shares are acquired, be a resident of the United
States, Australia, Canada, the Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise qualified,
and will not be registered or otherwise qualified, for offer and sale nor will
a prospectus be cleared or approved in respect of any of the Placing Shares
under the securities laws of the United States, or any state or other
jurisdiction of the United States, Australia, Canada, the Republic of South
Africa or Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for that purpose
is required;
10. it may be asked to disclose in writing or orally to the Joint
Bookrunners: (i) if he or she is an individual, his or her nationality; or
(ii) if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned;
11. 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 the terms of this Announcement on 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 the relevant Joint
Bookrunner determines;
12. 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 the 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 this Appendix) 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;
13. 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 with
an address in, or subject to the laws of, the United States, 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 the United States, Australia,
Canada, the Republic of South Africa or Japan and may not be offered, sold, or
acquired, directly or indirectly, within those jurisdictions;
14. 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;
15. 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;
16. 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;
17. it understands that:
a. the Placing Shares are "restricted securities" within the meaning of
Rule 144(a)(3) of the Securities Act and will be subject to restrictions on
resale and transfer subject to certain exceptions under US law;
b. no representation is made as to the availability of the exemption
provided by Rule 144 of the Securities Act for resales or transfers of Placing
Shares; and
c. it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons (as
defined in the Securities Act);
18. 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,
c. and in each case in accordance with all applicable securities laws
of the states of the United States and other jurisdictions;
19. 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;
20. 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:
"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 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.";
21. 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
Regulation D under the Securities Act) or any "directed selling efforts" (as
such term is defined in Regulation S under the Securities Act);
22. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing Shares
and it has made such investigation and has consulted its own independent
advisers or otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign
tax laws generally;
23. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, 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;
24. none of the Joint Bookrunners, the Company nor any of their respective
Representatives nor 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 either Joint Bookrunner and that neither Joint Bookrunner has any
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;
25. it will make payment to the relevant Joint Bookrunner for the Placing
Shares allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
the relevant Joint Bookrunner 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 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 this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
26. 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 the Company 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;
27. no action has been or will be taken by any of the Company, either of the
Joint Bookrunners or any person acting on behalf of the Company or either of
the Joint Bookrunners 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;
28. 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,
and that the Joint Bookrunners and the Company will not 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 acquire Placing Shares pursuant to the Placing and
agrees to indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted or transferred (as
applicable) to a CREST stock account of the relevant Joint Bookrunner who will
hold them as nominee on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
29. 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 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;
30. 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)(a)-(d) 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;
31. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom or a Relevant State prior to the expiry of a
period of six months from 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 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 (within the meaning of the UK Prospectus Regulation), or an
offer to the public in any member state of the EEA (within the meaning of the
EU Prospectus Regulation);
32. if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and, if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;
33. 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 this Announcement has not been approved by either
Joint Bookrunner 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;
34. it has complied and it will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all relevant provisions of the FSMA and the UK MAR in respect of
anything done in, from or otherwise involving the United Kingdom);
35. if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation, the Placing Shares acquired by it 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 the United Kingdom other
than Qualified Investors, or in circumstances in which the express prior
written consent of the Joint Bookrunners has been given to each proposed offer
or resale;
36. if in the United Kingdom, unless otherwise agreed by the Joint
Bookrunners, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and
not with a view to resale or distribution;
37. if it has received any inside information (for the purposes of the UK
MAR and section 56 of the Criminal Justice Act 1993 or other applicable law)
about the Company in advance of the Placing, it warrants that it has received
such information within the market soundings regime provided for in Article 11
of UK MAR and has not:
a. dealt (or attempted to deal) in the securities of the Company or
cancelled or amended a dealing in the securities of the Company;
b. encouraged, recommended or induced another person to deal in the
securities of the Company or to cancel or amend an order concerning the
Company's securities; or
c. unlawfully disclosed such information to any person, prior to the
information being made publicly available;
38. neither Joint Bookrunner, nor the Company nor any of their respective
Representatives nor any person acting on behalf of the Company, either Joint
Bookrunner or its Representatives 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 warranties, acknowledgements, agreements, undertakings,
or indemnities contained in the Placing Agreement nor the exercise or
performance of any of the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any Conditions or exercise any
termination right;
39. each Joint Bookrunner 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 this Announcement 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, either of the Joint Bookrunners and/or any of its respective
affiliates acting as an investor for its or their own account(s). Neither
the Joint Bookrunners 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;
40. it:
a. has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA
(together, the "Money Laundering Regulations");
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,
(together with the Money Laundering Regulations, 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 the Joint
Bookrunners 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 the Joint
Bookrunners 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 the Joint
Bookrunners may decide at their sole discretion;
41. in order to ensure compliance with the Regulations, each Joint
Bookrunner (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 the relevant Joint Bookrunner or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at the relevant
Joint Bookrunner's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at the relevant
Joint Bookrunner'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 the relevant Joint Bookrunner (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either the relevant Joint Bookrunner 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;
42. its participation in the Placing would not give rise to an offer being
required to be made by it, or any person with whom it is acting in concert,
pursuant to Rule 9 of the City Code on Takeovers and Mergers;
43. any money held in an account with either Joint Bookrunner 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. 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 the relevant
Joint Bookrunner's money in accordance with the client money rules and will be
used by the relevant Joint Bookrunner's in the course of its business; and the
Placee will rank only as a general creditor of the relevant Joint
Bookrunner's;
44. either Joint Bookrunner may choose to invoke the CASS Delivery Versus
Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit;
45. neither it nor, as the case may be, its clients expect the Joint
Bookrunners to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
COBS, and that the Joint Bookrunners are not acting for it or its clients, and
that the Joint Bookrunners will not be responsible for providing the
protections afforded to clients of the Joint Bookrunners or for providing
advice in respect of the transactions described in this Announcement;
46. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the trade confirmation 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 the
Joint Bookrunners' conduct of the Placing;
47. 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;
48. it irrevocably appoints any duly authorised officer of each Joint
Bookrunner 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 for which it
agrees to acquire upon the terms of this Announcement;
49. the Company, the Joint Bookrunners and others (including each of their
respective Representatives) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements, undertakings and
agreements, which are given to each Joint Bookrunner on its own behalf and on
behalf of the Company and are irrevocable;
50. 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:
a. 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;
and
b. will remain liable to the Company and the Joint Bookrunners for the
performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
51. subject to acquiring any Placing Shares, it will be bound by the terms
of the articles of association of the Company;
52. time is of the essence as regards its obligations under this Appendix;
53. 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 either of the Joint Bookrunners;
54. the Placing Shares will be issued subject to the terms and conditions of
this Appendix; and
55. the terms and conditions contained in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire Placing Shares pursuant to the
Bookbuilding Process and/or the Placing and all non-contractual or other
obligations arising out of or in connection with them, 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 or matter
arising out of such contract (including any dispute regarding the existence,
validity or termination of such contract or relating to any non-contractual or
other obligation 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 either of the Joint Bookrunners 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, the Joint
Bookrunners and each of their respective Representatives 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 this
Appendix or incurred by the Joint Bookrunners, the Company or each of their
respective Representatives arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after the completion of the Placing.
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
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, direct 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 the Joint Bookrunners 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 the Joint
Bookrunners 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 the Joint Bookrunners in
the event that either the Company and/or the Joint Bookrunners have incurred
any such liability to such taxes or duties.
The representations, warranties, acknowledgements, agreements and undertakings
contained in this Appendix are given to each Joint Bookrunner for itself and
on behalf of the Company and are irrevocable.
Liberum 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 or any other matters referred to in this Announcement, and Liberum
will not be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to in this
Announcement.
Berenberg, which is authorised and regulated by the German Federal Financial
Supervisory Authority and in the United Kingdom is deemed authorised under the
Temporary Permissions Regime and subject to limited regulation by the FCA, is
acting exclusively for the Company in connection with the Placing and will not
be acting for any other person (including any Placees) and will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Berenberg or for advising any other person in respect
of the matters referred to in this Announcement. No representation or
warranty, express or implied, is made by Berenberg as to the contents of this
Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Bookrunners do 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.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each Joint Bookrunner may (at its absolute discretion) satisfy its
obligations to procure Placees by itself 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 the
Joint Bookrunners, any money held in an account with the relevant Joint
Bookrunner 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 relevant Joint Bookrunner's money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment.
Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Capital Raising will not
be admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCGCGDUDBBDGSXRecent news on Ilika
See all newsREG - Ilika plc - Holding(s) in Company
AnnouncementREG - AIM - AIM Notice - 31/05/2024
AnnouncementREG - Ilika plc - Results of General Meeting Open Offer and TVR
AnnouncementREG - Ilika plc - Key Goliath Technology Validation Milestone
AnnouncementREG - Ilika plc - Trading Update, Notice of Results & Presentations
Announcement