REG - IP Group PLC - IP Group proposed firm placing and capital raise <Origin Href="QuoteRef">IPO.L</Origin> - Part 2
23/05/2017 07:07
- Part 2: For the preceding part double click ID:nRSW9307Fa
The Capital Raising is conditional upon:
· the passing of the Resolutions without amendment to be proposed at the
General Meeting to be held on 8 June 2017;
· the Placing Agreement having become unconditional in all respects save
for the condition relating to Admission and not being terminated in accordance
with its terms before Admission occurs; and
· Admission occurring by not later than 8.00 a.m. on 9 June 2017 (or such
later time and date as the Company and Numis may agree, being not later than
8.00 a.m. on 23 June 2017).
The Capital Raising is not conditional upon the Possible Acquisition.
Prior to Admission, Numis may terminate the Placing Agreement in certain
defined circumstances. Following Admission, the Placing Agreement cannot be
terminated.
If the conditions of the Placing Agreement are not fulfilled on or before 8.00
a.m. on 23 June 2017, application monies will be returned to applicants (at
the applicant's risk) without interest as soon as possible thereafter.
Capital Raising Admission
Applications will be made to the UKLA for the Capital Raising Shares to be
listed on the premium segment of the Official List and to the London Stock
Exchange for the Capital Raising Shares to be admitted to trading on the
London Stock Exchange's main market for listed securities. Capital Raising
Admission is expected to occur on 9 June 2017, when dealings in the Capital
Raising Shares are expected to begin.
General meeting
A General Meeting is to be held at the Company's offices at The Walbrook
Building, 25 Walbrook, London, EC4N 8AF at 10.00 a.m. on 8 June 2017. The full
text of the Notice of General Meeting will be set out in the Prospectus.
At the General Meeting, the Resolutions will be proposed to:
· approve the Capital Raising;
· approve the allotment of Capital Raising Shares pursuant to the
Capital Raising; and
· disapply statutory pre-emption rights in relation to the allotment
of equity securities for the purpose of the Firm Placing and the Placing, Open
Offer and Offer for Subscription, pursuant to section 570 of the Companies
Act.
Smaller related party transactions
Invesco Asset Management Limited ("Invesco"), which currently holds 25.4 per
cent. of the Company's outstanding share capital, has committed to subscribe
for 17,857,142 Firm Placed Shares for a total consideration of approximately
£25.0 million. Woodford Investment Management Limited ("Woodford"), which
currently holds 14.2 per cent. of the Company's outstanding share capital, has
committed to subscribe for 12,142,857 Firm Placed Shares for a total
consideration of approximately £17.0 million. Lansdowne Partners
("Lansdowne"), which currently holds 12.2 per cent. of the Company's
outstanding share capital, has committed to subscribe for 10,714,285 Firm
Placed Shares for a total consideration of approximately £15.0 million. The
commitment to subscribe for the aforementioned Firm Placing Shares by each of
Invesco, Woodford and Lansdowne, each of which is a substantial shareholder of
the Company under Chapter 11 of the Listing Rules, constitutes a related party
transaction under Listing Rule 11.1.10 R.
Recommendation
The Board considers the Capital Raising and the passing of each of the
Resolutions to be in the best interests of the Company and the Shareholders as
a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour
of each of the Resolutions to be put to the General Meeting as they intend to
do, or procure, in respect of their own beneficial holdings, amounting in
aggregate to 4,713,446 Shares, representing approximately 0.83 per cent. of
the Existing Shares.
It is anticipated that a Prospectus providing further details of the Firm
Placing and Placing, Open Offer and Offer for Subscription and convening the
General Meeting will be published shortly and posted to Shareholders. Copies
of the Prospectus will be available from the registered office of IP Group at
The Walbrook Building, 25 Walbrook, London, EC4N 8AF. The Prospectus will also
be available free of charge during normal business hours on any weekday
(except Saturdays, Sundays and public holidays) from the date of its
publication until Admission at the offices of Pinsent Masons LLP, 30 Crown
Place, London EC2A 4ES.
APPENDIX
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Accredited Investor" an "accredited investor" as defined in Section 501 of Regulation D under the US Securities Act
"Admission" the admission of the Capital Raising Shares (i) to the premium segment of the Official List and (ii) to trading on the London Stock Exchange's main market for listed securities, becoming effective in accordance, respectively, with LR 3.2.7G of the Listing
Rules and paragraph 2.1 of the Admission and Disclosure Standards
"Admission and Disclosure Standards" the requirements contained in the publication "Admission and Disclosure Standards" containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed
securities
"Application Form" the personalised application form on which Qualifying Non-CREST Shareholders who are registered on the register of members of the Company at the Record Date may apply for Open Offer Shares under the Open Offer
"Board" or "Directors" the board of directors of the Company
"Business Day" any day (excluding Saturdays, Sundays and public holidays) on which banks are open in London for the transaction of normal banking business
"Cambridge Innovation Capital Agreements" the arrangements entered into on 9 October 2013 between (1) Cambridge Innovation Capital plc and (2) IP2IPO and (1) the University of Cambridge (2) RBC CEES Trustee Limited (3) Cambridge Innovation Capital plc and (4) Cambridge Innovation Capital (Jersey)
Limited and the memorandum of understanding between Cambridge Innovation Capital plc and IP2IPO dated 9 October 2013, further details of which are set out in paragraph 14.20 of Part V of the Prospectus
"Capital Raising" the Firm Placing and the Placing, the Open Offer and the Offer for Subscription
"Capital Raising Shares" the Firm Placed Shares, the Placing Shares, the Open Offer Shares (including the Excess Shares) and the Offer for Subscription Shares to be allotted and issued by the Company pursuant to the Capital Raising
"Cardiff University Partnership" means the arrangements entered into on 29 November 2006 between (1) Fusion IP, (2) Fusion IP Cardiff Limited, (3) Cardiff University, (4) University College Cardiff Consultants Limited and (5) Cardiff Partnership Fund
"certificated" or "in certificated form" a share or security which is not in uncertificated form
"CIC" Cambridge Innovation Capital plc
"City Code" the City Code on Takeovers and Mergers issued by the Panel
"Closing Price" the closing middle-market price of a Share as derived from the Daily Official List
"CNAP Partnership" the arrangements entered into on 19 September 2003 between (1) the University of York, (2) IP2IPO and (3) Amaethon Limited (as subsequently amended on 16 March 2005), further details of which are set out in the Prospectus
"Companies Act" the Companies Act 2006, as amended
"Company" or "IP Group" IP Group plc, a company incorporated in England and Wales with registered number 04204490
"CREST" the relevant system, as defined in the CREST Regulations, for the holding of shares in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"CREST Regulations" or "Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 no. 3755), as amended
"Daily Official List" the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange
"Disclosure Guidance and Transparency Rules" the Disclosure Guidance and Transparency Rules of the FCA, as amended from time to time
"DOE Laboratories" Pacific Northwest National Laboratory, Argonne National Laboratory and National Renewable Energy Laboratory
"EEA" the European Economic Area
"Effective" means in the context of the Possible Acquisition, an offer having been declared or become unconditional, or as the case may be, a scheme of arrangement having become effective, in either case, in all respects in accordance with the requirement of the City
Code
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST
"Excess Application Facility" the arrangement pursuant to which Qualifying Shareholders may apply for Capital Raising Shares in excess of their Open Offer Entitlements provided they have agreed to take up their Open Offer Entitlements in full as set out in the Prospectus and, in the
case of Qualifying Non-CREST Shareholders, the Application Form
"Excess CREST Open Offer Entitlement" in respect of each Qualifying CREST Shareholder, the entitlement (in addition to his Open Offer Entitlements) to apply for Excess Shares, credited to his stock account in CREST, pursuant to the Excess Application Facility, which is conditional on such
Qualifying CREST Shareholder agreeing to take up his Open Offer Entitlements in full as set out in the Prospectus
"Excess Shares" the Capital Raising Shares for which Qualifying Shareholders may apply under the Excess Application Facility
"Excluded Territory" or "Excluded Territories" Australia, Canada, Japan, New Zealand, the Republic of South Africa and the United States
"Existing Shares" the Shares in issue as at the date of the Prospectus
"FCA" the Financial Conduct Authority of the United Kingdom
"FedIMPACT" FedIMPACT, LLC, a limited liability company incorporated in the State of Delaware
"Firm Placed Shares" the 96,428,566 new Shares to be allotted and issued by the Company pursuant to the Firm Placing
"Firm Placees" any persons who have agreed to subscribe for Firm Placed Shares pursuant to the Firm Placing
"Firm Placing" the conditional placing by Numis, on behalf of the Company, of the Firm Placed Shares pursuant to the Placing Agreement
"Finance Wales" Finance Wales Investment Limited, a company incorporated in England and Wales with registered number 01833687
"Finance Wales Co-Investment MOU" means the non-binding agreement entered into on 25 June 2013 between (1) Fusion IP and (2) Finance Wales, further details of which will be set out in the Prospectus
"Form of Proxy" the form of proxy accompanying the Prospectus for use by Shareholders in relation to the General Meeting
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fusion IP" Fusion IP plc, a company incorporated in England and Wales with registered number 05275732, being a wholly owned subsidiary of the Company
"General Meeting" the general meeting of the Company convened for 10.00 a.m. on 8 June 2017, notice of which will be set out in the Prospectus, and including any adjournment thereof
"Go9 Agreements" the commercialisation agreements entered into between IP Group Australia, the Company, IP2IPO Asia-Pacific Limited and each of the Go9 Universities
"Go9 Universities" Monash University, the Australian National University, the University of Adelaide, the University of Melbourne, the University of Queensland, the University of Sydney, the University of Western Australia, UNSW Australia and the University of Auckland or
the relevant commercial entity of each such Go9 University" and "Go9 University" shall mean any one of them
"Group" IP Group and its subsidiary undertakings
"IP2IPO" IP2IPO, a company incorporated in England and Wales with registered number 04072979, being a wholly owned subsidiary of the Company
"IP Group Australia" IP2IPO Australia Pty Ltd, a company incorporated in Australia with registered number A.C.N. 617 966 695, being a wholly owned subsidiary of the Company
"Issue" the issue of Capital Raising Shares pursuant to the Capital Raising
"Issue Price" 140 pence per Capital Raising Share
"KB" King's College London Business Limited, a company incorporated in England and Wales with registered number 02714181, being a wholly owned subsidiary of King's College London
"King's College London" King's College London, a body corporate incorporated by RoyalCharter
"King's College London Partnership" the arrangements entered into on 12 November 2009 between (1) King's College London, (2) KB and (3) IP2IPO, further details of which are set out in the Prospectus
"Listing Rules" the listing rules made by the FCA under Part VI of FSMA, as amended from time to time
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations" the Money Laundering Regulations 2007 (SI 2007/2157), as amended from time to time
"Non-Firm Placees" any persons who have agreed or shall agree to subscribe for Placing Shares pursuant to the Placing
"Notice of General Meeting" the notice of General Meeting set out in the Prospectus;
"Numis" Numis Securities Limited of The London Stock Exchange Building 10 Paternoster Square, London EC4M 7LT, acting as sponsor, underwriter, broker and joint financial adviser
"Offer for Subscription" the offer for subscription to the public in the UK of Capital Raising Shares on the terms set out in the Prospectus and subject to the conditions and (where applicable) the Subscription Form
"Offer for Subscription Shares" the Capital Raising Shares to be allotted and issued by the Company pursuant to the Offer for Subscription as the same may be increased or decreased at the discretion of the Directors as set out in this announcement and the Prospectus
"Official List" the Official List of the FCA pursuant to Part VI of FSMA
"Open Offer" the offer to Qualifying Shareholders, constituting an invitation to apply for Open Offer Shares and Excess Shares pursuant to the Excess Application Facility as the same may be increased or decreased at the discretion of the Directors as set out in the
Prospectus, on the terms and subject to the conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders, in the Application Form
"Open Offer Entitlement" the pro rata entitlement of each Qualifying Shareholders on the Record Date to apply for Open Offer Shares pursuant to the Open Offer
"Open Offer Shares" the 43,478,612 Capital Raising Shares to be offered to Qualifying Shareholders under the Open Offer
"OSI" Oxford Sciences Innovation plc
"Panel" the Panel on Takeovers and Mergers
"Partnerships" a long-term arrangement made by the Group with a university or other research intensive institution, including (where relevant), the University of Southampton Partnership, the King's College London Partnership, the University of Leeds Partnership, the
University of Surrey Partnership, the University of Bristol Partnership, the CNAP Partnership, the University of York Partnership, the Queen Mary Partnership, the University of Bath Partnership, the University of Glasgow Partnership, the University of
Sheffield Partnership, the Cardiff University Partnership, the University of Manchester Partnership, the Finance Wales Co-Investment MOU, the memorandum of understanding with each of the University of Nottingham, Swansea University and the Cambridge
Innovation Capital Agreements, the arrangements between the Group and each of Columbia University, University of Pennsylvania and Princeton University, and the initiative with FedIMPACT, LLC
"Placed Shares" the Firm Placed Shares and those Placing Shares allotted by the Company to Non-Firm Placees pursuant to the Placing
"Placees" the Firm Placees and the Non-Firm Placees
"Placing" the conditional subscription by the Non-Firm Placees for the Placing Shares which is subject to scale back as set out in the Prospectus
"Placing Agreement" the placing agreement dated 23 May 2017 between (1) the Company and (2) Numis, further details of which are set out in the Prospectus
"Placing Shares" the new Shares to be allotted and issued by the Company to Non-Firm Placees pursuant to the Placing as the same may be increased or decreased at the discretion of the Directors as set out in the Prospectus
"Possible Offer" The possible all-share offer for Touchstone
"Prospectus" the prospectus to be issued by the Company in respect of the Capital Raising, together with any supplements or amendments thereto
"Prospectus Rules" the prospectus rules of the UK Listing Authority made in accordance with section 73A of FSMA, as amended from time to time
"Qualified Purchaser" qualified purchaser, as defined in section 2(a)(51) of the US Investment Company Act
"Queen Mary Partnership" the arrangements entered into on 20 July 2006 between (1) QMUL and (2) IP2IPO as amended, further details of which are set out in paragraph 14.10 of Part V of the Prospectus
"QMUL" Queen Mary and Westfield College University of London, a body incorporated by Royal Charter
"QIB" qualified institutional buyers, as defined in Rule 144A under the US Securities Act
"Qualifying CREST Shareholders" Qualifying Shareholders holding Shares in uncertificated form in CREST
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Shares in certificated form
"Qualifying Shareholders" Shareholders on the register of members of the Company at the Record Date with the exclusion (subject to certain exceptions) of persons with a registered address or located or resident in the US or any other Excluded Territory
"Queen Mary Partnership" the arrangements entered into on 20 July 2006 between (1) QMUL and (2) IP2IPO as amended, further details of which are set out in the Prospectus
"Record Date" 5:30 p.m. on 19 May 2017
"Record Date Shares" the Shares in issue as at the Record Date
"Registrars" Capita Asset Services of The Registry, 34 Beckenham Road Beckenham, Kent BR3 4TU
"Regulation D" Regulation D under the US Securities Act
"Regulation S" Regulation S under the US Securities Act
"Regulatory Information Service" one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies
"Resolutions" the resolutions to be proposed at the General Meeting (and set out in the Notice of General Meeting) being (1) an ordinary resolution to approve the Capital Raising, (2) an ordinary resolution to authorise the Directors to allot Capital Raising Shares
pursuant to the Capital Raising and (3) a special resolution to disapply statutory pre-emption rights in relation to the allotment of equity securities pursuant to the Capital Raising
"Rothschild" NM Rothschild & Sons Limited, New Court St Swithin's Lane, London, EC4N 8AL, acting as joint financial adviser
"Share" an ordinary share of 2 pence in the capital of the Company and "Shares" shall be construed accordingly
"Shareholders" and each a "Shareholder" holders of Shares
"stock account" an account within a member account in CREST in which a holding of a particular share or other security in CREST is admitted
"Subscription Form" the application form in Appendix 4 of the Prospectus for use in connection with the Offer for Subscription
"Touchstone" Touchstone Innovations plc, a company incorporated in England and Wales with registered number 05796766
"Touchstone Directors or Touchstone Board" the directors of Touchstone
"UK Listing Authority" or "UKLA" the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"University of Bath Partnership" the arrangements entered into on 13 December 2007 between (1) the University of Bath, (2) IP2IPO and (3) the Company, further details of which are set out in the Prospectus
"University of Bristol Partnership" the arrangements entered into on 4 December 2005 between (1) the University of Bristol and (2) IP2IPO, further details of which are set out in the Prospectus
"University of Cambridge" the Chancellor, Masters and Scholars of the University of Cambridge
"University of Glasgow Partnership" the arrangements entered into on 10 October 2006 between (1) the University Court of the University of Glasgow and (2) IP2IPO, further details of which are set out in the Prospectus
"University of Leeds Partnership" the arrangements entered into on 15 July 2005 (as varied by a supplemental agreement dated 17 March 2011) between (1) the University of Leeds, (2) Techtran Group Limited (now IP Assist Services Limited) and (3) the Company, further details of which are set
out in the Prospectus
"University of Manchester Partnership" the arrangements entered into on 25 February 2013 between the University of Manchester (2) the University of Manchester 13 Limited and (3) IP2IPO, as subsequently varied, further details of which are set out in the Prospectus
"University of Oxford" the Chancellor, Masters and Scholars of the University of Oxford
"University of Sheffield Partnership" means the arrangements entered into on 26 January 2005 and made between (1) Fusion IP, (2) Fusion IP Trading Limited (now Fusion IP Sheffield Limited), (3) Sheffield University Enterprises Limited and (4) the University of Sheffield, as subsequently varied
and the arrangements relating to medical IP entered into on 23 November 2015 between (1) IP2IPO Limited and (2) the University of Sheffield, further details of which are set out in paragraph 14.4 of Part V of the Prospectus
"University of Southampton Partnership" the arrangements entered into on 20 March 2002, between (1) the University of Southampton, (2) University of Southampton Holdings Limited, (3) IP2IPO, (4) IML and (5) Southampton Asset Management Limited, as subsequently varied, further details of which
are set out in the Prospectus
"University of Surrey Partnership" the arrangements entered into on 9 February 2006 between (1) the University of Surrey and (2) IP2IPO, further details of which are set out in the Prospectus
"University of York Partnership" the arrangements entered into on 10 March 2006 (as supplemented by a side agreement dated 27 March 2009) between (1) the University of York and (2) IP2IPO, further details of which are set out in the Prospectus
"US Investment Company Act" the US Investment Company Act of 1940, as amended
"US Securities Act" the US Securities Act of 1933, as amended
All references to "GBP", "pounds", "pounds sterling", "sterling", "£", "pence"
and "p" are to the lawful currency of the UK.
All references to "US dollars" and "US$", are to the lawful currency of the
United States.
All references to "AU$", are to the lawful currency of Australia.
All references in this announcement to times are, unless the context otherwise
requires, references to the time in London, UK.
TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING
1. Introduction
Participation in the Firm Placing and/or the Placing is only available to
persons who are invited to participate by Numis. These terms and conditions
apply to persons making an offer to subscribe for Firm Placed Shares under the
Firm Placing and/or Placing Shares under the Placing. The Placee hereby agrees
with Numis and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Firm Placed Shares will be sold under the
Firm Placing and Placing Shares will be sold under the Placing. A Placee
shall, without limitation, become so bound if Numis confirms its allocation of
Firm Placed Shares under the Firm Placing and/or Placing Shares under the
Placing (as applicable) to such Placee.
Upon being notified of its allocation of Firm Placed Shares under the Firm
Placing and/or Placing Shares under the Placing through receipt of a contract
note, a Placee shall, subject to the provisions of the Prospectus with respect
to the Placed Shares, be contractually committed to acquire the number of Firm
Placed Shares and/or Placing Shares allocated to them (subject in the case of
the Placing Shares to scaling back in whole or part to satisfy applications
under the Excess Application Facility or the Offer for Subscription and/or as
determined by the Directors in consultation with Numis) at the Issue Price and
to the fullest extent permitted by law, will be deemed to have agreed not to
exercise any rights to rescind or terminate or otherwise withdraw from such
commitment. Dealing may not begin before any notification is made.
2. Agreement to acquire Firm Placed Shares and Placing Shares
Each of the Firm Placing and the Placing is conditional upon the following
conditions:
(i) the Resolutions being passed at the General Meeting;
(ii) the Placing Agreement having become unconditional in all
respects save for the condition relating to Admission, and not being
terminated in accordance with its terms before Admission becomes effective;
and
(iii) Admission becoming effective by not later than 8.00 a.m. on 9
June 2017 (or such later time and/or date as the Company and Numis may agree
(being no later than 23 June 2017) in accordance with the terms of the Placing
Agreement).
Subject to the above conditions, a Placee agrees to become a Shareholder and
agrees to acquire Firm Placed Shares and/or Placing Shares (as applicable) at
the Issue Price. The number of Firm Placed Shares issued to such Placee under
the Firm Placing and/or Placing Shares issued to such Placee under the Placing
shall be in accordance with the arrangements described above, subject to the
provisions of paragraph 6 of these terms and conditions with respect to the
Placing Shares.
3. Payment for Firm Placed Shares and Placing Shares
Each Placee undertakes to pay the Issue Price for each Firm Placed Share and
Placing Share issued to such Placee in such manner as shall be directed by
Numis. In the event of any failure by a Placee to pay as so directed by Numis,
the relevant Placee shall be deemed hereby to have appointed Numis or any
nominee of Numis to sell (in one or more transactions) any or all of the Firm
Placed Shares and Placing Shares in respect of which payment shall not have
been made as so directed and to have agreed to indemnify on demand Numis in
respect of any liability for UK stamp duty and/or stamp duty reserve tax
arising in respect of any such sale or sales.
4. Representations and Warranties
By receiving this document, each Placee and, in the case of paragraph 5.15 of
these terms and conditions, any person confirming his agreement to subscribe
for Firm Placed Shares and/or Placing Shares on behalf of a Placee or
authorising Numis to notify a Placee's name to the Registrars, is deemed to
acknowledge, agree, undertake, represent and warrant to each of Numis, the
Registrars and the Company that:
4.1 the Placee has read the Prospectus in its entirety and
acknowledges that its participation in the Firm Placing and/or the Placing (as
applicable) shall be made solely on the terms and subject to the conditions
set out in these terms and conditions, the Placing Agreement and the Articles.
Such Placee agrees that these terms and conditions and the contract note
issued by Numis to such Placee represents the whole and only agreement between
the Placee, Numis and the Company in relation to the Placee's participation in
the Firm Placing and/or the Placing and supersedes any previous agreement
between any of such parties in relation to such participation. Accordingly,
all other terms, conditions, representations, warranties and other statements
which would otherwise be implied (by law or otherwise) shall not form part of
these terms and conditions. Such Placee agrees that neither the Company, Numis
nor any of their respective officers or directors will have any liability for
any such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any such other
information or representation;
4.2 the Placee has the right, power and authority and has taken all
action necessary to subscribe for the Placing Shares under the Placing and/or
the Firm Placed Shares under the Firm Placing (as applicable) and to execute
and deliver all documents necessary for such subscription and to perform any
obligations under any contracts resulting therefrom and that the Placee is not
otherwise prevented by legal or regulatory restrictions from subscribing for
the Placing Shares under the Placing or the Firm Placed Shares under the Firm
Placing or acting on behalf of any such person on a non-discretionary basis;
4.3 neither Numis nor any person affiliated with Numis or acting on
its behalf is responsible for or shall have any liability for any information,
representation or statement contained in this announcement or the Prospectus
or any information previously published by or on behalf of the Company or any
member of the Group and will not be liable for any decision by a Placee to
participate in the Firm Placing and/or the Placing based on any information,
representation or statement contained in this announcement, the Prospectus or
otherwise;
4.4 the Placee acknowledges that the Capital Raising Shares will be
admitted to the Official List, and the Company is therefore required to
publish certain business and financial information in accordance with the
rules and practices of the FCA (collectively, the "Exchange Information"),
which includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that the
Placee is able to obtain or access such Exchange Information without undue
difficulty and is able to obtain access to such information or comparable
information concerning any other publicly traded company whose securities are
admitted to the Official List without undue difficulty;
4.5 the Placee acknowledges that neither Numis, nor any person
affiliated with Numis, nor any person acting on its behalf is making any
recommendations to it or advising it regarding the suitability or merits of
any transaction it may enter into in connection with the Firm Placing and/or
the Placing, and that participation in the Firm Placing and/or the Placing is
on the basis that it is not and will not be a client of Numis for the purposes
of the Firm Placing and/or the Placing (as applicable) and the Placee
acknowledges that neither Numis, nor any person affiliated with Numis, nor any
person acting on its behalf has any duties or responsibilities to the Placee
for providing the protections afforded to its clients or for providing advice
in relation to the Firm Placing and/or the Placing (as applicable) or in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or performance of any
of Numis's rights and obligations thereunder, including any right to waive or
vary any condition or exercise any termination right contained therein;
4.6 the Placee has not relied on Numis or any person affiliated with
Numis in connection with any investigation of the accuracy of any information
contained in the Prospectus or its investment decision and the Placee has
relied on its own investigation with respect to the Firm Placed Shares and/or
the Placing Shares (as applicable) and the Company in connection with its
investment decision;
4.7 in agreeing to purchase Firm Placed Shares under the Firm Placing
and/or Placing Shares under the Placing (as applicable), the Placee is only
relying on the Prospectus and/or any supplementary prospectus issued by the
Company in connection with the Capital Raising (as the case may be) or any
regulatory announcement that may be issued by the Company and not on any other
information or representation concerning the Group, the Firm Placing, the
Placing, the Firm Placed Shares or the Placing Shares;
4.8 save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither Numis nor any of its directors or
employees shall be liable to a Placee for any matter arising out of the role
of Numis as the Company's adviser and broker or otherwise, and that where any
such liability nevertheless arises as a matter of law each Placee will
immediately waive any claim against Numis and any of its directors and
employees which a Placee may have in respect thereof;
4.9 the Placee has complied with all such laws and such Placee will
not infringe any applicable law as a result of such Placee's agreement to
purchase Firm Placed Shares under the Firm Placing and/or Placing Shares under
the Placing and/or acceptance thereof or any actions arising from such
Placee's rights and obligations under their agreement to purchase Firm Placed
Shares under the Firm Placing and/or Placing Shares under the Placing (as
applicable) and/or acceptance thereof or under the Articles;
4.10 the Placee has accepted that its application is irrevocable and if
for any reason it becomes necessary to adjust the expected timetable as set
out in the Prospectus, the Company will make an appropriate announcement to a
Regulatory Information Service giving details of the revised dates. In
particular, the Company shall, in agreement with Numis, be entitled to extend
the last time and/or date for applications under the Firm Placing and/or the
Placing, and any such extension will not affect applications already made,
which will continue to be irrevocable;
4.11 to the fullest extent permitted by law, the Placee acknowledges
and agrees to the disclaimers contained in this announcement and the
Prospectus and acknowledges and agrees to comply with the selling restrictions
set out in this announcement and the Prospectus;
4.12 the Shares have not been and will not be registered under the US
Securities Act, or under the securities legislation of, or with any securities
regulatory authority of, any state or other jurisdiction of the United Sates
or under the applicable securities laws of any other Excluded Territories or
where to do so may contravene local securities laws or regulations;
4.13 the Placee is either: (i) located outside the United States and is
not a US person as defined in Regulation S and is subscribing for Firm Placed
Shares and/or Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S; or (ii) either (a) a QIB or (b) an Accredited
Investor and that is, in the case of either (ii) (a) or (ii) (b), a Qualified
Purchaser subscribing for Firm Placed Shares and/or Placing Shares in a
private placement transaction falling within the exemption from registration
provided by Section 4(a)(2) under the US Securities Act;
4.14 the Placee is not subscribing for Firm Placed Shares and/or
Placing Shares as a result of any "directed selling efforts" as defined in
Regulation S or by means of any form of "general solicitation" or "general
advertising" as such terms are defined in Regulation D under the US Securities
Act;
4.15 other than in relation to Placees that fall within 5.13 (ii) above
or 5.16, 5.17 or 5.18 below, the Placee is not a resident of the United States
or any other Excluded Territory, in the case of 5.13(i) above, and
acknowledges that the Firm Placed Shares and the Placing Shares have not been
and will not be registered nor will a prospectus be prepared in respect of the
Firm Placed Shares and the Placing Shares under the securities legislation of
the United States or any other Excluded Territory or, subject to certain
exceptions, may not be offered or sold, directly or indirectly, in or into
those jurisdictions;
4.16 if the Placee is in Australia, the Placee is a person to whom an
offer of shares for issue may be lawfully made without disclosure under Part
6D.2 of the Corporations Act 2001 (Cth) because of sections 708(8) to 708(11)
of that act;
4.17 if the Placee is in Singapore, (a) the Placee is an "accredited
investor" or "institutional investor" within the meaning of the term as
defined in section 4A of the Securities and Futures Act, Chapter 289 of
Singapore ("SFA"); and (b) the Placee will not sell the Capital Raising Shares
within six (6) months from the date of acquisition of the Capital Raising
Shares, except to any "relevant person" (as defined in Part XIII Division 1
Subdivision 4 of the SFA) or "institutional investor" (as defined in Part I of
the SFA) or person pursuant to an offer referred to in Section 275(1A) of the
SFA and if the Capital Raising Shares are sold within six (6) months from the
date of acquisition of the Capital Raising Shares, the Placee shall procure
the purchaser of such Capital Raising Shares undertakes to comply with such
on-selling restrictions for the relevant duration;
4.18 if the Placee is in the People's Republic of China ("PRC"), the
Placee is entitled to subscribe for the Capital Raising Shares under the laws
of PRC and that the Placee has fully observed such laws and obtained all
governmental approvals, permits, registrations, filings or authorizations and
other consents which may be required to be observed and obtained by the Placee
under such laws and complied with all necessary formalities as required for
its entering into and performing its obligations hereunder and, to the
Placee's knowledge (having made due and careful enquiry of any nominee), the
Placee has not taken any action or omitted to take any action which could
result in the Company or any of its advisers, officers, directors, agents or
employees acting in breach of any applicable law or regulatory requirement of
the PRC in connection with the Capital Raising;
4.19 the Placee does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is unlawful to
make or accept an offer of the Firm Placed Shares or Placing Shares and it is
not acting on a non-discretionary basis for any such person;
4.20 the Placee has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted this document or any other
offering materials concerning the Firm Placing or the Placing to any persons
within the United States or any other Excluded Territory, nor will it do any
of the foregoing;
4.21 the Placee accepts that if either or both of the Placing or the
Firm Placing does not proceed or the conditions to the Placing Agreement are
not satisfied or the Placing Shares or Firm Placed Shares for which valid
applications are received and accepted are not admitted to listing on the
premium segment of the Official List and to trading on the London Stock
Exchange's main market for listed securities for any reason whatsoever then
none of Numis or the Company, nor persons controlling, controlled by or under
common control with any of them nor any of their respective employees, agents,
officers, members, stockholders, partners or representatives, shall have any
liability whatsoever to it or any other person;
4.22 in the case of a person who confirms to
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