REG - Oncimmune Hldgs PLC - Fundraising and Amendments to Facility
18/10/2024 08:00
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RNS Number : 7497I Oncimmune Holdings PLC 18 October 2024
For immediate release
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PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
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BE IN THE PUBLIC DOMAIN.
Oncimmune Holdings plc
("Oncimmune" or the "Company")
Placing and Subscription to raise a minimum of £2.0 million
Retail Offer to raise up to £0.3 million
Amendment to Facility Agreement
Conversion of debt to equity
and
Notice of General Meeting
Oncimmune Holdings plc (AIM: ONC.L), a leading autoantibody profiling company
providing research services to the pharmaceutical and biotechnology industry
to enable the delivery of precision medicine, is pleased to announce a
recapitalisation of the business to support its next stage of growth,
following strong commercial progress including several recent contract wins, a
number of which are with top 10 global pharmaceutical companies. This
recapitalisation comprises a fundraising alongside the conversion of
approximately €4.0 million of existing debt into equity, strengthening the
Company's balance sheet and supporting the new management team to continue
executing its strategy.
The Company announces a proposed fundraising to raise, in aggregate, a minimum
of £2.0 million by way of a placing, subscription and retail offer (the
"Fundraising"), to accelerate commercial traction. The Fundraising will
include the issue of a minimum of 11,500,000 new ordinary shares of 1p each in
the capital of the Company ("Ordinary Shares") ("Placing Shares") at the issue
price of 15 pence per share ("Issue Price") to existing shareholders
("Placees") to raise gross proceeds of a minimum of approximately £1.725
million (the "Placing").
The Placing will be conducted by way of an accelerated bookbuild ("ABB") which
will be launched immediately following this announcement ("Announcement"), in
accordance with the terms and conditions set out in the Appendix to this
Announcement.
The Company proposes to raise a minimum of £275,000 (before expenses) by way
of a proposed subscription, comprising the issue of a minimum of 1,833,333 new
Ordinary Shares ("Subscription Shares") at the Issue Price (the
"Subscription") to certain Directors and existing shareholders.
In addition to the Placing and Subscription, to provide investors who have not
taken part in the Placing with an opportunity to participate in the
Fundraising, the Company is providing Retail Investors with the opportunity to
subscribe for up to 2,000,000 Retail Offer Shares at the Issue Price, via the
BookBuild Platform, to raise up to an additional £300,000 (before expenses),
by way of the Retail Offer. A separate announcement will be made shortly
regarding the Retail Offer and its terms. The Placing and the Subscription are
not conditional upon the Retail Offer. For the avoidance of doubt, the Retail
Offer is not part of the Placing or the Subscription.
Capitalised terms shall have the meanings set out in the 'Definitions' section
below, unless the context requires otherwise.
Transaction Highlights:
· Placing via accelerated bookbuild with existing shareholders to
raise minimum gross proceeds of approximately £1.725 million.
· Subscription by certain Board members and other existing
shareholders to raise additional gross proceeds of a minimum of £275,000.
· Retail Offer to enable Retail Investors to participate in the
Fundraising via the BookBuild Platform for up to an additional £300,000.
· Net proceeds of the Fundraising will provide additional working
capital to support commercial traction.
· Strong commercial traction with several recently announced
contract wins, validating management's strategy to focus on commercialising
its autoantibody profiling platform.
· Commercial interest and awareness in Oncimmune has been growing
following the announcement of significant new contracts with Top 10 Pharma
Companies this year, including our unique capability to profile autoantibodies
to Immunoglobulin subtype, E. Amendments agreed to terms of existing facility
held with IPF Invest Co 2 Sarl ("IPF"), including capitalisation of
approximately €4.0 million in principal of the Company's outstanding debt
into equity, at the Issue Price, through the issue to IPF of 22,351,003 new
Ordinary Shares (the "Conversion Shares"), leaving approximately €2 million
in principal debt outstanding.
· Fundraising to occur in two tranches in order to utilise the
Company's existing authorities to issue Ordinary Shares on a non-preemptive
basis:
o Dealings in Firm Placing Shares and Firm Subscription Shares expected to
commence on First Admission on or around 23 October 2024.
o Dealings in Conditional Placing Shares, Conditional Subscription Shares,
Conversion Shares and Retail Offer Shares expected to commence on Second
Admission on or around 11 November 2024, conditional on, amongst other things,
shareholder approval of the Resolutions at the General Meeting.
A circular containing further details of the Fundraising and the notice of the
General Meeting expected to be held at the offices of Cavendish Financial Plc,
1 Bartholomew Close, London EC1A 7BL, at 11:00 a.m. on or around 8 November
2024 to, inter alia, approve the resolutions required to implement the
Fundraising, is expected to be published and dispatched to Shareholders on or
around 22 October 2024 (the "Circular"). Following its publication, the
Circular will be available on the Group's website at www.oncimmune.com
(http://www.oncimmune.com) .
The timing for the close of the ABB and allocation of the Placing Shares shall
be at the absolute discretion of the joint bookrunners Cavendish and Zeus, in
consultation with the Company. The final number of Placing Shares to be issued
pursuant to the Placing will be agreed by Cavendish, Zeus and the Company at
the close of the ABB. The result of the Placing will be announced as soon as
practicable thereafter.
In accordance with the terms of the placing agreement between the Company,
Cavendish and Zeus ("Placing Agreement"), the Fundraising is conditional upon,
amongst other things, the Placing Agreement not having been terminated in
accordance with its terms prior to either First Admission or Second Admission
as the case may be (or such later date as Cavendish and Zeus may agree).
Cavendish are acting as nominated adviser, joint broker and joint bookrunner
in connection with the Placing, together with Zeus as joint broker and joint
bookrunner. No part of the Placing, the Subscription or the Retail Offer is
underwritten.
The Appendix to this Announcement (which forms part of this Announcement)
contains the detailed terms and conditions of the Placing.
Commenting on the Fundraising, Martin Gouldstone, CEO of Oncimmune, said:
"We are grateful to both our investors and debt provider IPF for supporting
this fundraising which has enabled a recapitalisation of the business. With a
massively improved debt profile and balance sheet, we look forward to
continuing to drive the commercialisation of our autoantibody profiling
platform which is exhibiting significant commercial traction."
For further information:
Oncimmune Holdings plc
contact@oncimmune.com (mailto:contact@oncimmune.com)
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)
Geoff Nash, Callum Davidson, Trisyia Jamaludin (Corporate Finance)
Nigel Birks (Life Science Specialist Sales)
Ondraya Swanson (ECM)
+44 (0) 20 7220 0500
Zeus (Joint Broker)
Dominic King, Dan Bate
+44 (0)20 3829 5000
About Oncimmune
Oncimmune is a precision medicine company, specialising in analysing immune
interactions through the autoantibody profile. Taking a platform approach to
generating insights, Oncimmune is partnering with global pharmaceutical and
biotech companies, as well as contract research organisations (CROs) to
discover novel biomarkers for the development of more targeted and effective
therapies across many immune-mediated diseases. Our mission at Oncimmune is to
enable precision medicine. We help our partners to discover novel biomarkers,
drug targets and predict treatment efficacy through the application of our
platform. We are able to do this by deploying our world class scientific team
and our cutting-edge technology platform, built on years of experience in the
field. Our aim is to make this an essential tool in drug discovery and
development.
Oncimmune is headquartered in the UK, with its discovery and development
facility based in Dortmund, Germany and a business development team based in
the US and Europe.
For more information, visit www.oncimmune.com (http://www.oncimmune.com/)
Forward-Looking Statements
This Announcement contains forward-looking statements. These statements relate
to the Group's future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and phrases
such as "potential", "estimate", "expect", "may", "will" or the negative of
such terms and phrases, variations or comparable expressions, including
references to assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by those statements. These forward-looking statements speak only as at
the date of this Announcement. No statement in this Announcement is intended
to constitute a profit forecast or profit estimate for any period. No
representation or warranty is given as to the completeness or accuracy of the
forward-looking statements contained in this Announcement. Neither the
Directors nor the Company undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules of any
other securities regulatory authority, whether as a result of new information,
future events or otherwise.
Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of the Placing and
the Subscription shareholders, with the result that certain persons became
aware of inside information, as permitted by MAR. That inside information is
set out in this Announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR. Therefore, those persons
that received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its securities.
EXPECTED TIMETABLE OF KEY EVENTS
2024
Announcement of the Fundraising 18 October
Announcement and launch of the Retail Offer 18 October
Announcement of the results of the Placing 18 October
Publication and posting of the Circular and Form of Proxy 22 October
First Admission and commencement of dealings in the Firm Placing Shares and 23 October
Firm Subscription Shares
Firm Placing Shares and Firm Subscription Shares credited to CREST Members' As soon as possible after 8:00 a.m. on 23 October
accounts
Retail Offer closes 4:35 p.m. on 31 October
Result of Retail Offer announced with final number of New Ordinary Shares to 31 October
be issued, conditional on Second Admission
Latest time and date for receipt of Forms of Proxy or electronic proxy 11:00 a.m. on 6 November
appointments for use at the General Meeting
General Meeting 11:00 a.m. on 8 November
Announcement of the results of the General Meeting 8 November
Second Admission, issuance and commencement of dealings in the Conditional 8:00 a.m. on 11 November
Placing Shares, Conditional Subscription Shares, Conversion Shares and Retail
Offer Shares
Conditional Placing Shares, Conditional Subscription Shares, Conversion Shares As soon as possible after 8:00 a.m. on 11 November
and Retail Offer Shares credited to CREST Members' accounts
Expected despatch of definitive share certificates Within 10 business days of Admission
Notes:
1. Each of the above times and dates are indicative only and are subject to
change at the absolute discretion of the Company and Cavendish. If any of the
above times and/or dates change, the revised times and/or dates will be
notified by the Company to Shareholders by announcement through an RIS.
2. All events listed in the above timetable following the General Meeting
are conditional on, inter alia, the passing of the Resolutions at the General
Meeting.
3. All of the above times refer to London times.
REASONS FOR THE FUNDRAISING AND THE DEBT RESTRUCTURING AND USE OF PROCEEDS
Reasons for the Fundraising and the Debt Restructuring
Commercial and strategic progress
Following the Group's disposal of its EarlyCDT blood test business in May
2023, the Company's newly appointed leadership team undertook a strategic
review resulting in the implementation of a refreshed strategy and sales model
to drive revenue growth. This newly adopted strategy, focused on
commercialising the Company's autoantibody detection platform
(ImmunoINSIGHTS), aimed to build scale and deliver more predictable revenue
streams for the Group.
Oncimmune's platform technology specialises in the analysis of immune
interactions through autoantibody profiling - a technique used to identify
particular biomarkers involved in immune response that can give insights into
diseases and strategies to treat them. The Company works alongside large
pharmaceutical companies and CRO partners, enabling them to optimise drug
development and provide more effective and safer treatment for patients.
Oncimmune's library of more than 9,000 antigens can be rapidly exploited to
generate data driven insights for its clients across different phases of drug
development, from preclinical to clinical research. The Company has
established key relationships with academic centres of excellence.
The Company's vision is to become the globally recognised expert in technology
that enables breakthroughs in precision medicine. In the medium term,
Oncimmune aspires to grow annualised revenues to more than £20 million by
2029.
The Board is pleased with the significant progress made under its new
strategy. Having won new contracts with major pharma and other CRO clients,
Oncimmune expects to report FY24 revenues of approximately £3.0 million,
being approximately 2.5 times FY23 revenues from continuing operations.
During FY24, 81 per cent. of revenues were derived from repeat customers,
demonstrating the strong potential for follow-on contract opportunities. The
Company also saw a 64 per cent. win rate on its proposals during FY24. The
Company's average contract value also grew by 186% in FY24 against FY23,
supported by the recently announced contract wins worth at least US$2.2
million with top 15 global pharmaceutical companies. Oncimmune has worked with
8 of the top 15 global pharmaceutical companies and has entered into 7 master
services agreements as well as two projects through CRO contracts.
Market opportunity and regulatory drivers
Oncimmune operates within a large and growing addressable market, supported by
regulatory tailwinds. Oncimmune can accurately profile all classes of
disease-relevant autoantibodies, including rare autoantibodies and those
difficult to measure, such as antibody Immunoglobulin E (IgE). Regulators
within the pharmaceutical industry are increasingly requiring pharmaceutical
companies to demonstrate the mode of action of their therapies and
autoantibody profiling is an important methodology for those drugs that modify
immune response. 1 Autoantibody profiling can also help to identify potential
immune related adverse event (irAEs), allowing this to be discovered in the
lab, ahead of advanced clinical trials. The Directors believe, therefore, that
the Company is well placed to benefit from industry and regulatory trends,
which bring the increasing importance of autoantibody profiling into focus
within the pharmaceutical industry, leading to greater demand for services
provided by the Group.
Oncimmune's applications span from drug discovery through to clinical
development, a multi-billion dollar outsourcing market from traditional large
Pharma and biotech companies.
Pipeline progress
Throughout FY24, the Company made significant progress expanding and
converting its pipeline of projects from earlier stage scoping through to
commercialisation stage and product delivery.
Oncimmune entered FY25 with a growing number of leads and opportunities, with
72% of the pipeline as at 31 August 2024 being related to opportunities for
new clients. Notably, as at 31 August 2024, the Company had seven new
potential client opportunities with proposals submitted and operational
feasibility confirmed, totalling £3.2 million in potential revenue.
Debt Restructuring and details of Amended Facility Agreement
The Company's lender, IPF, has supported the business since 2019. The original
loan provided by IPF to the Company was partially paid down by Oncimmune in
May 2023 following the disposal of Oncimmune Limited, leaving approximately
€6.0m in principal of debt outstanding. As previously announced, Oncimmune
has been in discussions with IPF to amend the terms of its existing
facility.
The Company and IPF have agreed to the following amendments to the facility:
· Reduction of approximately €4.0 million outstanding principal
debt by way of conversion into equity, to be satisfied through the issue of
the Conversion Shares to IPF, conditional on Second Admission.
· Capital repayments - monthly repayments will now be made between
October 2024 and March 2026.
· Covenants - new covenants now requiring minimum cash level as well
as the minimum revenue, to replace the previous covenants.
· Cash interest - EURIBOR +8.8% until 31 August 2025, rising to
+9% thereafter, with EURIBOR being no less than 3%.
· Capitalised interest - 8% applying to the remaining debt outstanding
following the amendments to the facility, payable at the end of term.
· Interest - paid monthly.
· Exit fee - previous exit fee of €1.5 million agreed in 2022
remains in place, which it has now been agreed will be repaid, in cash, over 6
months from April 2026 to September 2026 (at the option of the Company).
· Conversion Shares and any Ordinary Shares to be issued upon an
exercise of the warrants already held by IPF are subject to 12 month lock-in
arrangements, further details of which are set out below.
· Existing warrants held by IPF are now exercisable at the Issue
Price and the expiry period has been extended.
The Directors believe that the restructuring of the debt outlined above (the
"Debt Restructuring") and the entry by the Company into the Amended Facility
Agreement is in the Company's best interests as it will significantly
strengthen its balance sheet, reduce the Company's working capital constraints
and allow further investment into the business to support its growth
aspirations.
Use of proceeds
Following the significant strategic progress detailed above, the Company is
undertaking this Fundraising to facilitate the next stage of Oncimmune's
growth. The net proceeds from the Fundraising will be used for working
capital, supporting longer term growth and enabling the Company to enter into
the revised debt terms described in this Announcement.
CURRENT TRADING AND OUTLOOK
Following on from the strong commercial traction gained in the past few
months, the Company has a further 3 new contracts where verbal approval has
already been received, with only contract signature remaining. In addition,
the Company has submitted a further 7 proposals with a total value of over
£4.5 million. During FY24 over 60% of all proposals submitted to contracts
were converted, double the industry average.
This illustrates the strength and growth in commercial traction the business
has enjoyed in the period. More information will be shared as the contracts
are signed.
The Directors remain confident of meeting market expectations in the year to
31 August 2025 and delivering positive EBITDA for the year.
DETAILS OF THE FUNDRAISING
The Placing
The Company is conditionally raising, in aggregate, a minimum of £1.725
million (gross proceeds) by way of a Firm Placing of 5,500,000 new Ordinary
Shares and a Conditional Placing of a minimum of 6,000,000 new Ordinary
Shares, in each case at the Issue Price, with existing shareholders.
The Issue Price represents a premium approximately 8% to the Closing Price as
at 17 October 2024.
In order to utilise the Company's existing authorities to issue shares on a
non-pre-emptive basis granted at the 2024 AGM, the Placing is being conducted
in two tranches, comprising the Firm Placing and the Conditional Placing.
The Firm Placing is expected to raise a total of approximately £0.825 million
(gross proceeds) through the issue of 5,500,000 Firm Placing Shares at the
Issue Price. The Firm Placing is conditional upon, inter alia, First Admission
becoming effective at 8.00 a.m. on 23 October 2024 (or such later time as the
Company and Joint Brokers may agree, being not later than 8.00 a.m. on 25
November 2024). The Firm Placing is not conditional on completion of the
Conditional Placing or the Retail Offer occurring so there is a possibility
that the Firm Placing may complete, and the Firm Placing Shares are issued,
but that the Conditional Placing and the Retail Offer does not complete.
The Conditional Placing is expected raise a minimum of £0.9 million (gross
proceeds) through the issue of a minimum of 6,000,000 Conditional Placing
Shares at the Issue Price. In addition to the passing of the Resolutions at
the General Meeting, the Conditional Placing is conditional upon, inter alia,
First Admission becoming effective, and Second Admission becoming effective at
8.00 a.m. on 11 November 2024 (or such later date as the Company and Joint
Brokers may agree, being not later than 8.00 a.m. on 25 November 2024).
The Placing Shares will be free of all liens, charges and encumbrances and
will, when issued and fully paid, be identical to and rank pari passu in all
respects with the existing Ordinary Shares, including the right to receive all
future distributions, declared, paid or made in respect of the Ordinary Shares
following the dates on which they are issued.
It is expected that CREST accounts will be credited on the relevant day of
Admission and that share certificates (where applicable) will be despatched
within 10 business days of each Admission.
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. It is anticipated that First Admission will
become effective and that dealings in the Firm Placing Shares will commence at
8.00 a.m. on or about 23 October 2024 and that Second Admission will become
effective and that dealings in the Conditional Placing Shares will commence at
8.00 a.m. on or about 11 November 2024.
The Subscription
The Company is expecting to raise a minimum of £0.275 million (gross
proceeds) by way of a subscription for a minimum of 1,833,333 new Ordinary
Shares at the Issue Price.
The Firm Subscription is conditional, inter alia, on First Admission becoming
effective at 8.00 a.m. on or about 23 October 2024 (or such later date as the
Company and Joint Brokers may agree, being not later than 8.00 a.m. on 25
November 2024). The Firm Subscription is not conditional on completion of the
Conditional Placing or the Retail Offer occurring so there is a possibility
that the Firm Subscription may complete, and the Firm Subscription Shares are
issued but that the Conditional Placing and the Retail Offer does not
complete.
The Conditional Subscription and issue of the Conditional Subscription shares
is conditional, inter alia, on the passing of the resolutions at the General
Meeting and Second Admission becoming effective at 8.00 a.m. on or about 11
November 2024 (or such later date as the Company and Joint Brokers may agree,
being not later than 8.00 a.m. on 25 November 2024).
Certain of the Directors and existing Shareholders intend to subscribe for
Subscription Shares, at the Issue Price pursuant to separate Subscription
Letters. The minimum number of Subscription Shares to be subscribed for is
1,833,333, comprising 500,000 Firm Subscription Shares and a minimum of
1,333,333 Conditional Subscription Shares. The final amount raised under the
Conditional Subscription is expected to be announced by the Company prior to
the General Meeting.
The Placing Agreement
In connection with the Placing, the Company has entered into the Placing
Agreement pursuant to which the Joint Brokers have agreed, in accordance with
its terms, to use their respective reasonable endeavours to procure
subscribers for the Placing Shares. Cavendish has also agreed to co-ordinate
the Retail Offer. The Placing and Retail Offer are not being underwritten.
In accordance with the terms of the Placing Agreement, the Placing is
conditional upon, amongst other things, the conditions in the Placing
Agreement being satisfied or (if applicable) waived and the Placing Agreement
not having been terminated in accordance with its terms prior to First
Admission occurring on or before 23 October 2024 or Second Admission occurring
on or before 11 November 2024 (or, in each case, such later date as the Joint
Brokers may agree). The Conditional Placing is also conditional upon, amongst
other things, the passing of the Resolutions at the General Meeting.
The Placing Agreement contains certain warranties given by the Company in
favour of the Joint Brokers concerning, amongst other things, the accuracy of
information given in the Circular and this announcement as well as other
matters relating to the Group and its business.
The Placing Agreement may be terminated by Cavendish and/or Zeus in certain
circumstances up until the time of Admission, including, inter alia, should
there be a breach of a warranty contained in the Placing Agreement or a force
majeure event takes place or a material adverse change occurs to the business
of the Company or the Group. The Company has also agreed to indemnify the
Joint Brokers against all losses, costs, charges and expenses which they may
suffer or incur as a result of, occasioned by or attributable to the carrying
out of their duties under the Placing Agreement.
The Placing and Subscription are not conditional on the Retail Offer
proceeding nor on any minimum take-up under the Retail Offer.
The Retail Offer
Pursuant to the terms of the Retail Offer, the Company will shortly make the
Retail Offer to retail investors through intermediary financial institutions
appointed by the Company in connection with the Retail Offer via the BookBuild
Platform.
The Retail Offer will be opened to eligible investors in the United Kingdom
shortly following this announcement and is expected to close at 4.35 p.m. on
31 October 2024, following which the Company will announce the result of the
Retail Offer and final number of Retail Offer Shares to be issued (subject to
the passing of the Resolutions) and admitted to trading on AIM on Second
Admission. The Retail Offer may close early if it is oversubscribed.
Conditional on, amongst other things, the Resolutions being duly passed at the
General Meeting and Second Admission, up to 2,000,000 Retail Offer Shares will
be issued by way of the Retail Offer at the Issue Price to raise proceeds of
up to £300,000 (before expenses).
If the Retail Offer is taken up in full, the Retail Offer Shares will
represent approximately 1.2 per cent. of the Enlarged Share Capital (assuming
(i) all Placing Shares, Subscription Shares, Conversion Shares and Retail
Offer Shares are issued; and (ii) no other Ordinary Shares are issued
following the date of this announcement and prior to Second Admission). The
Retail Offer Shares, when issued and fully paid, will rank pari passu in all
respects with the existing Ordinary Shares then in issue.
The announcement launching the Retail Offer is expected to be released by the
Company promptly following this Announcement and will contain further details
of the Retail Offer and how eligible investors may participate.
THE DEBT RESTRUCTURING
IPF Subscription Letter
As at the date of this Announcement, an amount of approximately €6.0 million
is owed by the Company to IPF under the terms of its existing facility
agreement. Pursuant to the terms of the IPF Subscription Letter, IPF has
agreed to capitalize approximately €4.0 million in principal of the
Company's outstanding debt into equity, at the Issue Price, through the issue
of the Conversion Shares. The issue of the Conversion Shares is conditional on
Second Admission.
Pursuant to the terms of the IPF Subscription Letter, IPF has undertaken to
the Company (except in certain limited circumstances considered customary for
an agreement of this nature) not to dispose of any interest in any Ordinary
Shares held by them within 12 months from Second Admission (the "Lock-In
Period") and, for a further period of 6 months following expiry of the Lock-In
Period, to consult with Cavendish (or of the broker for the time being to the
Company if it is not Cavendish) in such a way as to maintain an orderly market
prior to disposing of any interest in any Ordinary Shares, except in certain
limited circumstances considered customary for an agreement of this nature.
Relationship Agreement
Immediately following Second Admission, IPF will hold 22,351,003 new Ordinary
Shares in the Company (comprising the Conversion Shares), representing
approximately 19.9 per cent. of the Enlarged Share Capital, assuming the
Retail Offer Shares are subscribed for in full. The Company and IPF have
entered into a relationship agreement (the "Relationship Agreement") which
will, conditional upon Second Admission, regulate the ongoing relationship
between the Company and IPF. The principal purpose of the Relationship
Agreement is to ensure that the Company can carry on an independent business
as its main activity. Pursuant to the terms of the Relationship Agreement, IPF
has undertaken, amongst other things, that:
(a) it shall exercise its voting rights to ensure, insofar as is within
its control, that the Group shall be managed for the benefit of Shareholders
as a whole and shall be capable at all times of carrying on its business
independently of IPF;
(b) all transactions, agreements and arrangements between any member of
the Group and IPF (and/or its related parties) shall be on an arm's length
basis and on normal commercial terms; and
(c) at least two Directors who are considered to be independent
shall at all times be appointed to the Board.
The agreement is effective, inter alia: (i) for so long as IPF, together with
any persons acting in concert with it, holds in aggregate shares in the
capital of the Company carrying 19.7 per cent. or more of the Company's voting
share capital; or (ii) until the date on which IPF, together with any persons
acting in concert with it, has acquired interests in shares in the capital of
the Company carrying 30 per cent. or more of the rights that are then
exercisable to vote at a general meeting of the Company. The Relationship
Agreement will not prejudice or affect the exercise by IPF of its rights under
the Amended Facility Agreement.
ADMISSION OF THE NEW ORDINARY SHARES
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 become effective in respect of, and that dealings on AIM will commence in
the Firm Placing Shares and the Firm Subscription Shares at 8.00 a.m. on or
about 23 October 2024. Subject to the passing of the Resolutions at the
General Meeting, it is expected that Second Admission will become effective in
respect of, and that dealings on AIM will commence in the Conditional Placing
Shares, the Conditional Subscription Shares, the Conversion Shares and the
Retail Offer Shares at 8.00 a.m. on or about 11 November 2024.
Firm Placing Shares and Firm Subscription Shares will be delivered into CREST
accounts for all Placees and subscribers participating in the Firm Placing and
Firm Subscription as soon as possible after 8.00 a.m. on or about 23 October
2024. Conditional Placing Shares, Conditional Subscription Shares, Conversion
Shares and Retail Offer Shares will be delivered into CREST accounts for all
Placees participating in the Conditional Placing and subscribers participating
in the Conditional Subscription, and for all eligible investors (being UK
retail Shareholders of the Company) participating in the Retail Offer and to
IPF (with respect to the Conversion Shares) as soon as possible after 8.00
a.m. on or about 11 November 2024. Definitive share certificates for those
not settling through CREST will be despatched by the Registrars within 10
business days of the date of Admission. Pending dispatch of the share
certificates or the crediting of CREST accounts, the Registrar will certify
any instruments of transfer against the register.
DIRECTORS' PARTICIPATION AND RELATED PARTY TRANSACTIONS
Certain of the Directors intend to subscribe for Subscription Shares at the
Issue Price. Details of the subscriptions by the Directors and their
respective interests in the Enlarged Share Capital are as follows:
Director Number of Subscription Shares subscribed for Value of Subscription Shares subscribed for
Alistair Macdonald £15,000 100,000
Martin Gouldstone £10,000 66,667
John Goold £50,000 333,333
The subscription for new Ordinary Shares by Alistair Macdonald, Martin
Gouldstone and John Goold constitute related party transactions under Rule 13
of the AIM Rules by virtue of them each being Directors. Dr Sally Waterman,
having consulted with Cavendish, the Company's nominated adviser, considers
that each of the subscriptions by the Directors (or their nominees) for
Subscription Shares as set out above are fair and reasonable insofar as
Shareholders are concerned.
MANAGEMENT INCENTIVISATION PLANS
The Board recognises the importance of appropriately incentivising its
management team to continue delivering the Group's strategy and aligning the
interests of Shareholders with those of Oncimmune's executives responsible for
delivering it. Martin Gouldstone, Oncimmune's Chief Executive Officer, and
Martin Hudson, its Finance Director (together the "Senior Executives"), joined
Oncimmune approximately 12 months ago and have successfully executed on the
Company's new strategy, leading to the turnaround in financial performance
described above. In order to continue to incentivise the Senior Executives,
the Board has decided to grant the Senior Executives the following share
options (the "Options"), which will be granted following the Second Admission:
· Martin Gouldstone will be granted options over Ordinary Shares
equal to 5% of the Enlarged Share Capital and Martin Hudson will be granted
options over Ordinary Shares equal to 3% of Enlarged Share Capital. Options
over Ordinary Shares equal to 2% of the Enlarged Share Capital are being
reserved by the Board for other current and future employees of the Group.
· The exercise price of the Options shall be 15 pence per Ordinary
Share, being the Issue Price of the Fundraising.
· The Options shall have the following exercise conditions:
o 30% of the Options shall become exercisable when the Company's EBITDA for
any financial year is equal to or greater than zero.
o 30% of the Options shall become exercisable when the Company's EBITDA for
any financial year is equal to or greater than £1.5m.
o 30% of the Options shall become exercisable when the Company's EBITDA for
any financial year is equal to or greater than £2.5m.
o 5% of the Options shall become exercisable when the price of the Company's
share reaches £0.35 per share.
o 5% of the Options shall become exercisable when the price of the Company's
shares reaches £0.500 per share.
For these purposes (i) EBITDA shall mean "Operating profit/loss" adding back
"Depreciation of property, plant and equipment and right-of-use-assets",
"Amortisation of intangible assets" and "Share-based payment (credit)/charge"
or equivalent provisions, in each case as referenced in the Company's audited
annual accounts. The exercisability shall accelerate on a change of control
of the Company; (ii) relevant financial years for such purposes shall be the
current financial year of the Company and each subsequent financial year in
respect of which published accounts are issued during the ten year life of the
Options and (iii) the share price conditions shall ordinarily be based on 20
day volume weighted averages falling within the ten year life of the Options.
· The Options shall be subject to the rules of the Company's 2024
Share Option Plan and to the extent not exercisable would ordinarily be
forfeited in the event of cessation of service.
· All options currently held by the Senior Executives under the
Company's existing share plan arrangements would be surrendered by the Senior
Executives voluntarily for nil consideration prior to the grant of the
Options.
A further announcement will be made in due course once the Options has been
formally granted.
GENERAL MEETING
The allotment and issuance of the Conditional Placing Shares, the Conditional
Subscription Shares, the Conversion Shares and the Retail Offer Shares is
conditional upon, inter alia, the approval by Shareholders of the Resolutions
to be proposed at the General Meeting. A notice convening a General Meeting,
to be held at the offices of Cavendish Financial Plc, 1 Bartholomew Close,
London EC1A 7BL, at 11:00 a.m. on 8 November 2024, will be set out at the end
of the Circular.
As will be set out in the Notice of General Meeting:
- Resolution 1 is an ordinary resolution to authorise the
Directors under section 551 of the Act to allot the Conditional Placing
Shares, the Conditonal Subscription Shares, the Conversion Shares and the
Retail Offer Shares pursuant to the Fundraising; and
- Resolution 2 is a special resolution to authorise the Directors
under section 570 of the Act to allot the Conditional Placing Shares, the
Conditional Subscription Shares, the Conversion Shares and the Retail Offer
Shares for cash on a non-pre-emptive basis.
The authorisation and power sought under the Resolutions will expire at the
conclusion of the 2025 AGM. 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. Resolution 2 will be proposed
as a special resolution. For a special resolution to be passed, at least three
quarters of the votes cast must be in favour of the resolution.
The Directors do not, at present, intend to issue any share capital other than
in connection with the Fundraising and the Debt Restructuring.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1)
IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU)
2017/1129 AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") ("EU
QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS
IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF,
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or indirectly, in or
into the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. No public offering of the Placing Shares is being made in the United
States. The Placing is being made solely outside the United States to persons
in offshore transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S. Persons receiving
this Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in connection
with the Placing.
This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
Restricted Jurisdiction (as defined below). This announcement and the
information contained herein are not for publication or distribution, directly
or indirectly, to persons in a Restricted Jurisdiction unless permitted
pursuant to an exemption under the relevant local law or regulation in any
such jurisdiction. No action has been taken by the Company, Cavendish, Zeus
or Joint Broker Affiliates or Company Affiliates (as defined below) that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such Placing Shares
in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation and the EU Prospectus Regulation from the
requirement to produce a prospectus. The Placing Shares have not been approved
or disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan, or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction outside the United Kingdom
where such action would be unlawful (a "Restricted Jurisdiction").
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the existing
ordinary shares in the capital of the Company have been bought or sold in the
past cannot be relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
Cavendish, which is authorised and regulated in the UK by the FCA, as
nominated adviser, joint broker and joint bookrunner, is acting exclusively
for the Company and no one else in relation to the Fundraising. Cavendish is
not acting for, and will not be responsible to, any person other than the
Company for providing the protections afforded to clients of Cavendish or for
advising any other person on the contents of this document or any transaction
or arrangement referred to herein. The responsibility of Cavendish as
nominated adviser under the AIM Rules for Nominated Advisers is owed solely to
the London Stock Exchange and not to the Company or its Directors or any other
person. Cavendish has not authorised the contents of this document and, apart
from the responsibilities and liabilities, if any, which may be imported on
Cavendish by FSMA or the regulatory regime established thereunder, no
liability is accepted by Cavendish for the accuracy of any information or
opinions contained in or for the omission of any information from this
document, for which the Company and the Directors are solely responsible.
Zeus, which is authorised and regulated in the UK by the FCA, as joint broker
and joint bookrunner, is acting exclusively for the Company and no one else in
relation to the Fundraising. Zeus is not acting for, and will not be
responsible to, any person other than the Company for providing the
protections afforded to clients of Zeus or for advising any other person on
the contents of this document or any transaction or arrangement referred to
herein. Zeus has not authorised the contents of this document and, apart from
the responsibilities and liabilities, if any, which may be imported on Zeus by
FSMA or the regulatory regime established thereunder, no liability is accepted
by Zeus for the accuracy of any information or opinions contained in or for
the omission of any information from this document, for which the Company and
the Directors are solely responsible.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by the Joint Brokers. By making or
accepting an oral and/or written legally binding offer to subscribe for
Placing Shares, each Placee is deemed to have read and understood this
Announcement in its entirety (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES. THE PRICE
OF SHARES AND ANY INCOME EXPECTED FROM THEM MAY GO DOWN AS WELL AS UP AND
PLACEES MAY NOT GET BACK THE FULL AMOUNT INVESTED UPON DISPOSAL OF THE SHARES.
PAST PERFORMANCE IS NO GUIDE TO FUTURE PERFORMANCE.
Details of the Placing and the Placing Shares
The Company has today entered into the placing agreement with Cavendish and
Zeus (the "Placing Agreement"). Pursuant to the Placing Agreement, the Joint
Brokers have, subject to the terms and conditions set out therein, each agreed
to use reasonable endeavours, as agent of the Company, to procure subscribers
for the Placing Shares pursuant to the bookbuilding process described in this
Announcement and as set out in the Placing Agreement ("Bookbuilding Process").
The Placing will comprise the Firm Placing and the Conditional Placing. The
Conditional Placing is conditional on the passing of the Resolutions. The Firm
Placing Shares are being placed pursuant to existing authorities granted to
the Directors while the Conditional Placing Shares are being placed
conditional, inter alia, on the passing of the Resolutions at the General
Meeting.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of
association of the Company (the "Articles"), be credited as fully paid and
rank pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company then in issue, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the ordinary shares of the Company after the date of Admission.
The Placing Shares will be issued free of any encumbrance, lien or other
security interest.
The Firm Placing may complete if the Conditional Placing does not, whether by
reason of a failure to obtain shareholder approval or non-satisfaction of the
other conditions. The Placing is not conditional upon the Subscription or the
Retail Offer.
Subject to the discretion of the Company and the Joint Brokers to elect
otherwise, the Firm Placing Shares and the Conditional Placing Shares will be
allocated proportionately with the same investors. An investor allocated Firm
Placing Shares will be conditionally allocated an equivalent proportion of
Conditional Placing Shares.
Applications for admission to trading on AIM
Application will be made to the London Stock Exchange for (i) admission of the
Firm Placing Shares and Firm Subscription Shares to trading on AIM ("First
Admission") and (ii) admission of the Conditional Placing Shares, Conditional
Subscription Shares, Conversion Shares and the Retail Offer Shares to trading
on AIM ("Second Admission" and together with First Admission, "Admission"). It
is expected that the First Admission will become effective at or around 8.00
a.m. on 23 October 2024 or such later time and date (being not later than 8.00
a.m. on 25 November 2024) and, subject to the passing of the Resolutions, the
Second Admission will become effective at or around 8.00 a.m. on 11 November
2024 or such later time and date (being not later than 8.00 a.m. on 25
November 2024 ) in each case as the Joint Brokers and the Company may agree.
Admission is conditional, inter alia, upon the Placing Agreement not having
been terminated and becoming unconditional in respect of the Placing Shares.
The placing of the Firm Placing Shares, the issue of the Subscription Shares
and First Admission are not conditional on the issue of the Retail Offer
Shares or the Conditional Placing Shares or Second Admission. The Placing is
not conditional upon the Subscriptions or the Retail Offer.
Bookbuilding Process
Commencing today, the Joint Brokers will be conducting the
Bookbuilding Process to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. However, the Joint Brokers
will be entitled to effect the Placing by such alternative method to the
Bookbuilding Process as they may, after consultation with the Company,
determine. No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by the Joint
Brokers. The Joint Brokers and their Joint Broker Affiliates are entitled to
participate as Placees in the Bookbuilding Process. Each Joint Broker is
arranging the Placing severally, and not jointly nor jointly and severally, as
agent of the Company.
The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than midday a.m. on 18 October 2024, but may be closed at
such earlier or later time as the Joint Brokers may, in their absolute
discretion (after consultation with the Company), determine. The announcement
containing the results of the accelerated bookbuild will be released following
the close of the Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will be legally binding on the Placee on behalf of which it
is made and, except with the relevant Joint Broker's consent, will not be
capable of variation or revocation after the close of the Bookbuilding
Process.
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at either
Cavendish or Zeus. Each bid should either state the number of Placing Shares
which the prospective Placee wishes to subscribe for or a fixed monetary
amount at, in either case, the Issue Price. If successful, the relevant Joint
Broker will re-contact and confirm orally to Placees following the close of
the Bookbuilding Process the size of their respective allocations and a trade
confirmation will be despatched as soon as possible thereafter. A Joint
Broker's oral confirmation of the size of allocations will constitute an
irrevocable legally binding agreement in favour of the Company and the
relevant Joint Broker pursuant to which each such Placee will be required to
accept the number of Placing Shares allocated to the Placee at the Issue Price
on the terms and subject to the conditions set out herein and in accordance
with the Articles. Each Placee's allocation and commitment will be evidenced
by a trade confirmation issued to such Placee by a Joint Broker. The terms of
this Appendix will be deemed incorporated in that trade confirmation.
The Joint Brokers will, in effecting the Placing, agree with the Company the
identity of the Placees and the basis of allocation of the Placing Shares
(including, but not limited to, whether such Placing Shares are Firm Placing
Shares or Conditional Placing Shares) and may scale down any participation for
this purpose on such basis as they may determine and allocate Placing Shares
as Firm Placing Shares or Conditional Placing Shares at their discretion. The
Joint Brokers reserve the right to scale back the number of Placing Shares to
be subscribed by any Placee in the event that the Placing is
oversubscribed. The Joint Brokers also reserve the right not to accept offers
to subscribe for Placing Shares or to accept such offers in part rather than
in whole. The acceptance and, if applicable, scaling back of offers shall be
at the absolute discretion of the Joint Brokers and the Company.
Each Placee's obligations will be owed to the Company and to the Joint
Brokers. Following the oral confirmation referred to above, each Placee will
also have an immediate, separate, irrevocable and binding obligation, owed to
the Company and the relevant Joint Broker, as agent of the Company, to pay to
(or as a Joint Broker may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares allocated to such
Placee.
To the fullest extent permissible by law, none of the Joint Brokers, nor any
of their respective holding companies, any subsidiary, any subsidiary of any
such holding company, any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and employees
(each an "Joint Broker Affiliate") nor any person acting on their behalf shall
have any liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise). In particular, neither Joint Broker, any Joint
Broker Affiliate nor any person acting on their behalf shall have any
liability (including, to the extent legally permissible, any fiduciary
duties), in respect of its conduct of the Bookbuilding Process or of such
alternative method of effecting the Placing as the Joint Brokers may
determine.
All times and dates in this Announcement may be subject to amendment. A Joint
Broker shall notify the Placees and any person acting on behalf of the Placees
of any changes.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of the UK Prospectus Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"),
(b) investors who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II") (the "UK Target Market
Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive
EU 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment" and, together with the UK Target Market
Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions to
the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessments, the Joint Brokers will only procure investors who meet the
criteria of professional clients or eligible counterparties.
For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of COBS
(for the purposes of the UK Target Market Assessment) or MiFID II (for the
purposes of the EU Target Market Assessment); or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons who are invited to and who choose to participate in the Placing, by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety and to be
making such offer to acquire Placing Shares on the terms and conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings contained in this Appendix.
All obligations of the Joint Brokers under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement including
without limitation those referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of each of the Joint Brokers under the Placing Agreement are,
and the Firm Placing is, conditional, amongst other things, on:
1. the fulfilment by the Company of its
obligations under the Placing Agreement to the extent that they fall to be
performed prior to Admission;
2. the authorities given to the Joint Brokers
remaining in full force and effect;
3. none of the warranties or undertakings given
in the Placing Agreement being or having become untrue, inaccurate or
misleading at any time before First Admission, and no fact or circumstance
having arisen which would constitute a breach of any of the Warranties or
undertakings given in the Placing Agreement;
4. there having been no material adverse change
prior to First Admission;
5. the Placing Agreement not having been
terminated prior to First Admission;
6. the execution by the Company and the Joint
Brokers of the placing supplement setting out the final number of Placing
Shares to be issued at the Issue Price pursuant to the Placing and the
allocation of such Placing Shares to Placees by no later than 5.00 p.m. on 18
October 2024 (or such other time and/or date as the Company and the Joint
Brokers may agree);
7. First Admission occurring by not later than
8.00 a.m. on 23 October 2024 (or such later date as the Company and the Joint
Brokers may agree, in any event being not later than 8.00 a.m. on 25 November
2024); and
8. the delivery by the Company of certain
customary documents to the Joint Brokers as required under the terms of the
Placing Agreement,
together the "Firm Placing Conditions"
The obligations of each of the Joint Brokers under the Placing Agreement are,
and the Conditional Placing is, conditional, amongst other things, on:
1. First Admission having occurred;
2. the fulfilment by the Company of its
obligations under the Placing Agreement to the extent that they fall to be
performed prior to Second Admission;
3. the posting of the Circular by the Company by
no later than 22 October 2024 (or such later date as the Company and the Joint
Brokers may agree);
4. the passing of the Resolutions at the General
Meeting;
5. the authorities given to the Joint Brokers
remaining in full force and effect;
6. none of the warranties or undertakings given
in the Placing Agreement being or having become untrue, inaccurate or
misleading at any time before Second Admission, and no fact or circumstance
having arisen which would constitute a breach of any of the warranties or
undertakings given in the Placing Agreement;
7. there having been no material adverse change
prior to Second Admission;
8. the Placing Agreement not having been
terminated prior to Second Admission;
9. Second Admission occurring by not later than
8.00 a.m. on 11 November 2024 (or such later date as the Company and the Joint
Brokers may agree, in any event being not later than 8.00 a.m. on 25 November
2024);
10. the delivery by the Company of certain customary
documents to the Joint Brokers as required under the terms of the Placing
Agreement,
together the "Conditional Placing Conditions" and together with the "Firm
Placing Conditions", the "Conditions".
If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Joint Brokers), or (b) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a Placee in
respect thereof. Neither Joint Broker, Joint Broker Affiliate, the Company,
any nor any holding company of the Company, any subsidiary of the Company, any
subsidiary of any such holding company, any branch, affiliate or associated
undertaking of any such company nor any of their respective directors,
officers and employees (each a "Company Affiliate") shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that the Joint Broker's
rights and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".
Right to terminate under the Placing Agreement
Either of the Joint Brokers may, at any time before either Admission and in
its absolute discretion, terminate the Placing Agreement with immediate effect
if, amongst other things:
1. any of the warranties given under the Placing
Agreement were not true or accurate, or were misleading in any respect which
is material: (a) when given or deemed given; or (b) at any time if they were
to be repeated or deemed repeated (by reference to the facts and circumstances
in each case then existing) would no longer be true and accurate, or would be
misleading;
2. the Company has failed to comply with its
obligations under the Placing Agreement, the Companies Act, the FSMA, the AIM
Rules or other applicable law in any respect which is material;
3. any statement contained in certain documents
used in connection with the Fundraising has become or been discovered to be
untrue, inaccurate or misleading in any respect which is material;
4. there shall have been, occurred, happened or
come into effect any event or omission which (in the opinion of the Joint
Brokers, acting reasonably) materially and adversely affects or might
reasonably be expected to (in the opinion of the Joint Brokers, acting
reasonably) materially and adversely affect the financial position and/or
prospects of the Group, or which in the opinion of the Joint Brokers, is or
will be or may be prejudicial to the Company or to the Fundraising or to the
subscription for the Placing Shares by Placees; or
5. there shall have occurred any change in
national or international financial, monetary, economic, political,
environmental, or stock market conditions which, in the opinion of either
Joint Brokers (acting reasonably) will, is or is likely to be, prejudicial to
the Group or to the Fundraising or to the subscription for the Placing Shares
by Placees; or
6. the appointment of either Joint Broker as
agent of the Company is terminated for any reason; or
7. the Group's situation is such that Admission
may, in the opinion of either Joint Broker, be detrimental to the ordinary
operation or reputation of AIM.
The placing of the Firm Placing Shares and First Admission is not conditional
on the issue of the Conditional Placing Shares or Second Admission.
Consequently if, following the issue of and admission to trading on AIM of the
Firm Placing Shares, the Conditional Placing Conditions are not satisfied, or
the Placing Agreement is terminated in accordance with its terms in so far as
it relates to the Conditional Placing, the Conditional Placing Shares will not
be issued and the Company will not receive the related placing monies in
respect of such Conditional Placing Shares.
By participating in the Placing, each Placee agrees with the Joint Brokers
that the exercise by a Joint Brokers of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of either Joint Broker and that either Joint Broker need not make any
reference to the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, neither Joint Broker, any Joint Broker
Affiliate nor any Company Affiliate shall have any liability whatsoever to
the Placees in connection with any such exercise or failure to so exercise.
No Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No offering document or
prospectus has been or will be prepared in relation to the Placing and no such
prospectus is required (in accordance with the EU Prospectus Regulation or the
UK Prospectus Regulation) to be published or submitted to be approved by the
FCA and Placees' commitments will be made solely on the basis of the
information contained in this Announcement. In the United Kingdom, this
Announcement is being directed solely at and distributed and communicated
solely to persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not apply.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to the Joint Brokers and the Company that it has neither
received nor relied on any information, representation, warranty or statement
made by or on behalf of either of the Joint Brokers (other than the amount of
the relevant Placing participation in the oral confirmation given to Placees
and the trade confirmation referred to below), any Joint Broker Affiliate, any
persons acting on its or their behalf or the Company or any Joint Broker
Affiliate and neither Joint Broker, any Joint Broker Affiliate, any persons
acting on their behalf, the Company, any Company Affiliate nor any persons
acting on their behalf will be liable for the decision of any Placee to
participate in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges to and agrees with the
Joint Brokers for itself and as agent for the Company that, except in
relation to the information contained in this Announcement, it has relied on
its own investigation of the business, financial or other position of the
Company in deciding whether to participate in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the DVP mechanism, subject to certain
exceptions. Each of the Joint Brokers reserve the right to require settlement
for and delivery of the Placing Shares to Placees by such other means as they
may deem necessary, including, without limitation, if delivery or settlement
is not possible or practicable within the CREST system within the timetable
set out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
The expected timetable for settlement in relation to each Admission will be as
follows:
First Admission Second Admission
Trade Date 21 October 2024 Trade Date 7 November 2024
Settlement Date 23 October 2024 Settlement Date 11 November 2024
ISIN Code GB00BYQ94H38 ISIN Code GB00BYQ94H38
SEDOL BYQ94H3 SEDOL BYQ94H3
CREST ID for Cavendish 601/KLCLT CREST ID for Cavendish 601/KLCLT
CREST ID for Zeus 601/XCCLT CREST ID for Zeus 601/XCCLT
Each Placee allocated Placing Shares in the Placing will be sent either a
contract note or a trade confirmation stating the number of Placing Shares
allocated to it, the Issue Price, the aggregate amount owed by such Placee to
the relevant Joint Broker and settlement instructions. Placees should settle
against the applicable Cavendish CREST ID or Zeus CREST ID shown above. It is
expected that such trade confirmation will be despatched on the expected trade
date shown above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which it has in place
with the relevant Joint Broker.
It is expected that settlement will take place on the Settlement Date shown
above on a DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by Cavendish or Zeus.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
prevailing Sterling Overnight Index Average (SONIA) as determined by either of
the Joint Brokers.
Each Placee is deemed to agree that if it does not comply with these
obligations, either of the Joint Brokers may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain from the
proceeds, for their own account and profit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The Placee will, however,
remain liable for any shortfall below the aggregate amount owed by such Placee
and it may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither Joint Broker nor the Company shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and terms
By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) represents, warrants,
undertakes, acknowledges, understands and agrees (for itself and for any such
prospective Placee) in favour of each of the Joint Brokers and the Company
that (save where the relevant Joint Broker expressly agrees in writing to the
contrary):
1. it has read and understood this Announcement
in its entirety (including this Appendix) and acknowledges that its
participation in the Placing and the issue of the Placing Shares will be
governed by the terms of this Announcement (including this Appendix);
2. no prospectus or offering document has been
or will be prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in connection with
the Bookbuilding Process, the Placing or the Placing Shares or is required
under the EU Prospectus Regulation or the UK Prospectus Regulation;
3. to indemnify on an after-tax basis and hold
harmless each of the Company, the Joint Brokers, Joint Broker Affiliates and
Company Affiliates and any person acting on their behalf from any and all
costs, losses, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Announcement and further agrees that the provisions of this Announcement
shall survive after completion of the Placing;
4. the Placing Shares will be admitted to AIM
and the Company is therefore required to publish and has published certain
business and financial information in accordance with the AIM Rules and the
UK version of the Market Abuse Regulation (EU 596/2014) which forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and
other applicable laws and regulations (the "Exchange Information"), which
includes the Company's announcements and circulars published in the past 12
months, and that the Placee is able to obtain or access this Exchange
Information without undue difficulty and is aware of and has reviewed the
contents of the Exchange Information;
5. none of either Joint Broker, any Joint Broker
Affiliate or any person acting on their behalf has provided, and will not
provide, it with any material or information regarding the Placing Shares or
the Company; nor has it requested either Joint Broker, nor any Joint Broker
Affiliate nor any person acting on their behalf to provide it with any such
material or information;
6. (i) neither of the Joint Brokers or any Joint
Broker Affiliate or any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of either Joint Broker and that Joint Broker does not have any duties
or responsibilities to it (or any person acting on behalf of a Placee) for
providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings, agreements 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, and (ii) neither it nor, as the case may be, its
clients expect either Joint Broker to have any duties or responsibilities to
it similar or comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook
of Rules and Guidance, and that the Joint Brokers are not acting for it or its
clients, and that the Joint Brokers will not be responsible to any person
other than the Company for providing protections afforded to its clients;
7. the content of this Announcement is
exclusively the responsibility of the Company and that neither Joint Broker,
nor any Joint Broker Affiliate nor any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in this
Announcement or any information previously published by or on behalf of the
Company. Neither Joint Broker, nor any Joint Broker Affiliate nor any person
acting on their behalf will be liable for any Placee's decision to participate
in the Placing based on any information, representation or statement contained
in this Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to rely and on
which such Placee has relied in committing to subscribe for the Placing Shares
is contained in this Announcement, such information being all that it deems
necessary to make an investment decision in respect of the Placing Shares, and
that it has relied on its own investigation with respect to the Placing Shares
and the Company in connection with its decision to subscribe for the Placing
Shares and acknowledges that it is not relying on any other information
whatsoever and in particular it is not relying on any investigation that
either Joint Broker, any Joint Broker Affiliate or any person acting on their
behalf may have conducted with respect to the Placing Shares or the Company
and none of such persons has made any representations to it, express or
implied, with respect thereto;
8. it has knowledge and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of this nature
and 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 had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing Shares,
including all tax, legal and other economic considerations and has relied upon
its own examination of, and due diligence on, the Company, and the terms of
the Placing, including the merits and risks involved;
9. unless paragraph 10 applies, it has neither
received nor relied on any inside information for the purposes of UK MAR and
section 56 of the Criminal Justice Act 1993 (the "CJA") in relation to the
Company or its participation in the Placing;
10. if it has received any inside information (for
the purpose of UK MAR and section 56 of the CJA) in relation to the Company
and its securities in advance of the Placing, it has consented to receive
inside information for the purposes of UK MAR and the CJA and it acknowledges
that it was an insider or a person who has received a market sounding for the
purpose of such legislation and it confirms that it has not: (a) dealt (or
attempted to deal) in the securities of the Company (or cancelled or amended
an order in relation thereto); (b) encouraged, recommended or induced another
person to deal in the securities of the Company (or to cancel or amend an
order in relation thereto); and (c) unlawfully disclosed inside information to
any person, in each case, prior to the information being made publicly
available;
11. it is not entitled to rely on any information
(including, without limitation, any information contained in any management
presentation given in relation to the Placing) other than that contained in
this Announcement (including this Appendix) and any Exchange Information and
represents and warrants that it has not relied on any representations relating
to the Placing, the Placing Shares or the Company other than the information
contained in this Announcement or in any Exchange Information;
12. it has not relied on any information relating to
the Company contained in any research reports prepared by either of the Joint
Brokers or any Joint Broker Affiliate or any person acting on their behalf and
understands that (i) neither Joint Broker, nor any Joint Broker Affiliate nor
any person acting on their behalf has or shall have any liability for any
public information relating to the Company; (ii) neither Joint Broker, nor any
Joint Broker Affiliate, nor any person acting on their behalf has or shall
have any liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) neither Joint Broker, nor any Joint
Broker Affiliate, nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
13. it: (i) is entitled to acquire the Placing
Shares for which it is subscribing under the laws and regulations of all
relevant jurisdictions which apply to it; (ii) has fully observed such laws
and regulations and obtained all such governmental and other guarantees and
other 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) which may be
required or necessary in connection with its subscription for Placing Shares
and its participation in the Placing and has complied with all other necessary
formalities in connection therewith; (iii) has all necessary capacity and
authority to commit to participation in the Placing and to perform its
obligations in relation thereto and will honour such obligations; (iv) has
paid any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the Placing in any
territory; and (v) has not taken any action which will or may result in the
Company, either Joint Broker or any Joint Broker Affiliate or Company
Affiliate or any person acting on their behalf being in breach of the legal
and/or regulatory requirements of any territory in connection with the
Placing;
14. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
15. it understands that the Placing Shares have not
been and will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United States and
are not being offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act;
16. its acquisition of the Placing Shares has been
or will be made in an "offshore transaction" as defined in and pursuant to
Regulation S;
17. it will not offer or sell, directly or
indirectly, any of the Placing Shares in the United States except in
accordance with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act;
18. if it is a financial intermediary, as that term
is used in Article 5(1) of the UK Prospectus Regulation: (a) any Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in
the United Kingdom or to which the UK Prospectus Regulation otherwise applies
other than UK Qualified Investors or in circumstances in which the prior
consent of a Joint Broker has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the United
Kingdom other than UK Qualified Investors, the offer of those Placing Shares
to it is not treated under the UK Prospectus Regulation as having been made to
such persons;
19. if it is a financial intermediary, as that term
is used in Article 5(1) of the EU Prospectus Regulation: (i) the Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in
any member state of the EEA or to which the EU Prospectus Regulation otherwise
applies other than EU Qualified Investors or in circumstances in which the
prior consent of a Joint Broker has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than EU Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation as
having been made to such persons;
20. it has not offered or sold and will not offer or
sell any Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4) of the EU
Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation which do
not result in any requirement for the publication of a prospectus pursuant to
Article 3 of the EU Prospectus Regulation or Article 3 of the UK Prospectus
Regulation;
21. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which it is permitted to do so pursuant to section 21 of FSMA and agrees that
this Announcement has not been approved by either Joint Broker in their
capacity as an authorised person under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was made or
approved as financial promotion by an authorised person;
22. it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United Kingdom;
23. it has complied with its obligations: (i) under
the CJA and UK MAR; (ii) in connection with the laws of all relevant
jurisdictions which apply to it and it has complied, and will fully comply,
with all such laws (including where applicable, the Criminal Justice Act 1988,
the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017) and that it is
not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act 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 ((i), (ii), (a)
and (b), together, the "Regulations") and rules and guidance on anti-money
laundering produced by the Financial Conduct Authority ("FCA") and, if it is
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 is permitted to subscribe for Placing
Shares in accordance with the laws of all relevant jurisdictions which apply
to it and it has complied, and will fully comply, with all such laws
(including where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Terrorism Act 2006, the Counter-Terrorism Act 2008, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017);
24. if in the United Kingdom, (a) it is a person
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High
Net Worth Companies, Unincorporated Associations etc.") of the FPO and (c) it
is a UK Qualified Investor and (d) it is a person to whom this Announcement
may otherwise lawfully be communicated;
25. that its participation in the Placing does not
require prior approval of the FCA under the FCA 'controller regime' as set out
at section 178 of FSMA;
26. if it is within in a member state of the
European Economic Area, it is an EU Qualified Investor;
27. that, as far as it is aware it is not acting in
concert (within the meaning given in the City Code on Takeovers and Mergers
(the "City Code")) with any other person in relation to the Company that would
result in an offer being required to be made by it or any person with whom it
is acting in concert pursuant to Rule 9 of the City Code as a result of its
participation in the Placing;
28. it (and any person acting on its behalf) has the
funds to pay for the Placing Shares for which it has agreed to subscribe and
it will pay for the Placing Shares acquired by it in accordance with this
Announcement and with any trade confirmation sent by a Joint Broker (or on
their behalf) to it in respect of its allocation of Placing Shares and its
participation in the Placing on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as the Joint Brokers may, in
their absolute discretion, determine and it will remain liable 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;
29. neither Joint Broker, nor any Joint Broker
Affiliate nor any person acting on their behalf is making any recommendations
to it or advising it regarding the suitability or merits of any transaction it
may enter into in connection with the Placing, and acknowledges that neither
Joint Broker, nor any Joint Broker Affiliate nor any person acting on their
behalf has any duties or responsibilities to it for providing advice in
relation to the Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or for the
exercise or performance of any of the Joint Broker's rights and obligations
thereunder, including any right to waive or vary any condition or exercise any
termination right contained therein;
30. (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee or (b) the
Placee's nominee, as the case may be, (ii) neither Joint Broker nor the
Company will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement and (iii) the
Placee and any person acting on its behalf agrees to acquire the Placing
Shares on the basis that the Placing Shares will be allotted to the CREST
stock account of the relevant Joint Broker which will hold them as settlement
agent as nominee for the Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing Shares being
made simultaneously upon receipt of the Placing Shares in the Placee's stock
account on a delivery versus payment basis;
31. any agreements entered into by it pursuant to
these terms and conditions, and any non-contractual obligations arising out of
or in connection with such agreements, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the courts of England and Wales as regards any
claim, dispute or matter arising out of any such contract;
32. it irrevocably appoints any director of either
Joint Broker as its agent for the purposes of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing;
33. it is not a resident of any Restricted
Jurisdiction and acknowledges that the Placing Shares have not been and will
not be registered nor will a prospectus be cleared in respect of the Placing
Shares under the securities legislation of any Restricted Jurisdiction and,
subject to certain exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any Restricted
Jurisdiction;
34. any person who confirms to a Joint Broker on
behalf of a Placee an agreement to subscribe for Placing Shares and/or who
authorises that Joint Broker to notify the Placee's name to the Company's
registrar, has authority to do so on behalf of the Placee;
35. the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person for whom it
is contracting as agent) free of stamp duty and stamp duty reserve tax depends
on the settlement relating only to an acquisition by it and/or such person
direct from the Company of the Placing Shares in question. Such agreement
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such arrangements, or the
settlement related to other dealing in the Placing Shares, stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor either
Joint Broker will be responsible. If this is the case, the Placee should take
its own advice and notify the relevant Joint Broker accordingly;
36. 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;
37. when a Placee or any person acting on behalf of
the Placee is dealing with a Joint Broker, any money held in an account with
that Joint Broker 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. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated in accordance with
the client money rules and will be used by that Joint Broker in the course of
its business; and the Placee will rank only as a general creditor of that
Joint Broker (as the case may be);
38. in order to ensure compliance with the Criminal
Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism
Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017,
and, to the extent applicable, any related or similar rules, regulations of
any body having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA, the Joint Brokers (for themselves and as agent on
behalf of the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the provision to a
Joint Broker or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at that Joint Broker's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
the Joint Broker's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity, either Joint Broker (for themselves and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, the relevant Joint Broker and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from which they
were originally debited;
39. the Company, the Joint Brokers, and others will
rely upon the truth and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements;
40. the basis of allocation will be determined by
the Joint Brokers and the Company at their absolute discretion and that the
right is reserved to reject in whole or in part and/or scale back any
participation in the Placing;
41. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
42. irrevocably authorises the Company and the Joint
Brokers to produce this Announcement pursuant to, in connection with, or a may
be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
43. its commitment to subscribe for Placing Shares
on the terms set out herein will continue notwithstanding any amendment that
may in future be made to the terms of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained with
respect to the Company's conduct of the Placing;
44. time is of the essence as regards its
obligations under this Appendix;
45. any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to the Joint Brokers;
46. it will be bound by the terms of the Articles;
47. these terms and conditions in this Appendix and
all documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares pursuant to
the Placing will be governed by and construed in accordance with the laws of
England and Wales and it submits to the exclusive jurisdiction of the courts
of England and Wales in relation to any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Joint Brokers 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;
48. it is acting as principal only in respect of the
Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and it has full
power and authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf of each
such accounts; and
49. its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it in any
circumstances.
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and the Joint Brokers (for
their own benefit and, where relevant, the benefit of any Joint Broker
Affiliate or Company Affiliate and any person acting on their behalf) and are
irrevocable.
No claim shall be made against the Company, the Joint Brokers, any Joint
Broker Affiliate, any Company Affiliate, or any other person acting on behalf
of any of such persons by a Placee to recover any damage, cost, loss, charge
or expense which it may suffer or incur by reason of or arising from or in
connection with the performance of its obligations hereunder or otherwise
howsoever in connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor either Joint
Broker will be responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing as an agent
or nominee) the allocation, allotment, issue or delivery of Placing Shares has
given rise to such stamp duty or stamp duty reserve tax undertakes to pay such
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and each Joint Broker in the
event that any of the Company or any Company Affiliate or a Joint Broker or
any Joint Broker Affiliate has incurred any such liability to stamp duty or
stamp duty reserve tax.
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.
All times and dates in this Announcement may be subject to amendment. The
Joint Brokers shall notify the Placees and any person acting on behalf of the
Placees of any such changes.
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.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
the Joint Brokers do not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.
The Joint Brokers, which are authorised and regulated in the United Kingdom by
the FCA, is acting for the Company and for no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing or Admission and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of the Joint Brokers or for affording advice
in relation to the Placing or Admission, or any other matters referred to
herein.
Each Placee and any person acting on behalf of a Placee acknowledges and
agrees that the Joint Brokers or any Joint Broker Affiliate may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
The rights and remedies of the Joint Brokers and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to Cavendish or Zeus
and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned; and
3. such other "know your client" information as
Cavendish or Zeus may reasonably request.
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.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence"
are to the lawful currency of the UK;
"Admission" means First Admission and Second Admission;
"AIM" means the market of that name operated by the London Stock Exchange;
"Announcement" means this announcement including, but not limited to, the
Appendix and the information contained therein;
"Appendix" means the appendix to this Announcement;
"Cavendish" means Cavendish Capital Markets Limited, a company incorporated in
England and Wales with registered number 06198898 whose registered office is
at 1 Bartholomew Close, London EC1A 7BL;
"Company" means Oncimmune Holdings PLC, a company incorporated in England and
Wales with registered number 09818395 whose registered office is at 1 Park
Row, Leeds LS1 5AB;
"Conditional Placees" means the investors procured by the Joint Brokers to
subscribe for Conditional Placing Shares;
"Conditional Placing" means the placing of the Conditional Placing Shares at
the Issue Price with the Conditional Placees pursuant to the terms set out in
the Placing Agreement and in accordance with the placing terms set out in this
Appendix;
"Conditional Placing Shares" means the new Ordinary Shares to be issued and
allotted to Conditional Placees pursuant to the Conditional Placing, subject
to the passing of the Resolutions at the General Meeting;
"Conversion Shares" means the new Ordinary Shares proposed to be issued to
IPF, in connection with the conversion of approximately €4.0 million
principal of the Company's outstanding debt facility into equity, at the Issue
Price;
"Enlarged Share Capital" means the issued share capital of the Company
immediately following Second Admission;
"FCA" means the UK Financial Conduct Authority;
"Firm Placees" means the investors procured by the Joint Brokers to subscribe
for Firm Placing Shares;
"Firm Placing" means the placing of the Firm Placing Shares at the Issue Price
with the Firm Placees pursuant to the terms set out in the Placing Agreement
and in accordance with the placing terms set out in this Appendix;
"Firm Placing Shares" means the new Ordinary Shares to be issued and allotted
to Firm Placees pursuant to the Firm Placing;
"First Admission" means admission of the Firm Placing Shares and the
Subscription Shares to trading on AIM becoming effective in accordance with
Rule 6 of the AIM Rules;
"Fundraising" means the Placing, Subscription and Retail Offer;
"FSMA" means the Financial Services and Markets Act 2000 (as may be amended
from time to time);
"Intermediaries" means any financial intermediary that is appointed by
Cavendish in connection with the Retail Offer and "Intermediary" shall mean
any one of them;
"Issue Price" means 15 pence per Placing Share;
"Joint Brokers" means each of Cavendish and Zeus;
"London Stock Exchange" means London Stock Exchange plc;
"New Ordinary Shares" means together the Placing Shares, Subscription Shares,
Conversion Shares and Retail Offer Shares;
"Ordinary Shares" means ordinary shares of 1 penny each in the capital of the
Company;
"Placees" means subscribers for the Placing Shares;
"Placing" means the Firm Placing and the Conditional Placing;
"Placing Agreement" means the agreement dated 18 October 2024 and entered into
between the Joint Brokers and the Company relating to the Placing;
"Placing Shares" means the Firm Placing Shares and the Conditional Placing
Shares;
"Resolutions" means the resolutions to be proposed at the General Meeting of
the Company to be held on 8 November 2024 contained in the notice of general
meeting set out at the end of the circular to be published by the Company in
relation to the Fundraising;
"Retail Investors" means new and existing retail shareholders of the Company
who are resident in the United Kingdom and are a customer of an Intermediary
who agree conditionally to subscribe for Retail Shares;
"Retail Offer" means the offer of Retail Offer Shares to Retail Investors,
through Intermediaries on the BookBuild Platform, on the terms of the retail
offer announcement which is expected to be released by the Company shortly
following the release of this Announcement;
"Retail Offer Shares" means the Ordinary Shares to be issued by the Company
under the terms of the Retail Offer;
"Second Admission" means admission of the Conditional Placing Shares, the
Conditional Subscription Shares, the Conversion Shares and the Retail Offer
Shares to trading on AIM becoming effective in accordance with Rule 6 of the
AIM Rules;
"Subscribers" means those persons who subscribe for Subscription Shares;
"Subscription" means the subscription by the Subscribers for the Subscription
Shares as described in this Announcement;
"Subscription Shares" the minimum of 1,833,333 new Ordinary Shares to be
issued pursuant to the Subscription;
"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland;
"US" means the United States of America, its territories and possessions, any
state of the United States, and the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof; and
"Zeus" means Zeus Capital Limited, a company incorporated in England and Wales
with registered number 04417845 whose registered office is at 82 King Street,
Manchester M2 4WQ.
1 Clinicaltrials.gov
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