REG - Itaconix PLC - Placing, Subscription and Open Offer; Notice of GM
03/02/2023 07:00
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RNS Number : 8212O Itaconix PLC 03 February 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER
DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF THE COMPANY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Terms not otherwise defined herein shall have the meanings given in the
section entitled "Definitions", EXTRACTED FROM THE CIRCULAR, at the end of
this Announcement.
Itaconix plc
("Itaconix", the "Company" or the "Group")
Placing, Subscription and Open Offer
and
Notice of General Meeting
The Board of Itaconix plc, a leading innovator in sustainable plant-based
polymers used to decarbonise everyday consumer products, is pleased to
announce that it has conditionally raised gross proceeds of approximately
£10.3 million by way of the issue of an aggregate of up to 201,568,628 New
Ordinary Shares pursuant to a Placing of up to 200,613,856 New Ordinary Shares
and a Subscription of 954,772 New Ordinary Shares at an Issue Price of 5.1
pence per New Ordinary Share.
In addition, the Company proposes to raise up to a further approximately £0.4
million by the issue of up to 7,760,852 New Ordinary Shares pursuant to an
Open Offer to Qualifying Shareholders, also at the Issue Price (the Placing,
Subscription and Open Offer, together the "Fundraising").
The Fundraising, save for the Firm Placing Shares, as defined below, requires
Shareholder Resolutions to be passed by the Company's Shareholders.
Highlights:
Fundraising
· Oversubscribed Placing and Subscription with new and existing
institutional and other investors to raise gross proceeds of approximately
£10.3 million plus an Open Offer to raise an additional amount up to
approximately £0.4 million.
· The Fundraising has been sought (i) for general working capital
purposes to support continued revenue growth; (ii) to accelerate the
development of new products and applications; and (iii) for capital spending
to support continuous process improvements.
· The Open Offer is being made available to provide an opportunity
for existing Qualifying Shareholders, who are not participating in the Placing
and the Subscription, to participate in the Fundraising, raising additional
funds to support the Company's continued growth.
FY22 financial results
· The Company expects to report revenues for the full year to 31
December 2022 ahead of market expectations at US$5.6 million, representing
115% growth when compared to revenues of US$2.6 million in the year to 31
December 2021. A small improvement in gross margin percentage was achieved in
the second half of the 2022 financial year. The Company expects to report net
cash of US$0.6 million as at 31 December 2022. Further details are provided
below.
Outlook
· Significantly strengthened by the Fundraising, the Company is
confident in its financial outlook for FY23 and beyond.
John R. Shaw, CEO of Itaconix, commented:
"2022 was a breakthrough year for us. With our ingredients now used in over
140 brands around the world, we have generated 63% compound annual revenue
growth over the last four years. Just as importantly, we have firmly
established the value of the Itaconix technology platform and are positioned
to lead a new generation of sustainable consumer products in the global
low-carbon economy with competitive performance and costs for years to come.
"Today's fundraise is transformational for everyone who has supported us in
recent times and I would like to thank our current shareholders, employees,
customers, partners, and vendors. We are now expanding our resources for the
next chapter of growth and I would like to welcome our new shareholders who
clearly appreciate our achievements to date and importantly share our vision
for the future. We approach the future with great excitement and more
optimism than ever before."
Circular and General Meeting
A Circular in respect of the Placing, the Subscription and the Open Offer is
expected to be posted to Shareholders on 6 February 2023 giving notice of a
General Meeting of the Company. The meeting will be held on 22 February 2023
at 11.00 at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane,
London EC4R 3TT. A copy of the Circular will be available from the time of
posting on the Company's website at
www.itaconix.com/investor/reports-documents/. Further details are provided
below.
Open Offer
The Open Offer is specifically structured to provide an opportunity for
participation in the Fundraising by the Company's existing Shareholder base.
Qualifying Shareholders should note that Shareholders taking part in the
Placing and the Subscription will not be entitled to take part in the Open
Offer and that therefore the up to 7,760,852 Open Offer Shares, raising up to
approximately £0.4 million, are only available to a smaller pool of existing
Shareholders. If there are no applications under the Excess Application
Facility, not all of the approximately £0.4 million will be raised. The
Excess Application Facility is part of the Open Offer and not available to
those taking part in the Placing and the Subscription. Further details are
provided below.
Settlement of the Contingent Consideration due on the 2016 Acquisition of
Itaconix Corporation
Under the terms of the Merger Agreement, a contingent consideration was agreed
in 2016 with the Contingent Consideration Payees for the acquisition by the
Company of Itaconix Corporation. The Company has resolved to finalise the
number of Contingent Consideration Shares, and to issue these Ordinary Shares
at the time of the Fundraising, and has therefore entered into the Settlement
Agreement with the Contingent Consideration Payees. Further details are
provided below.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that First Admission
will occur and dealings will commence in the Firm Placing Shares and the
Contingent Consideration Shares on or around 8 February 2023 at 8.00 a.m.
Following First Admission, the total number of Ordinary Shares in issue will
be 535,743,007. There are no Ordinary Shares held in treasury. Accordingly,
the total number of voting rights in the Company on First Admission will be
535,743,007. This figure may be used by Shareholders as the denominator for
the calculations to determine if they are required to notify their interest
in, or a change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Further information on the Fundraising, including the Open Offer, is set out
below. This announcement should be read in its entirety.
For further information please contact:
Itaconix plc +1 603 775 4400
John R. Shaw / Laura Denner
Belvedere Communications +44 (0) 20 3008 6864
John West / Llew Angus
finnCap +44 (0) 20 7220 0500
Nominated Adviser & Broker, Bookrunner
Ed Frisby / Abigail Kelly (Corporate Finance)
Andrew Burdis / Sunila de Silva (ECM)
Canaccord Genuity +44 (0) 7523 8000
Co-Lead Manager
Adam James / Sam Lucas (Investment Banking)
About Itaconix
Itaconix uses its proprietary plant-based polymer technology platform to
produce and sell specialty ingredients that improve the safety, performance,
and sustainability of consumer products. The Company's current ingredients are
enabling and leading new generations of products in cleaning, hygiene, and
beauty. Itaconix's contributions to the global low carbon economy are
recognised by the London Stock Exchange's Green Economy Mark.
www.itaconix.com (http://www.itaconix.com/)
The following text has been taken from the Circular to be sent to
Shareholders.
PART I
LETTER FROM THE CHAIR
1. Introduction
It was announced on 3 February 2023 that the Company has conditionally raised
£10.28 million before fees and expenses by a Placing of 200,613,856 Placing
Shares with certain existing and new institutional and other investors and by
a Subscription of 954,772 Subscription Shares with certain Directors at the
Issue Price of 5.1 pence per share. The Issue Price of 5.1 pence represents a
4.7 per cent. discount to the Closing Price of 5.35 pence on 2 February 2023,
being the latest practicable date prior to the Announcement.
It was further announced that the Company wishes to offer all Qualifying
Shareholders the opportunity to participate in a further issue of new equity
in the Company by way of the Open Offer of new Ordinary Shares to Qualifying
Shareholders at the Issue Price. Qualifying Shareholders may subscribe for
Open Offer Shares on the basis of 1 Open Offer Share for every 58 Existing
Ordinary Shares held on the Record Date. Shareholders subscribing for their
full entitlement under the Open Offer may also request additional Open Offer
Shares through the Excess Application Facility. The Open Offer will be for up
to 7,760,852 New Ordinary Shares in aggregate.
Assuming a full take-up by Qualifying Shareholders under the Open Offer, the
issue of the Open Offer Shares will raise further gross proceeds of up to
£0.4 million for the Company. Should the aggregate applications under the
Open Offer exceed the cap of £0.4 million, the Board will "scale back"
applications under the Open Offer as described in paragraph 8 of this Part I.
The net proceeds of the Fundraising are intended to be used to enable the
Company to continue to execute its growth plans and for general working
capital purposes, further details of which are set out in paragraph 4 of this
Part I.
The First Placing does not require Shareholder approval because the Firm
Placing Shares will be issued pursuant to the Shareholder authorities granted
at the Company's 2022 annual general meeting. However, completion of the
Second Placing, the Subscription and Open Offer is conditional, inter alia,
upon Shareholder approval of Resolutions 1 and 2 to be proposed at a general
meeting of the Company, expected to be held at the offices of Fieldfisher LLP
at Riverbank House, 2 Swan Lane, London EC4R 3TT at 11.00 a.m. on 22
February 2023.
Accordingly, it is very important that Shareholders vote in favour of
Resolutions 1 and 2 in order that all of the full Fundraising (and not just
the First Placing) can proceed.
The purpose of this document is to provide you with information about the
background to and the reasons for the Fundraising, to explain why the Board
considers the Fundraising to be in the best interests of the Company and its
Shareholders as a whole and why the Directors unanimously recommend that you
vote in favour of the Resolutions to be proposed at the General Meeting. The
Notice convening the General Meeting is set out at the end of this document
and a Form of Proxy is also enclosed for you to complete. This document
includes an explanation of the Resolutions.
The Directors intend to vote in favour of the Resolutions in respect of their
legal and/or beneficial shareholdings amounting, in aggregate, to 58,423,878
Ordinary Shares representing approximately 12.98 per cent. of the issued share
capital of the Company as at the date of this document.
2. Background to the Fundraising
Itaconix is a leading innovator in sustainable plant-based ingredients used to
decarbonise everyday consumer products. Itaconix uses its patented
technology platform to make polymers from itaconic acid, which is a natural
metabolite that is valued as a versatile building block for functional
ingredients. These polymers are considered one of the top value-added
chemicals made from biomass and are used as key ingredients for desired
properties and functionality in consumer products.
The market potential for the Itaconix technology platform is defined broadly
by the US$20 billion in current uses for acrylic acid and styrene in consumer
care, hygiene, water solutions, agriculture, composites, and coatings. The
Company works continuously within this market potential to define and develop
specific opportunities for its polymers to address unmet customer needs.
Consumer product companies are reformulating existing brands and creating new
brands to meet consumer demand for better performing products that are safer
and decarbonize their lives while not paying more. Itaconix has a portfolio
of 12 ingredients for formulators to use in a new generation of consumer
products and is developing new ingredients from its technology platform. The
Company's products are protected by 15 patent families covering proprietary
processes, compositions, and applications.
Product Application use
Cleaning
Itaconix® DSP 2K™ Manage water hardness
Itaconix® TSI™ 322 Manage water hardness
Itaconix® TSI™ 122 Manage water hardness
Itaconix® ONZ 075 Manage water hardness
Hygiene
ZINADOR™ 22L (Croda) Odour neutralisation
ZINADOR™ 35L (Croda) Odour neutralisation
VELAFRESH™ ZP20 Odour neutralisation
VELAFRESH™ ZP30 Odour neutralisation
VELAFRESH™ SAP80 Superabsorbent (to be launched)
Beauty
Amaze™ SP (Nouryon) Hair styling
VELASOFT™ NE 100 Hair styling
VELASOFT™ BR 300 Repair damaged hair (to be launched)
Major, purpose-driven, and private label brands are using Itaconix ingredients
to formulate new products or reformulate existing products. The Directors
estimate that use of Itaconix ingredients in brands grew from less than 30 in
2015 to over 140 in 2022, ranging from dishwashing detergents and carpet
cleaners to curl sprays and dog shampoos. These brands form a broad base of
recurring revenues that can generate further revenue growth as they secure
placements in more retailers.
Use in detergents
Itaconix polymers are used as key ingredients in non-phosphate detergents to
manage hard water minerals that reduce cleaning performance during the washing
process. The Company's commercial progress in detergents is led by the use of
Itaconix® TSI 322 in dishwasher detergents to reduce mineral deposits that
cause spotting and filming on glasses, dishes, and utensils.
Itaconix® TSI 322 has the functionality to reduce total ingredient costs in a
more compact dosage by replacing two or more water conditioning materials.
This polymer also increases the plant-based content to improve the
sustainability of the end-product. This combination of value is generating
use across premium, value, and sustainable dishwasher detergent brands in
North America. Usage is also starting to grow in European dishwasher
detergents.
Management estimates that Itaconix® TSI 322 has a $260m addressable market
from 30 billion dishwasher detergent tablets and sachets sold annually in
Europe and North America.
Use in hair care
Itaconix produces polymers for hairstyling that are sold through Nouryon as
Amaze® SP and by Itaconix as VELASOFT® NE 100. These ingredients are gaining
use in hair care products as alternatives to fossil-based fixatives based on
excellent curl retention, novel soft feel for "weightless" hairstyling, and
high plant-based content.
Management estimates that Itaconix hair fixatives have a US$180m addressable
market and another US$20m as foam enhancers.
The Company plans to launch a new product, VELASOFT™ BR 300, that restores
hair bonds to prevent or repair hair damage.
Use in odour neutralisation
Itaconix produces polymers for odour neutralisation that are sold through
Croda as ZINADOR® 22L and 35L and by Itaconix as VELAFRESH® ZP20 and ZP30.
These ingredients have comparable odour control performance to incumbent
ingredient, zinc ricinoleate, while offering advantages of not leaving
residues, ease of formulating into products, and plant-based content.
3. Settlement of the contingent consideration due on
the acquisition of Itaconix Corporation
Under the terms of the Merger Agreement, a contingent consideration was agreed
in 2016 with the Contingent Consideration Payees for the acquisition by the
Company of Itaconix Corporation.
As amended by the terms of the Contingent Consideration and Merger Settlement
Agreement, the contingent consideration was structured into two components:
· a one--time issue of 15 million Ordinary Shares to the
Contingent Consideration Payees in 2018; and
· subject to the achievement of revenue targets for the
Group for the calendar years 2018 to 2022, annual contingent consideration
payments based on 50 per cent. of (i) the amount of the annual net sales above
US$3 million in 2018 and (ii) for the calendar years 2019 to 2022, the
greatest of the annual net sales previously achieved in any year during the
calendar years 2018 to 2022 inclusive (provided such annual net sales were in
excess of US$3 million). The contingent consideration was capped at US$6
million in aggregate. Such deferred performance consideration, if any, would
be satisfied annually entirely in new Ordinary Shares at the then prevailing
share price.
The Board assessed the need to address and settle the contingent consideration
on or before 31 March 2023 in light of the Fundraising. The Board performed
a risk assessment on the impact on future potential Shareholders, current
Shareholders and the Contingent Consideration Payees. As a result of this
risk assessment, the Board determined it was in the best interests of all
stakeholders to resolve any uncertainty that the liability to pay the
contingent consideration will have on their near-term dilution and to remove
the impact of any future uncertainties due to market movements. Accordingly,
the Company has resolved to finalise the number of Contingent Consideration
Shares, and to issue these Ordinary Shares at the time of the Fundraising, and
has therefore entered into the Settlement Agreement with the Contingent
Consideration Payees.
Pursuant to the Settlement Agreement, calculated on the basis of unaudited
revenue for the year ended 31 December 2022 of US$5,600,156 the Company will
issue 18,094,582 Contingent Consideration Shares at 5.177 pence per share
(being the 30 business day volume weighted average price on AIM to close of
business on 31 January 2023) to the Contingent Consideration Recipients in
full and final settlement of all obligations to pay the contingent
consideration due under the Contingent Consideration and Merger Settlement
Agreement. The Settlement Agreement terminates the Contingent Consideration
and Merger Settlement Agreement and the Merger Agreement so that the Company
is under no further obligations under such agreements, including any
obligations to issue any further contingent consideration. The recipients of
the Contingent Consideration Shares include John R. Shaw, CEO (receiving
8,325,318 Ordinary Shares in his own name instead of through the Contingent
Consideration Payee, Kensington Research Holdings LLC, a corporation in which
he is interested) and Yvon Durant, CTO (receiving 1,936,120 Ordinary Shares).
Entry by the Company with John R. Shaw into the Settlement Agreement is a
related party transaction under the AIM Rules.
The Contingent Consideration Shares will be issued pursuant to the Shareholder
authority granted at the General Meeting of the Shareholders held on 2 August
2018 to issue shares in accordance with the terms of the Contingent
Consideration and Merger Settlement Agreement.
Application will be made to the London Stock Exchange for the Contingent
Consideration Shares to be admitted to trading on AIM. It is expected that
First Admission will become effective and that dealings in the Firm Placing
Shares will commence at 8.00 a.m. on 8 February 2023
4. Funding requirement and use of proceeds from the
Fundraising
Itaconix is focused on building a large, high gross margin, capital efficient,
specialty ingredients business. The Directors believe that the Company, the
Itaconix technology platform, and the current Itaconix products are
well-positioned to play significant roles in enabling a new generation of
consumer products that offer performance, safety and sustainability.
Itaconix will require further capital to continue executing its growth plans.
The Company is therefore proposing to raise gross proceeds of up to £10.7
million from the Fundraising, with the net proceeds (after deducting the costs
and expenses of the Fundraising) intended to be used: (i) for general working
capital purposes to support continued revenue growth; (ii) to accelerate the
development of new products and applications; and (iii) for capital spending
to support continuous process improvements.
5. Rationale for the Resolutions
Itaconix received Shareholder approval at the 2022 annual general meeting to
issue up to 15 per cent. of the Company's then issued ordinary share capital
for cash free of statutory pre-emption rights without further Shareholder
approval at any time until the earlier of 15 months from the date of the
meeting or the next annual general meeting. The Firm Placing Shares will be
issued in accordance with this existing Shareholder approval.
The Shareholder authorities proposed in Resolutions 1 and 2 are required to
issue the Conditional Placing Shares, the Subscription Shares and the Open
Offer Shares so as to complete all of the Fundraising and to provide immediate
working capital needed to fund the continued growth of the Company.
The issue of the New Ordinary Shares will provide Itaconix with further
capital to continue executing its growth plans as described in paragraph 4 of
this Part I.
Resolutions 3 and 4 propose giving authority to the Directors to allot shares
representing:
(a) 10 per cent. of the Enlarged Share Capital to be
issued on an unrestricted basis;
(b) an additional 10 per cent. of the Enlarged Share
Capital to be used for either an acquisition or a specified capital investment
as defined in the Statement of Principles; and
(c) a follow-on offer to existing holders of
securities not allocated shares under an issue made under either of the two
sub-paragraphs above,
in each case for cash free of statutory pre-emption rights without requiring
further Shareholder approval at any time until the earlier of 15 months from
the date of the General Meeting or the next annual general meeting. These
authorities are proposed to increase the Group's ability to react faster to
further funding and/or acquisition opportunities and market volatility for its
working capital needs to fund continued growth investment.
6. Current trading and prospects
The Company expects to report revenues for the full year to 31 December 2022
ahead of market expectations at US$5.6 million, representing 115% growth when
compared to revenues of US$2.6 million in the year to 31 December 2021. A
small improvement in gross margin percentage was achieved in the second half
of the 2022 financial year. The Company expects to report net cash of US$0.6
million as at 31 December 2022.
Revenue growth was led by Itaconix® cleaning ingredients and formulation
solutions, with year on year growth continuing. Cleaning revenues are expected
to be US$4.9 million for the year to 31 December 2022, compared to US$1.8
million in the year to 31 December 2021 and US$2.6 million in the year to 31
December 2020. Increased revenues were generated by higher volumes from
existing accounts, as well as new volumes from new customers, and some price
increases. The major highlight was new recurring volumes in dishwashing
detergents, where Itaconix® TSI 322 continues to gain usage from the value of
its competitive performance, cost, and sustainability. Key milestones were
achieved with accounts in Europe and North America which enables the Company
to enter 2023 with continued momentum and new revenue opportunities. Growth in
cleaning revenues is expected from higher North American detergent volumes,
increased traction in European detergent accounts, a new promotional programme
with Brenntag North America, and further advances in the advantages of
Itaconix ingredients in dishwasher detergents.
Volatility in formula ingredient availability and costs were challenging
throughout the year for detergent brands. As a result, Itaconix's detergent
customers in North America increasingly turned to the Company for solutions to
manage overall formulation costs and ensure supply. Revenues from
formulation solutions are expected to be US$1.0 million in the year to 31
December 2022, compared to US$0.3 million in the year to 31 December 2021.
The Company's hygiene ingredients are also finding new applications and in
homecare and beauty, but revenues are expected to decline marginally to US$0.3
million in the year to 31 December 2022 from US$0.5 million in the year to 31
December 2021 due to lower order volumes from larger customers. The Company
renewed its agreement to supply its ZINADOR® odour neutralisers to Croda for
global marketing into homecare applications and is broadening its hygiene
product line and marketing efforts. Key milestones were achieved with new
trials and usages for new addressable markets. Development work continues on
VELAFRESH® SAP, a plant-based superabsorbent for more sustainable hygiene
products, with commercial progress expected in 2024.
Orders for the Company's beauty ingredients declined as a large customer
continued to adjust inventory levels. The Company sees large revenue
potential for its plant-based ingredients and technologies in new and broader
beauty applications. The Company renewed its agreement to supply Amaze® SP
to Nouryon for hair styling applications and plans to increase marketing
efforts and add new ingredients to its VELASOFT® beauty product line. Beauty
revenues are expected to be US$0.1 million for the year to 31 December 2022,
compared to US$0.2 million in the year to 31 December 2021.
New revenue opportunities are developing for the Company's BIO*Asterix™
ingredients and key milestones were achieved with multiple customers in
sustainable fashion. BIO*Asterix™ revenues are expected to be US$0.1 million
for the year to 31 December 2022, compared to US$0.1 million in the year to 31
December 2021.
The costs and delivery times for key raw materials are more stable, but
foreign exchange rates for export sales into Europe remain volatile. The
Company continues to implement selective price increases to substantially pass
on additional costs and judiciously manages stocks of raw materials and
finished goods.
7. Terms of the Placing and the Subscription
Structure
The Company has conditionally raised approximately £10.3 million before
expenses pursuant to the Placing and the Subscription. The Issue Price
represents a discount of approximately 4.7 per cent. to the Closing Price of
5.35 pence on 2 February 2023, being the latest practicable date prior to the
Announcement.
Subject to the satisfaction of the conditions under the First Placing, the
Company will issue 67,519,000 New Ordinary Shares in aggregate at the Issue
Price, thereby raising approximately £3.4 million before expenses.
Subject to the satisfaction of the conditions under the Second Placing and the
Subscription including, inter alia, the passing of Resolutions 1 and 2, the
Company will issue 134,049,628 New Ordinary Shares in aggregate at the Issue
Price, thereby raising approximately a further £6.8m million before expenses.
Principal terms of the Placing and Subscription
The Placing Shares have been conditionally placed by the Co-Lead Managers as
agents for the Company, with institutional and other investors. The Company
has entered into conditional subscription agreements with certain Directors
for the issue of the Subscription Shares. The Placing Shares and the
Subscription Shares issued pursuant to the Placing and the Subscription will
represent approximately 29.75 per cent. of the Enlarged Share Capital on
Second Admission (assuming full take-up of the Open Offer).
Neither the Placing nor the Subscription has been underwritten by the Co-Lead
Managers or by anyone else. The Company has agreed to pay each of the Co-Lead
Managers certain fees and commissions in connection with their respective
appointments and the Placing. No fees or commissions are payable by the
Company in connection with the Subscription.
The First Placing is conditional, inter alia, upon:
(a) each of the warranties provided by the Company to
the Co-Lead Managers in the Placing Agreement being and remaining accurate and
not misleading in any material respect at any time before First Admission, and
no fact or circumstance having arisen which would constitute a material breach
of any of the warranties or undertakings provided by the Company in the
Placing Agreement;
(b) the obligations of the Co-Lead Managers under the
Placing Agreement in respect of the Firm Placing Shares having become
unconditional in all respects (save for the condition relating to First
Admission) and the Placing Agreement not having been terminated by either of
the Co-Lead Managers in accordance with its terms;
(c) none of the Subscription Agreements having been
terminated; and
(d) First Admission of the Firm Placing Shares taking
place by no later than 8.00 a.m. on or around 8 February 2023 (or such later
date as the Company may agree with the Co-Lead Managers).
The Second Placing and the Subscription are conditional, inter alia, upon:
(a) First Admission of the Firm Placing Shares taking
place by no later than 8.00 a.m. on or around 8 February 2023 (or such later
date as the Company may agree with the Co-Lead Managers);
(b) Resolutions 1 and 2 being passed (without
amendment) at the General Meeting or any adjournment thereof;
(c) the obligations of the Co-Lead Managers under the
Placing Agreement in respect of the Conditional Placing Shares having become
unconditional in all respects (save for the condition relating to Second
Admission) and the Placing Agreement not having been terminated by either of
the Co-Lead Managers in accordance with its terms;
(d) the completion of each of the Subscription
Agreements, except only as regards any condition relating to Second Admission
occurring, between the parties thereto without amendment; and
(e) Second Admission of the Conditional Placing
Shares, the Subscription Shares and the Open Offer Shares taking place by no
later than 8.00 a.m. on or around 27 February 2023 (or such later date as the
Company may agree with the Co-Lead Managers).
If any of the relevant conditions are not satisfied, the Firm Placing Shares
and/or the Conditional Placing Shares and the Subscription Shares (as the case
may be) will not be issued and any monies received from the placees and
subscribers will be returned to them (at the placees' and subscribers' risk
and without interest) as soon as possible thereafter.
Other information relating to the Placing
The Placing Agreement contains customary warranties given by the Company to
the Co-Lead Managers as to matters relating to the Company and its business
and as to matters relevant to the Company and an indemnity to the Co-Lead
Managers in respect of liabilities arising out of or in connection with the
Placing and Open Offer. The Placing Agreement also contains customary rights
of termination which could enable finnCap and/or Canaccord to terminate the
Placing in certain limited circumstances.
The Placing Shares and the Subscription Shares will, when issued, be credited
as fully paid and will rank pari passu in all respects with the Existing
Ordinary Shares already in issue, including the right to receive all dividends
and other distributions declared, made or paid in respect of such shares after
the date of their issue.
Settlement and dealings
Application will be made to the London Stock Exchange for the Placing Shares
and the Subscription Shares to be admitted to trading on AIM. It is expected
that First Admission will become effective and that dealings in the Firm
Placing Shares will commence at 8.00 a.m. on 8 February 2023.
Subject to the passing of Resolutions 1 and 2, it is expected that Second
Admission will become effective and that dealings in the Conditional Placing
Shares and the Subscription Shares will commence at 8.00 a.m. on 27 February
2023.
8. Terms of the Open Offer
Structure
The Directors have considered the best way to structure the Open Offer, having
regard to, inter alia, the importance of pre--emption rights to all
Shareholders, the extent to which there are Overseas Shareholders, the
regulatory requirements applicable to companies admitted to trading on AIM,
cost implications and market risks. After considering these factors, the
Directors have concluded that the most suitable structure for the Open Offer,
for both the Company and its Shareholders as a whole, is that the Open Offer
be made only to Qualifying Shareholders who are not resident or located in any
Restricted Jurisdiction.
The Company considers it important that Qualifying Shareholders have an
opportunity (where it is practicable for them to do so) to participate in the
Fundraising and accordingly the Company is making the Open Offer to Qualifying
Shareholders. The Company is proposing to raise up to approximately £0.4
million (before expenses) (assuming full take up of the Open Offer) through
the issue of up to 7,760,852 Open Offer Shares.
The Open Offer is specifically structured to provide an opportunity for
participation in the Fundraising by the Company's existing Shareholder base.
Qualifying Shareholders should note that Shareholders taking part in the
Placing and the Subscription will not be entitled to take part in the Open
Offer and that therefore the up to 7,760,852 Open Offer Shares, raising up to
approximately £0.4 million, are only available to a smaller pool of Existing
Ordinary Shareholders. If there are no applications under the Excess
Application Facility, not all of the £0.4 million will be raised. The Excess
Application Facility is part of the Open Offer and not available to those
taking part in the Placing and the Subscription."
Principal terms of the Open Offer
The Open Offer Shares are available to Qualifying Shareholders pursuant to the
Open Offer at the Issue Price of 5.1 pence per Open Offer Share, payable in
full on acceptance. Any Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the Excess
Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Issue Price on the following basis:
1 Open Offer Share for every 58 Existing Ordinary Shares
held on the Record Date.
Entitlements of Qualifying Shareholders 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 be made available under the Excess Application Facility.
Excess Application Facility
The Excess Application Facility enables Qualifying Shareholders to apply for
Excess Shares in excess of their Basic Open Offer Entitlement. Not all
Shareholders will be Qualifying Shareholders. Shareholders who are located in,
or are citizens of, or have a registered office in certain overseas
jurisdictions, including the Restricted Jurisdictions, will not qualify to
participate in the Open Offer. The attention of Overseas Shareholders is drawn
to paragraph 6 of Part IV of this document.
Valid applications by Qualifying Shareholders will be satisfied in full up to
their Basic Open Offer Entitlements as shown on the Application Form.
Applicants can apply for less or more than their entitlements under the Open
Offer 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 Basic 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 Basic Open Offer
Entitlement. Applications made under the Excess Application Facility will be
scaled back at the Company's discretion if applications are received from
Qualifying Shareholders for more than the available number of Excess Shares.
Application has been made for the Basic Open Offer Entitlements to be admitted
to CREST. It is expected that such Basic Open Offer Entitlements will be
credited to CREST on 7 February 2023. The Basic Open Offer Entitlements will
be enabled for settlement in CREST until 11.00 a.m. on 21 February 2023.
Applications through the CREST system may only be made by the Qualifying CREST
Shareholder originally entitled or by a person entitled by virtue of bona fide
market claims. The Open Offer Shares must be paid in full on application. The
latest time and date for receipt of completed Application Forms or CREST
applications and payment in respect of the Open Offer is 11.00 a.m. on 21
February 2023. The Open Offer is not being made to certain Overseas
Shareholders, as set out in paragraph 6 of Part IV of this document.
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 the Qualifying
Shareholders who do not apply under the Open Offer. The Application Form is
not a document of title and cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, are contained
in Part IV of this document and on the accompanying Application Form.
Other information relating to the Open Offer
The Open Offer is conditional on the Second Placing becoming or being declared
unconditional in all respects and not being terminated before Second
Admission. Accordingly, if the conditions to the Second Placing are not
satisfied or waived (where capable of waiver), 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 thereafter. Any Basic Open Offer
Entitlements admitted to CREST will thereafter be disabled.
The Open Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares already in
issue, including the right to receive all dividends and other distributions
declared, made or paid in respect of such shares after the date of their
issue.
Settlement and dealings
Application will be made to the London Stock Exchange for the Open Offer
Shares to be admitted to trading on AIM. Subject to the passing of Resolutions
1 and 2, it is expected that Second Admission of the Open Offer Shares will
become effective and that dealings in the Open Offer Shares will commence at
8.00 a.m. on 27 February 2023 at the same time as Second Admission of, and
dealings in, the Conditional Placing Shares and the Subscription Shares.
9. Action to be taken in respect of the Open Offer
Qualifying Non-CREST Shareholders wishing to apply for Open Offer Shares or
the Excess Shares must complete the enclosed Application Form in accordance
with the instructions set out in paragraph 3.1 of Part IV of this document and
on the accompanying Application Form and return it to Link Group by post to
Link Group, Corporate Actions, 10(th) Floor, Central Square, 29 Wellington
Street, Leeds LS1 4DL or by hand (during normal office hours only) to, Link
Group, Corporate Actions, 10(th) Floor, Central Square, 29 Wellington Street,
Leeds LS1 4DL, so as to arrive no later than 11.00 a.m. on 21 February 2023.
If you do not wish to apply for any Open Offer Shares under the Open Offer,
you should not complete or return the Application Form.
If you are a Qualifying CREST Shareholder, no Application Form will be sent to
you. Qualifying CREST Shareholders will have Basic Open Offer Entitlements and
Excess CREST Open Offer Entitlements credited to their stock accounts in
CREST. You should refer to the procedure for application set out in paragraph
3.2 of Part IV of this document. The relevant CREST instructions must have
settled in accordance with the instructions in paragraph 3.2(d) of Part IV of
this document by no later than 11.00 a.m. on 21 February 2023.
Qualifying CREST Shareholders who are CREST Sponsored members should refer to
their CREST Sponsors regarding the action to be taken in connection with this
document and the Open Offer.
10. Overseas Shareholders
Information for Overseas Shareholders who have registered addresses outside
the United Kingdom or who are citizens or residents of countries other than
the United Kingdom appears in paragraph 6 of Part IV of this document, which
sets out the restrictions applicable to such persons. If you are an Overseas
Shareholder, it is important that you pay particular attention to that
paragraph of this document.
11. Subscription by Directors and Directors'
shareholdings
Peter Nieuwenhuizen, John R. Shaw and Laura Denner have agreed to subscribe
for the Subscription Shares. The number of Subscription Shares subscribed for
by each of these Directors pursuant to the Subscription, and their resulting
shareholdings of all the Directors on Second Admission, are set out below:
Name Number of Existing Ordinary Shares Percentage of existing issued share capital Number of Subscription Shares subscribed for Number of Ordinary Shares held on Second Admission Percentage of Enlarged Share Capital on Second Admission*
Peter Nieuwenhuizen 200,000 0.04% 795,644 995,644 0.15%
John R. Shaw** 45,517,242 10.11% 79,564 53,922,124† 7.96%†
Laura Denner 12,706,636 2.82% 79,564 12,786,200 1.89%
Paul LeBlanc - - - - -
* Assuming take--up in full of the Open Offer by Qualifying Shareholders.
** Including Ordinary Shares held by Kensington Research Holdings LLC, a
corporation in which John Shaw is interested.
† Including Ordinary Shares held by Kensington Research Holdings LLC, a
corporation in which John Shaw is interested and including 8,325,318 Ordinary
Shares acquired pursuant to the Settlement Agreement.
Each of the above Directors' participation in the Subscription is conditional
upon certain matters and events including, amongst other things, the passing
of Resolutions 1 and 2, the Placing Agreement having become unconditional and
Second Admission of the Conditional Placing Shares, the Subscription Shares
and the Open Offer Shares becoming effective on or before 8.00 a.m. on 27
February 2023 (but in any event by no later than 8.00 a.m. on 10 March 2023).
12. Related Party Transactions
Certain Directors have agreed to subscribe for 954,772 Subscription Shares,
namely Peter Nieuwenhuizen for 795,644 Subscription Shares, John R. Shaw for
79,564 Subscription Shares and Laura Denner for 79,564 Subscription Shares at
the Issue Price. As Directors, they are each considered a related party of the
Company and their subscriptions for Subscription Shares under the Subscription
are considered related party transactions under the AIM Rules for Companies.
John R. Shaw has agreed to enter into the Settlement Agreement with, inter
alia, the Company relating to the issue to him of 8,325,318 Contingent
Consideration Shares in full and final settlement of all rights to receive
contingent consideration under the Contingent Consideration and Merger
Settlement Agreement.
Paul LeBlanc, as the independent Director on this matter, having consulted
with finnCap, the Company's nominated adviser, considers that the
participation by Peter Nieuwenhuizen, John R. Shaw and Laura Denner in the
Subscription is fair and reasonable in so far as the Shareholders are
concerned.
Peter Nieuwenhuizen, Laura Denner and Paul LeBlanc, as the independent
Directors on this matter, having consulted with finnCap, the Company's
nominated adviser, consider that the entry by the Company into the Settlement
Agreement with John R. Shaw is fair and reasonable in so far as the
Shareholders are concerned.
13. Admission and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that First Admission
will occur and dealings will commence in the Firm Placing Shares and the
Contingent Consideration Shares on or around 8 February 2023 at 8.00 a.m. or
such later date as the Co-Lead Managers and the Company may agree, being not
later than 8.00 a.m. on 10 March 2023).
It is expected that, subject to the passing of Resolutions 1 and 2 at the
General Meeting, Second Admission will occur and dealings in the Conditional
Placing Shares, the Subscription Shares and the Open Offer Shares will
commence on or around 27 February 2023 at 8.00 a.m. or such later date as the
Co-Lead Managers and the Company may agree, being not later than 8.00 a.m. on
10 March 2023).
14. General Meeting
You will find in Part V of this document the Notice convening the General
Meeting to be held at the offices of Fieldfisher LLP at Riverbank House, 2
Swan Lane, London EC4R 3TT on 22 February 2023 at 11.00 a.m.
The purpose of the General Meeting is to consider and, if thought appropriate,
pass the following Resolutions:
Resolution 1 - ordinary resolution
(a) to allot Ordinary Shares and to grant rights to
subscribe for or to convert any security into Ordinary Shares up to an
aggregate nominal amount of £8,203,187.39 compromising:
(i) up to an aggregate nominal amount of
£1,340,496.28 pursuant to the Second Placing;
(ii) up to an aggregate nominal amount of £9,547.72
pursuant to the Subscription;
(iii) up to an aggregate nominal amount of £77,608.52
pursuant to the Open Offer;
(iv) otherwise than under sub-paragraphs (i) to (iii)
above, up to an aggregate nominal amount of £2,258,511.62, representing
approximately one third of the Enlarged Share Capital; and
(v) otherwise than under sub-paragraphs (i) to (iv)
above, up to an aggregate nominal amount of £4,517,023.25, representing
approximately two thirds of the Enlarged Share Capital, (after deducting from
such amount the aggregate nominal amount of any Ordinary Shares allotted and
rights granted under sub-paragraph (iv) above) in connection with a
pre-emptive offer of Ordinary Shares or rights where the Ordinary Shares or
rights are offered first to existing holders of Ordinary Shares in proportion
(as nearly as may be practicable) to their existing holdings of Ordinary
Shares or to holders of other equity securities as may be required by the
rights attached to those securities.
Resolution 2 - special resolution
(b) subject to and conditional upon the passing of resolution 1,
to grant the Directors authority to allot equity securities under the
authority given by resolution 1 for cash free of the statutory pre-emption
rights which would otherwise apply, such authority to be limited:
(i) to an aggregate nominal amount of £1,340,496.28
pursuant to the Second Placing;
(ii) to an aggregate nominal amount of £9,547.72
pursuant to the Subscription;
(iii) to an aggregate nominal amount of £77,608.52
pursuant to the Open Offer; and
(iv) otherwise than under sub-paragraphs (i) to (iii)
above, to the allotment of equity securities made in connection with an offer
by way of rights issue to holders of Ordinary Shares in proportion (as nearly
as may be practicable) to their existing holdings of Ordinary Shares or to
holders of other equity securities as may be required by the rights attached
to those securities.
Resolution 3 - special resolution
(c) subject to and conditional upon the passing of
resolution 1, that the Directors be authorised in addition to any authority
granted under resolution 2 to allot equity securities for cash free of
statutory pre-emption rights which would otherwise apply (otherwise than in
connection with the Second Placing, the Subscription and the Open Offer or
pursuant to a pre-emptive offer of equity securities), up to an aggregate
nominal amount of £677,553.49, representing approximately 10 per cent. of the
Enlarged Share Capital, with a further disapplication for up to 2 per cent. to
be used only for the purposes of a follow-on offer in accordance with the
Statement of Principles.
Resolution 4 - special resolution
(d) subject to and conditional upon the passing of
resolution 1, that the Directors be authorised in addition to any authorities
granted under resolutions 2 and 3 to allot equity securities for cash free of
statutory pre-emption rights which would otherwise apply (otherwise than in
connection with the Second Placing, the Subscription and the Open Offer), up
to an aggregate nominal amount of £677,553.49, representing approximately 10
per cent. of the Enlarged Share Capital for transactions which the Board
determines to be either an acquisition or a specified capital investment as
defined by the Statement of Principles, with a further disapplication for up
to 2 per cent. to be used only for the purposes of a follow-on offer in
accordance with the Statement of Principles.
Resolutions 1 and 2 enable the Directors to effect the Second Placing and the
Subscription and to issue new Ordinary Shares up to approximately two thirds
of the Enlarged Share Capital (provided that any amount in excess of one-third
of the Enlarged Share Capital may only be issued in connection with a rights
issue).
Resolutions 3 and 4 enable the Directors to issue further Ordinary Shares up
to approximately 20 per cent. of the Enlarged Share Capital for cash on a
non-pre-emptive basis without requiring further Shareholder approval. The
Directors have no present intention to exercise the powers referred to in
Resolutions 3 and 4 to issue up to approximately 20 per cent. of the Enlarged
Share Capital for cash on a non-pre-emptive basis, but they consider having
them in place is necessary to retain flexibility.
The Resolutions will expire on the earlier of either the conclusion of the
2023 annual general meeting of the Company or the date falling 15 months from
the passing of those Resolutions.
Resolution 1 will be proposed as an ordinary resolution. For an ordinary
resolution to be passed, more than half of the votes cast must be in favour of
the resolution.
Resolutions 2, 3 and 4 will be proposed as special resolutions. For a special
resolution to be passed, at least three quarters of the votes cast must be in
favour of the resolution.
15. Action to be taken in respect of the General Meeting
You can vote in respect of your shareholding by attending the General Meeting
or by appointing one or more proxies to attend the General Meeting and vote on
your behalf. If you appoint a proxy, you may still attend and vote at the
General Meeting in person should you decide to do so.
Whether or not you propose to attend the General Meeting in person, you are
requested to appoint a proxy who will be able to vote for you if you are
prevented from attending.
Proxies may be appointed by either:
· completing and returning the enclosed Form of Proxy; or
· using the CREST electronic proxy appointment service
(for CREST members only).
In either case, the completion of a form of proxy should reach the Company's
registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1
4DL by no later than 11.00 a.m. on 20 February 2023. Please refer to the Notes
to the Notice and the enclosed Form of Proxy for detailed instructions.
The attention of Shareholders is drawn to paragraph 17, including the voting
intentions of the Directors, as set out below.
16. Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in favour of the
Resolutions from Directors and management who hold, in aggregate, 58,423,878
Ordinary Shares, representing 12.98 per cent. of the Existing Ordinary Shares.
17. Importance of the Vote and Recommendation
The Directors believe that the Fundraising will promote the success of the
Company for the benefit of the Shareholders as a whole. Accordingly, the
Directors unanimously recommend that you vote in favour of the Resolutions
proposed at the General Meeting, as they intend to do in respect of their
legal and/or beneficial holdings, amounting, in aggregate to 58,423,878
Ordinary Shares, representing approximately 12.98 per cent. of the share
capital of the Company as at the date of this document.
Shareholders are reminded that the Fundraising (other than the First Placing)
is conditional, amongst other things, on the passing of Resolutions 1 and 2 to
be proposed at the General Meeting. Should Resolutions 1 and 2 not be passed,
the Fundraising (other than the First Placing) will not proceed and all
subscription monies will be returned to investors.
Yours faithfully
Peter Nieuwenhuizen
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 6.00 p.m. on 1 February 2023
Announcement of the Fundraising 7.00 a.m. on 3 February 2023
Existing Ordinary Shares marked "ex" by the London Stock Exchange 8.00 a.m. on 6 February 2023
Publication and despatch of this document, the Form of Proxy and, to 6 February 2023
Qualifying Non-CREST Shareholders, the Application Form
Basic Open Offer Entitlements and Excess Open Offer Entitlements credited to 7 February 2023
CREST stock accounts of Qualifying CREST Shareholders
First Admission of the Firm Placing Shares to trading on AIM and commencement 8.00 a.m. on 8 February
of dealings
CREST accounts to be credited for Firm Placing Shares to be held in 8.00 a.m. on 8 February 2023
uncertificated form
Latest recommended time and date for requesting withdrawal of Basic Open Offer 4.30 p.m. on 15 February 2023
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time and date for depositing Basic Open Offer Entitlements and Excess 3.00 p.m. on 16 February 2023
CREST Open Offer Entitlements in CREST
Latest time and date for splitting of Application Forms under the Open Offer 3.00 p.m. on 17 February 2023
(to satisfy bona fide market claims)
Latest time and date for receipt of Forms of Proxy from Shareholders 11.00 a.m. on 20 February 2023
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 21 February 2023
full from Qualifying Shareholders under the Open Offer and settlement of
relevant CREST instructions (as appropriate)
General Meeting 11.00 a.m. on 22 February 2023
Results of the General Meeting and the Open Offer announced 22 February 2023
Second Admission of the Conditional Placing Shares, the Subscription Shares 8.00 a.m. on 27 February 2023
and the Open Offer Shares to trading on AIM and commencement of dealings
CREST accounts to be credited for Conditional Placing Shares, the Subscription 8.00 a.m. on 27 February 2023
Shares and the Open Offer Shares to be held in uncertificated form
Dispatch of definitive share certificates for New Ordinary Shares to be held on 6 March 2023
in certificated form
The Company reserves the right to alter the dates and times referred to above
and to accept applications under the Open Offer at any time prior to 5.00 p.m.
on 21 February 2023. If any of the dates and times referred to above are
altered by the Company, the revised dates and times will be announced through
a Regulatory Information Service without delay.
PLACING, SUBSCRIPTION AND OPEN OFFER STATISTICS
Issue Price 5.1 pence
Number of Existing Ordinary Shares in issue at the date of this document 450,129,425
Number of Firm Placing Shares to be issued by the Company pursuant to the 67,519,000
First Placing
Number of Conditional Placing Shares to be issued by the Company pursuant to 133,094,856
the Second Placing
Number of Subscription Shares to be issued by the Company pursuant to the 954,772
Subscription
Basic Open Offer Entitlement 1 Open Offer Share for every 58 Existing Ordinary Shares
Number of Open Offer Shares (in aggregate) up to 7,760,852
Total number of New Ordinary Shares (comprising the Placing Shares, the 209,329,480
Subscription Shares and the Open Offer Shares*) to be issued by the Company
Total gross proceeds receivable by the Company pursuant to the Placing of the approximately £10.2 million
Placing Shares
Total gross proceeds receivable by the Company pursuant to the Subscription of approximately £0.05 million
the Subscription Shares
Total gross proceeds receivable by the Company pursuant to the Open Offer of up to £0.4 million
the Open Offer Shares*
Number of Contingent Consideration Shares 18,094,582
Number of Ordinary Shares in issue immediately following Second Admission** 677,553,487
Approximate market capitalisation of the Company at Second Admission at the £34.6 million
Issue Price**
Percentage of the Enlarged Share Capital represented by the New Ordinary 30.1 per cent
Shares**
Ordinary Share ISIN GB00B84LVH87
SEDOL B84LVH8
Basic Open Offer Entitlements ISIN GB00BQB34P20
Basic Open Offer Entitlements SEDOL BQB34P2
Excess Open Offer Entitlements ISIN GB00BQB34Q37
Excess Open Offer Entitlements SEDOL BQB34Q3
* Assuming take-up in full of the Open Offer by Qualifying Shareholders.
** Assuming take-up in full of the Open Offer by Qualifying Shareholders and
including the issue of the Contingent Consideration Shares.
_________
Notes:
(a) Unless otherwise specified, references in this
document to time are to London time.
(b) The times and dates above are indicative only. If
there is any change, revised times and dates will be notified to Shareholders
by means of an announcement through a Regulatory Information Service.
(c) All references in this document to "pounds
sterling", "sterling", "£", "pence" or "p" are to the lawful currency of the
United Kingdom.
(d) All references in this document to "dollar" or "$"
are to the lawful currency of the United States
DEFINITIONS
The following definitions are used in this announcement and will be used in
the Circular, unless the context otherwise requires:
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published by the London Stock Exchange, as
amended from time to time
"Application Form" the application form accompanying this document to be used by Qualifying
Non-CREST Shareholders in connection with the Open Offer
"Articles" the articles of association of the Company
"Basic Open Offer Entitlement" the individual entitlements of Qualifying Shareholders to subscribe for Open
Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer
"Board" the board of directors of the Company
"Business Day" any day (other than a Saturday or Sunday) upon which commercial banks are open
for business in London, UK
"Canaccord" Canaccord Genuity Limited
"certificated" or "in certificated form" an Ordinary Share which is not in uncertificated form (that is, not in CREST)
"Closing Price" the closing middle market quotation of an Ordinary Share
"Co-Lead Managers" together, finnCap and Canaccord
"Companies Act" the Companies Act 2006, as amended
"Company" or "Itaconix" Itaconix plc, a public limited company (incorporated and registered in England
and Wales with registered number 08024489) whose registered office is at c/o
Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT
"Conditional Placing Shares" 133,094,856 new Ordinary Shares to be issued in connection with the Second
Placing
"Contingent Consideration and Merger Settlement Agreement" the conditional agreement dated 12 July 2018 entered into by the Company,
Itaconix Corporation, John R. Shaw and the Contingent Consideration Payees
"Contingent Consideration Payees" Kensington Research Holdings LLC (a corporation in which John Shaw is
interested), Yvon Durant and David Shaw
"Contingent Consideration Recipients" John Shaw (in place of Kensington Research Holdings LLC, a corporation in
which he is interested), Hamilton Clark Sustainable Capital, Inc., Yvon Durant
and David Shaw
"Contingent Consideration Shares" the 18,094,582 new Ordinary Shares which are to be issued to the Contingent
Consideration Payees pursuant to the Settlement Agreement
"CREST" the computerised settlement system operated by Euroclear which facilitates the
transferring of title to shares in uncertificated form
"CREST Manual" the CREST Manual, as published by Euroclear, as amended
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as
amended
"CREST Sponsor" a direct member of CREST under the CREST Regulations
"Directors" the directors of the Company whose names are set out in this document
"Enlarged Share Capital" the 677,553,487 Ordinary Shares in issue on Second Admission, including the
Placing Shares, the Subscription Shares, the Open Offer Shares and the
Contingent Consideration Shares (assuming take--up in full of the Open Offer
by Qualifying Shareholders)
"Euroclear" Euroclear UK & International Limited
"Excess Application Facility" the arrangement pursuant to which Qualifying Shareholders may apply for
additional Open Offer Shares in excess of their Basic Open Offer Entitlement
in accordance with the terms and conditions of the Open Offer
"Excess CREST Open Offer Entitlements" in respect of each Qualifying CREST Shareholder, the entitlement (in addition
to his Basic Open Offer Entitlement) to apply for Open Offer Shares pursuant
to the Excess Application Facility, which is conditional on him taking up his
Basic Open Offer Entitlement in full and which may be subject to scaling back
in accordance with the provisions of this document
"Excess Open Offer Entitlements" an entitlement for each Qualifying Shareholder to apply to subscribe for Open
Offer Shares in addition to his Basic Open Offer Entitlement pursuant to the
Excess Application Facility which is conditional on him taking up his Basic
Open Offer Entitlement in full and which may be subject to scaling back in
accordance with the provisions of this document
"Excess Shares" Open Offer Shares which are not taken up by Qualifying Shareholders pursuant
their Basic Open Offer Entitlement and which are offered to 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 6 February 2023
"Existing Ordinary Shares" the 450,129,425 Ordinary Shares in issue as at the date of this document
"FCA" the Financial Conduct Authority
"finnCap" finnCap Ltd
"First Admission" the admission of the Firm Placing Shares and the Contingent Consideration
Shares to trading on AIM becoming effective in accordance with the AIM Rules
"First Placing" the conditional placing of the Firm Placing Shares at the Issue Price pursuant
to the Placing Agreement
"Firm Placing Shares" 67,519,000 new Ordinary Shares to be issued in connection with the First
Placing
"Form of Proxy" the form of proxy for use at the General Meeting and enclosed with this
document
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" the Placing, the Subscription and the Open Offer
"General Meeting" the general meeting of the Shareholders to be held at 11.00 a.m. on 22
February 2023 or any adjournment thereof, notice of which is set out in Part V
of this document
"Group" the Company and its subsidiary undertakings (as defined in the Companies Act)
"Issue Price" 5.1 pence per Placing Share, Subscription Share or Open Offer Share (as the
case may be)
"Link Group" a trading name of Link Market Services Limited
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law
of England and Wales by virtue of the European Union (Withdrawal) Act 2018
"Merger Agreement" the agreement and plan of merger dated as of 20 June 2016 relating to the
acquisition by the Company of Itaconix Corporation by way of merger with
Revolymer (U.S.) Inc.
"New Ordinary Shares" the Placing Shares, the Subscription Shares and the Open Offer Shares
"Notice" the notice of General Meeting set out at the end of this document
"Official List" the official list of the FCA in its capacity as the UK Listing Authority
"Open Offer" the conditional invitation by the Company to Qualifying Shareholders to apply
to subscribe for the Open Offer Shares at the Issue Price on the terms and
subject to the conditions set out in this document and, in the case of
Qualifying Non-CREST Shareholders, in the Application Form
"Open Offer Shares" the 7,760,852 new Ordinary Shares to be offered by the Company to Qualifying
Shareholders pursuant to the Open Offer
"Ordinary Shares" the ordinary shares of 1 pence each in the capital of the Company
"Overseas Shareholders" all Shareholders resident outside of the United Kingdom including those in a
Restricted Jurisdiction
"Placing" the First Placing and the Second Placing
"Placing Agreement" the conditional agreement dated 3 February 2023 between the Company and the
Co-Lead Managers relating to the Placing and Open Offer
"Placing Shares" the Firm Placing Shares and the Conditional Placing Shares
"Prospectus Regulation Rules" the rules made by the FCA under Part VI of FSMA in relation to offers of
transferable securities to the public and admission of transferable securities
to trading on a regulated market
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares in uncertificated
form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company
at the Record Date but excluding any Overseas Shareholder who has a registered
address in any Restricted Jurisdiction
"Receiving Agent" Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington
Street, Leeds LS1 4DL
"Record Date" 6.00 p.m. on 1 February 2023
"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,
http://www.fca.org.uk/
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice
"Restricted Jurisdiction" the United States of America, Australia, Canada, the Republic of South Africa,
Russia, New Zealand, Japan or any other jurisdiction where the Open Offer
Shares may not be offered, sold, taken up, delivered or transferred into or
from
"Second Admission" the admission of the Conditional Placing Shares, the Subscription Shares and
the Open Offer Shares to trading on AIM becoming effective in accordance with
the AIM Rules
"Second Placing" the conditional placing of the Conditional Placing Shares at the Issue Price
pursuant to the Placing Agreement
"Settlement Agreement" the agreement dated 3 February 2023 entered into by the Company, Itaconix
Corporation, John R. Shaw, Hamilton Sustainable Capital, Inc. and the
Contingent Consideration Payees terminating the Contingent Consideration and
Merger Settlement Agreement and the Merger Agreement
"Shareholders" holders from time to time of Ordinary Shares
"Statement of Principles" the Pre-Emption Group's statement of principles on disapplying pre-emption
rights dated November 2022
"sterling", "pounds sterling", "£", "pence" or "p" the lawful currency of the United Kingdom
"Subscription" the conditional subscription of the Subscription Shares at the Issue Price by
Peter Nieuwenhuizen, John R. Shaw and Laura Denner
"Subscription Shares" 954,772 new Ordinary Shares to be issued to certain Directors in connection
with the Subscription
"uncertificated" or "in uncertificated form" recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"UK Prospectus Regulation" regulation (EU) No 2017/1129 of the European Parliament and of the Council as
it forms part of the domestic law of England and Wales by virtue of the
European Union (Withdrawal) Act 2018
"United States" or "US" the United States of America, its territories, or possessions, and any state
of the United States of America, the District of Columbia and all areas
subject to its jurisdiction, or any political subdivision thereof
"US Person" has the meaning ascribed to that term in Regulation S under the US Securities
Act
"US Securities Act" the US Securities Act of 1933, as amended
The information set out below is provided in accordance with the requirements
of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name John R. Shaw
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Itaconix plc
b) LEI 213800OKA3GOCK2ZA496
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each
Identification code
b) Nature of the transaction New shares issue under contingent consideration agreement
c) Price(s) and volume(s)
Price(s) Volume(s)
5.177 pence 8,325,318
d) Aggregated information n/a - single transaction
- Aggregated volume
- Price
e) Date of the transaction 03/02/23
f) Place of the transaction Outside a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Dr Yvon Durant,
2 Reason for the notification
a) Position/status Chief Technology Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Itaconix plc
b) LEI 213800OKA3GOCK2ZA496
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each
Identification code
b) Nature of the transaction New shares issue under contingent consideration agreement
c) Price(s) and volume(s)
Price(s) Volume(s)
5.177 pence 1,936,120
d) Aggregated information n/a - single transaction
- Aggregated volume
- Price
e) Date of the transaction 03/03/23
f) Place of the transaction Outside a trading venue
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