REG - Nanoco Group PLC - Proposed fundraising of £8.6 million <Origin Href="QuoteRef">NANON.L</Origin> - Part 2
04/10/2017 16:42
- Part 2: For the preceding part double click ID:nRSD7254Sa with the rules and practices of the FCA, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty; 4 neither Peel Hunt nor the Company nor any of their respective affiliates, or their or their respective affiliates' agents, members, directors, officers or employees, respectively, nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares; nor has it requested Peel Hunt, the Company, any of their respective affiliates, agents, members, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information; 5 neither Peel Hunt nor any person acting on its behalf nor any of its affiliates, or its or its affiliates, agents, members, directors, officers or employees, has or shall have any liability for this Announcement or the Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person; 6 the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Peel Hunt nor any persons acting on its behalf are responsible for or have or shall have any liability for any information or representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information, nor will they be liable for any Placee's decision to participate in the Bookbuild or Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation; 7 it: (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and the risks of an investment in the Placing Shares; (ii) will not look to Peel Hunt for all or part of any such loss it may suffer; (iii) is able to bear the economic risk of an investment in the Placing Shares; (iv) is able to sustain a complete loss of the investment in the Placing Shares; and (v) has no need for liquidity with respect to its investment in the Placing Shares; 8 (i) the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement or the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information, (ii) Peel Hunt and the Company (or any of their respective affiliates) have not made any representation to it, express or implied, with respect to the Company, the Bookbuild, the Placing or the Placing Shares or the fairness, accuracy, completeness or adequacy of this Announcement or the Publicly Available Information, (iii) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Bookbuild and the Placing and (iv) it has not relied on any investigation that Peel Hunt or any person acting on its behalf may have conducted with respect to the Company, the Bookbuild, the Placing or the Placing Shares; 9 it is not, and at the time the Placing Shares are acquired will not be, a resident of Australia, Canada, South Africa, New Zealand, Japan or Jersey; 10 it and any account for which it is acting is either: (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S or (ii) inside the United States and is a QIB and an Accredited Investor who has duly executed a US investor letter in a form provided to it and delivered the same to Peel Hunt or its affiliates; 11 the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the Securities Act, or under the applicable securities laws of any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of Australia, Canada, South Africa, New Zealand, Japan or Jersey and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa, New Zealand, Japan or Jersey or in any country or jurisdiction where any action for that purpose is required; 12 it and/or each person on whose behalf it is participating: (a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (b) has fully observed such laws and regulations; (c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and (d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto; 13 acknowledges that it has received this Announcement solely for its use, has not redistributed or duplicated it (including electronic copies thereof) in whole or in part and undertakes not to do so; 14 it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Order, as amended, and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only; 15 it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA; 16 if within the EEA, it is a Qualified Investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(c) of the Prospectus Directive; 17 it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person; 18 if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than qualified investors, or in circumstances in which the express prior written consent of Peel Hunt has been given to the offer or resale. 19 it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA; 20 no action has been or will be taken by any of the Company, Peel Hunt or any person acting on behalf of the Company or Peel Hunt that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required; 21 none of Peel Hunt, its affiliates and any person acting on its behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Bookbuild and the Placing is on the basis that it is not and will not be a client of Peel Hunt and that Peel Hunt has no duties or responsibilities to it for providing the protections afforded to Peel Hunt's clients or customers or for providing advice in relation to the Bookbuild or the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right; 22 neither Peel Hunt nor the Company nor any of their respective affiliates nor their respective affiliates' agents, members, directors, officers or employees nor any person acting on behalf of such persons is making any recommendation to it, advising it regarding the suitability of any transaction it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representation, warranty, acknowledgement, agreement, undertaking or indemnity contained in the Placing Agreement nor the exercise or performance of any of Peel Hunt's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right; 23 acknowledges and accepts that Peel Hunt may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account and, except as required by applicable law or regulation, Peel Hunt will not make any public disclosure in relation to such transactions; 24 it will make payment to Peel Hunt (as Peel Hunt may direct) for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others or sold on such terms as the Company and Peel Hunt may determine in their absolute discretion without liability to the Placee and it will remain liable and will indemnify Peel Hunt for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf; 25 the person who it specifies for registration as holder of the Placing Shares will be: (i) the Placee; or (ii) a nominee of the Placee, as the case may be. Peel Hunt and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to acquire Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of Peel Hunt who will hold them as nominee directly or indirectly on behalf of the Placee until settlement in accordance with its standing settlement instructions; 26 it will, or procure that it's nominee will, make any necessary notifications to the Company of its interests in the Placing Shares in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules sourcebook; 27 the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability; 28 if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available; 29 it has complied and it will comply with all applicable laws and regulation with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of FSMA and the Financial Services Act 2012 in respect of anything done in, from or otherwise involving the United Kingdom and all relevant provisions of the Market Abuse Regulation); 30 (i) it has complied with its obligations under the Criminal Justice Act 1993 and the Market Abuse Regulation; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the Regulations); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and it has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription and payment, and it will provide promptly to Peel Hunt such evidence, if any, as to the identity or location or legal status of any person which Peel Hunt may request from it in connection with the Bookbuild and the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Peel Hunt on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Company and Peel Hunt may decide in their sole discretion; 31 its commitment to acquire Placing Shares on the terms set out in this Announcement will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Peel Hunt's conduct of the Placing; 32 it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved; 33 it shall vote (either in person or by proxy) any existing Ordinary Shares held by it in favour of the Resolutions; 34 the Company, Peel Hunt and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Peel Hunt on its own behalf and on behalf of the Company and are irrevocable; 35 if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; 36 time is of the essence as regards its obligations under this Appendix; 37 any document that is to be sent to it in connection with the Bookbuild or Placing will be sent at its risk and may be sent to it at any address provided by it to Peel Hunt; 38 the Placing Shares will be issued in the Placing subject to the terms and conditions set out in this Appendix; and 39 this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to acquire shares pursuant to the Bookbuild and the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company or Peel Hunt in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange. By participating in the Bookbuild and the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Peel Hunt and each of their respective affiliates and each of their and their respective affiliates' agents, members, directors, officers and employees, respectively, harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing. The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Peel Hunt would be responsible. If this is the case, it would be sensible for Placees to take their own advice and they should notify Peel Hunt accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-UK stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Peel Hunt in the event that either the Company and/or Peel Hunt have incurred any such liability to such taxes or duties. The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Peel Hunt for itself and on behalf of the Company and are irrevocable. Peel Hunt is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company in connection with the Bookbuild, the Placing and Admission only and no one else and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Bookbuild or the Placing and will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuild, the Placing or other matters referred to in this Announcement. Each Placee and any person acting on behalf of the Placee acknowledges that neither the Company nor Peel Hunt owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements or agreements or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Peel Hunt may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so. When a Placee or any person acting on behalf of the Placee is dealing with Peel Hunt, any money held in an account with Peel Hunt on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Peel Hunt to segregate such money, as that money will be held by it under a banking relationship and not as trustee. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. All times and dates in this Announcement may be subject to amendment. Peel Hunt will notify Placees and any persons acting on behalf of the Placees of any changes. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement. Definitions In this Announcement (including the Appendix), save where the context requires otherwise: ABB the accelerated bookbuild to be conducted by Peel Hunt in respect of the Placing Accredited Investor an "accredited investor" as defined in Regulation D Admission admission of the Fundraising Shares to listing on the premium segment of the Official List and admission to trading of the Fundraising Shares on the London Stock Exchange's main market for listed securities Agreed Subscription the maximum subscription by the LO Funds for Subscription Shares at the Issue Price in accordance with the terms of the LO Subscription Agreement Appendix the appendix to this Announcement Announcement this announcement (including the appendix) Board the board of directors of the Company Bookbuild the bookbuilding process to be conducted by Peel Hunt in respect of the Placing Circular the circular to be sent to shareholders in connection with the Fundraising, convening the General Meeting Company or Nanoco Nanoco Group plc CREST the relevant system (as defined in the CREST Regulations) of which Euroclear UK & Ireland is the Operator (as defined in the CREST Regulations) CREST Regulations the Uncertificated Securities Regulations 2001, as amended Directors the directors of the Company Director and Senior Management Subscription or DSM Subscription the direct subscriptions with the Company by certain Directors and members of the senior management of the Company for the DSM Subscription Shares DSM Subscription Shares up to 1,281,505 new Ordinary Shares which the Directors and certain members of the senior management of the Company will subscribe for directly with the Company at the Issue Price DSM Subscription Letters the conditional letters of subscription to be received by the Company from each subscriber under and in connection with the DSM Subscription EEA European Economic Area Enlarged Share Capital the total share capital of the Company (excluding shares held in treasury) immediately following Admission FCA the Financial Conduct Authority FSMA the Financial Services and Markets Act 2000, as amended Fundraising or Fundraise the LO Subscription, the Placing and the DSM Subscription Fundraising Shares 47,655,821 new Ordinary Shares to be issued pursuant to the Fundraising FY17 the financial year of the Company ending 31 July 2017 FY18 the financial year of the Company ending 31 July 2018 General Meeting a general meeting of the Company's shareholders Group the Company and its subsidiaries and Group Company means any member of the Group Independent Shareholders shareholders in the Company other than the funds managed by LOAM and its associates Issue Price 18 pence per Fundraising Share LIBOR London Interbank Offered Rate Listing Rules the listing rules made by the UKLA in accordance with section 73A (2) of Part VI of FSMA (as these rules may be amended from time to time) LO Funds certain LOAM funds managed by LOAM as discretionary investment manager and agent LO Subscription the subscription by the LO Funds for Subscription Shares at the Issue Price in accordance with the terms of the LO Subscription Agreement LO Subscription Agreement the subscription agreement between LOAM (as agent for the LO Funds) and the Company dated 4 October 2017 whereby the LOAM (as agent for the LO Funds) agreed to subscribe for Subscription Shares at the Issue Price LOAM Lombard Odier Asset Management (USA) Corp London Stock Exchange London Stock Exchange plc Market Abuse Regulation the EU Market Abuse Regulation (EU596/2014) and all delegated or implementing regulations relating to that Regulation Ordinary Shares ordinary shares of 10 pence each in the capital of the Company Peel Hunt Peel Hunt LLP (registered in England and Wales No. OC357088) whose registered office is at Moor House, 120 London Wall, London, United Kingdom, EC2Y 5ET Placees subscribers for the Placing Shares Placing the placing of the Placing Shares with Placees at the Issue Price pursuant to the terms of the Placing Agreement Placing Agreement the placing agreement between the Company and Peel Hunt dated 4 October 2017 pursuant to which Peel Hunt has agreed to use reasonable endeavours to procure Placees to acquire the Placing Shares at the Issue Price on the terms and subject to the conditions as set out in the placing agreement Placing Results Announcement the announcement to be released by the Company following the close of the Bookbuild, detailing the aggregate number of Placing Shares to be issued Placing Shares up to 23,827,910 new Ordinary Shares to be issued and allotted in the Placing pursuant to the terms of the Placing Agreement QIB a "qualified institutional buyer" as defined in Rule 144A under the Securities Act Regulation D Regulation D under the Securities Act Regulation S Regulation S under the Securities Act Regulatory Information Service a regulatory information service that is approved by the FCA and is on the list of Regulatory Information Services maintained by the FCA Resolutions resolutions of the Company authorising the Directors to allot the Fundraising Shares and corresponding disapplication of Shareholders' pre-emption rights and approving the issue of the Fundraising Shares for the purposes of, and in accordance with, LR 9.5.10R(3) Securities Act the US Securities Act of 1933, as amended Sponsor the role of sponsor in accordance with Chapter 8 of the Listing Rules Subscription Commission the subscription commission payable to LOAM as described in the Announcement Subscription Shares the new Ordinary Shares subscribed for by the LO Funds in accordance with the terms of the LO Subscription Agreement UKLA the FCA exercising its functions under Part VI of FSMA This information is provided by RNS The company news service from the London Stock Exchange
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