REG - Ondine Biomedical - Ondine announces proposed fundraising
03/05/2024 08:00
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RNS Number : 1558N Ondine Biomedical Inc. 03 May 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW
ZEALAND, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
IS OR WOULD BE PROHIBITED.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, ADVERTISING, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ONDINE BIOMEDICAL INC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF ONDINE BIOMEDICAL INC.
NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN BY ONDINE BIOMEDICAL INC. WHICH
WOULD PERMIT A PUBLIC OFFERING OF SHARES IN ONDINE BIOMEDICAL INC. OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER MATERIAL IN CONNECTION
THEREWITH IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, IF YOU WISH
TO PARTICIPATE IN THE PLACING YOU SHOULD READ AND UNDERSTAND THE INFORMATION
PROVIDED IN THE APPENDICES. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE
PART IN THE PLACING.
This Announcement contains inside information for the purposes of Article 7
of the Market Abuse Regulation No. 596/2014 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the
publication of this Announcement, this inside information is now considered to
be in the public domain.
This Announcement assumes a £ : C$ exchange rate of 1 : 1.71690 and a
£ : US$ exchange rate of 1 : 1.25155 as at 16:30 (GMT) on 1 May 2024.
3 May 2024
Ondine Biomedical Inc.
("Ondine" or the "Company")
Ondine announces proposed fundraising
Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, announces
a proposed fundraising to raise not less than c.£3 million (C$5.15 million)
from primarily existing shareholders. The fundraising is being implemented by
way of a proposed placing (the "Placing") and a subscription (the
"Subscription") (together, the "Fundraising"). The Fundraising involves the
issuance of common shares without par value in the capital of the Company
("New Common Shares") at the price of 7 pence per New Common Share (the "Issue
Price"). In addition, the Company intends to offer each participant the
opportunity to subscribe for warrants (the "Warrants") which will be
exercisable into Common Shares.
Certain employees and the majority of the Company's Directors (together the
"Participating Directors") intend to participate in the Subscription for a
total of c.£0.29 million (C$0.49 million) in gross proceeds forming part of
the Fundraising, with such Subscription being conducted in accordance with
applicable Canadian prospectus exemptions.
The net proceeds of the Fundraising will be used for general working capital,
US Phase 3 Clinical Trial readiness and start-up preparation, and to support
the Company's rapid sales growth of its Steriwave® nasal decolonisation
therapy, a product that has been shown to reduce post-surgical hospital
infection rates by over 50% without generating antimicrobial resistance
("AMR").
· The firm indications received in respect of Fundraising
participations, as at the time of this announcement, are expected to result in
a total new issuance of not less than 43,392,671 New Common Shares,
representing approximately 16.2 per cent of the existing issued share capital
of the Company excluding any Common Shares which may be issued pursuant to the
Warrants.
· The Issue Price represents a premium of approximately 36.6 per
cent to the closing mid-market price on 2 May 2024, being the day prior to
this announcement.
· The net proceeds of the Fundraising will provide general working
capital, including in support of Phase 3 Clinical Trial readiness and start-up
preparation and the Company's accelerating commercialisation momentum focused
on where Steriwave is already approved. As previously announced, the Company
will also seek opportunities to develop licensing revenue geographically and
by therapy area.
· The Fundraising is being concluded in advance of the Company
seeking further, separate funding including from strategic partners and
non-dilutive funding sources for executing the clinical trial and its FDA
submission for US market approval, as well as additional capital to support
capacity expansion, inventory build-up and increased sales and marketing
activities associated with a US launch in due course and continuing
commercialisation as above.
· Excluding the Phase 3 clinical trial execution and related costs
which are subject to further funding, the net proceeds of the Fundraising and
strategic cost management will provide runway for the Company through to at
least mid Q3 2024. This may be further extended through the issue of further
New Common Shares in connection with future fundraisings, and/or the
attainment of a higher value of commercial sales than is currently forecast.
· As stated in the Company's "Corporate and Trading Update"
(file:///C:/Users/gxt/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/GI43MYU3/%5binsert%20hperlink%20to%20eg%20LSE%20source%5d)
announcement of 24 April 2024, the Company is progressing discussions on
distribution collaborations with potential partners, which Ondine's management
believes have the potential to generate earlier income for Ondine in the form
of time-based territorial license payments and to accelerate sales and income
generation for the Company through faster market penetration and greater
geographical reach. While these discussions continue to be constructive, there
is no certainty that a distribution agreement will materialise from any of
these discussions nor as to the timing for any definitive agreement to be
reached.
· Discussions are underway with HCA Healthcare's investment arm,
Health Insight Capital, for its funding support of the key Phase 3 clinical
trial. The Company is confident in its ability to secure longer-term financing
to execute its growth opportunities. The Company has received an indication of
further support from its founder, CEO and substantial shareholder, Carolyn
Cross, to provide additional near-term funding to extend the Company's runway
should that be required prior to arranging funding for the Phase 3 clinical
trial and working capital.
· The final number and allocation of the Placing Shares will be
determined by Orana Corporate LLP and Singer Capital Markets in agreement with
the Company and the result of the Placing will be announced as soon as
practical after the release of this announcement.
· The planned issue of the New Common Shares pursuant to the
Fundraising will take place on a non-pre-emptive basis. The Fundraising is not
being underwritten.
· As part of the new issuance in association with the Fundraising,
the Company intends to offer each participant the opportunity to subscribe for
warrants which will be exercisable into Common Shares.
Carolyn Cross, CEO of Ondine, said:
"We are pleased to have the support of existing and new investors through
this fundraising which meets our near-term working capital needs and assists
our rapid commercial growth rate. This funding will take us forward
commercially and further our discussions with industry partners on our
clinical, financial, and global distribution objectives. We believe that our
product, Steriwave, is very well positioned to help hospitals meet their
infection control objectives, reduce their antibiotic usage and combat AMR in
what is expected to be a multibillion-dollar market. Our commercial efforts
are benefitting from the growing support for pre-surgical nasal decolonisation
by leading organisations, as well as our real-world clinical successes in
Canadian hospitals and adoption in other approved territories.
While we are currently focused on nasal decolonisation to prevent
healthcare-associated infections, Steriwave is just the first of seven major
market opportunities for our platform technology. In due course, pipeline
products targeting the treatment of burns, wounds, chronic sinusitis,
ventilator-associated pneumonia, and fungal infections will leverage our
regulatory filings and the clinical successes related to our nasal
decolonisation product."
Related Party Transactions
On 10 April 2024, substantial shareholder and CEO, Carolyn Cross, advanced a
payment of US$160,000 (equivalent to £127,841) to the Company (the "Director
Payment"), as a lead indication in the Fundraising. In consideration, Carolyn
Cross will be issued shares in the Subscription at the Issue Price on the same
terms as all other participants in the Fundraising.
On 26 April 2024, Robert Cross, the husband of Carolyn Cross and substantial
shareholder in the Company, advanced C$350,000 (equivalent to £203,856) to
the Company (the "Related Party Loan"). The Related Party Loan accrues no
interest, is unsecured and is expected to become repayable by mutual agreement
between the lender and the Company upon completion of a subsequent fundraising
or, at the sole discretion of the Company, may be repaid earlier.
Both the Director Payment and the Related Party Loan are deemed to constitute
related party transactions for the purposes of AIM Rule 13. The independent
directors, being all directors except for Carolyn Cross, consider, having
consulted with Singer Capital Markets, the Company's nominated adviser, that
the terms of the Director Payment and the Related Party Loan are fair and
reasonable insofar as shareholder are concerned.
Intended Participation by Participating Directors in the Subscription
Certain Directors of the Company have indicated their intention to subscribe
for, in aggregate, 4,079,981 Subscription Shares at the Issue Price, raising
gross proceeds of c.£0.29 million (C$0.49 million) for the Company. This
figure is inclusive of the Director Payment that was received by the Company
on 10 April 2024. The participating Directors will also be offered the
opportunity to subscribe for Warrants.
The participation in the Fundraising by the Participating Directors will be
effected by entry into Subscription Agreements between the relevant Director
and the Company. The participations in the Fundraising would, in aggregate,
constitute a related party transaction under Rule 13 of the AIM Rules. Further
disclosures will be made in a subsequent announcement in relation to these
dealings.
About the Placing and Subscription
Pursuant to the Subscription, the Company will privately offer New Common
Shares at the Issue Price ("Subscription Shares") to a limited number of
entities and individuals both within and outside of the United Kingdom, under
applicable regulatory exemptions as appropriate.
The Placing, offering New Common Shares at the same Issue Price as the
Subscription, is being undertaken by Orana Corporate LLP ("Orana") as Joint
Broker to the Placing and Singer Capital Markets Securities Limited ("SCM") as
Bookrunner, via an accelerated bookbuild process (the "Bookbuild"). The
Bookbuild will be launched immediately following the release of this
Announcement and is expected to close on 3 May 2024 (or such later time as may
be agreed between Orana Corporate LLP, Singer Capital Markets and the
Company). The Placing is subject to the terms and conditions set out in
Appendix I below.
The Placing, which is conditional upon, inter alia, Admission becoming
effective, the Placing Agreement (as defined below) becoming unconditional and
not being terminated, and the Subscription, is being carried out within the
Company's existing statutory authority to issue shares on a non pre-emptive
basis. The number of Placing Shares will be agreed by the Company in
conjunction with Orana Corporate LLP and Singer Capital Markets, and the
results of the Placing will be confirmed by a further announcement released as
soon as practicable thereafter. The timing of the closing of the Placing, the
results of the Placing announcement, final allocations and the total size of
the Placing shall be determined at the absolute discretion of the Company,
Orana Corporate LLP and Singer Capital Markets. The Placing is conditional
upon the Subscription.
Details of the Warrants
The Warrants will be issued on the basis of one Warrant for every two Placing
Share(s) or Subscription Share(s) purchased. Appropriate documentation will be
provided to investors following the closing of the Placing.
No fractional part of a Warrant will be issued and fractional entitlements
will be rounded down to the nearest whole number. Each Warrant will be subject
to terms and will give the holder the right, for the period of nine months
following the date of Admission, to subscribe for one new Common Share at an
exercise price of 15 pence. The Warrants will be unlisted, non-transferable
and issued in certificated form.
It is intended that the Warrants will be governed by the laws of British
Columbia.
Expected Timetable of Principal Events
2024
Announcement of the Fundraising 3 May
Announcement of Result of the Fundraising 3 May
Admission and commencement of dealings in the Placing Shares and Subscription 9 May
Shares
The Appendices set out further important information relating to the Bookbuild
and the terms and conditions of the Placing. This Announcement should be read
in its entirety. In particular, you should read and understand the information
provided in the "Important Notices" section of this Announcement.
This Announcement is made in accordance with the Company's obligations under
Article 17 of MAR and the persons responsible for arranging for the release of
this Announcement on behalf of Ondine are Carolyn Cross, Chief Executive
Officer and Nicolas Loebel, President and Chief Technical Officer of Ondine.
Enquiries:
Ondine Biomedical Inc.
Angelika Vance, Corporate Communications +001 604 838 2702
Singer Capital Markets (Nominated Adviser, Joint Broker and Bookrunner)
Aubrey Powell, Asha Chotai, Sam Butcher +44 (0)20 7496 3000
Orana Corporate LLP (Joint Broker to the Placing)
Sebastian Wykeham +33 6 7120 1513
RBC Capital Markets (Joint Broker)
Rupert Walford, Kathryn Deegan +44 (0)20 7653 4000
Vane Percy & Roberts (Media Contact) +44 (0)77 1000 5910
Simon Vane Percy, Amanda Bernard
About Ondine Biomedical Inc.
Ondine Biomedical Inc. is a Canadian life sciences company and leader
innovating light-activated antimicrobial therapies (also known as
'photodisinfection'). Ondine has a pipeline of investigational products, based
on its proprietary photodisinfection technology, in various stages of
development.
Ondine's nasal photodisinfection system has a CE mark in Europe and the UK and
is approved in Canada and several other countries under the name Steriwave®.
In the US, it has been granted Qualified Infectious Disease Product
designation and Fast Track status by the FDA and is currently undergoing
clinical trials for regulatory approval. Products beyond nasal
photodisinfection include therapies for a variety of medical indications such
as chronic sinusitis, ventilator-associated pneumonia, burns, and many other
indications.
IMPORTANT NOTICES
The information contained in this Announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy, fairness or
completeness.
No undertaking, representation, warranty or other assurance, express or
implied, is made or given by or on behalf of the Company or the Bookrunner or
any of their respective directors, officers, partners, employees, agents or
advisers or any other person as to the accuracy or completeness of the
information or opinions contained in this announcement and no responsibility
or liability is accepted by any of them for any such information or opinions
or for any errors, omissions or misstatements, negligence or otherwise in this
Announcement.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of applicable securities laws and regulations of other
jurisdictions.
THIS ANNOUNCEMENT, ANY COPY OF IT, AND THE INFORMATION (INCLUDING THE TERMS
AND CONDITIONS) CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR TRANSMISSION,
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT SECURITIES LAW OF SUCH JURISDICTION, INCLUDING THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY, DOES NOT PURPORT TO BE FULL OR COMPLETE AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States. The Placing Shares have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "US Securities Act") or with any securities regulatory
authority of any state or jurisdiction of the United States, and may not be
offered, sold or transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of securities in the United
States.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability and ability
to access capital and credit, a decline in the Company's credit ratings, the
effect of operational risks, and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in 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 UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; 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 Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of Article 9(8) of Commission Delegated Directive
2017/593 (the "Delegated Directive") regarding the responsibilities of
Manufacturers under the Product Governance requirements contained within: (a)
Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local
implementing measures (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 retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors (as defined within the MiFID II Product Governance
Requirements) 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
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the proposed Placing or the Broker Option.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
the Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment of
suitability of appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares and the Broker Option Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
SCM is authorised and regulated by the Financial Conduct Authority (the "FCA")
in the United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and SCM will not be responsible to anyone
(including any purchasers of the Placing Shares) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
Orana Corporate LLP (FRN 835691) is an appointed representative of Ragnar
Capital Partners LLP (FRN 593052) who are authorised and regulated by the
Financial Conduct Authority in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing, and Orana will
not be responsible to anyone (including any purchasers of the Placing Shares)
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other matters
referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Bookrunner or by any of their respective affiliates or agents as to, or
in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or their respective advisers, and any liability therefore is
expressly disclaimed.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT IN THIS ANNOUNCEMENT (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EEA QUALIFIED INVESTORS
AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK
PROSPECTUS REGULATION, AND WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; (3) IF IN SWITZERLAND, PROFESSIONAL CLIENTS AS DEFINED IN ARTICLE 4(3)
OF THE SWISS FINANCIAL SERVICES ACT OF 15 JUNE 2018, AS AMENDED; OR (4)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD 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 OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN
THE COMPANY IN THE UNITED STATES, CANADA OR ELSEWHERE.
THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, HAS BEEN PREPARED
FOR A PRIVATE PLACEMENT OF SHARES IN THE COMPANY BY INVITED PLACEES ONLY. NO
ACTION HAS BEEN OR WILL BE TAKEN BY THE COMPANY WHICH WOULD PERMIT A PUBLIC
OFFERING OF ANY OF THE SHARES IN THE COMPANY OR DISTRIBUTION OF THIS APPENDIX,
AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, OR ANY OTHER MATERIAL IN
CONNECTION THEREWITH IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED.
THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION
PURPOSES ONLY IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT ACTIVITY OR
DECISION, AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION BY THE COMPANY THAT
ANY RECIPIENT SHOULD ACQUIRE ANY INTEREST IN THE SHARE CAPITAL OR ANY OTHER
INTEREST IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD,
PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES
ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD ONLY IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION (OR TO ANY PERSONS IN ANY OF THOSE
JURISDICTIONS) IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, CANADA, THE UNITED KINGDOM,
SWITZERLAND OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX,
FINANCIAL, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
All offers of the Placing Shares in the United Kingdom or Switzerland will be
made pursuant to an exemption from the requirement to produce a prospectus (to
the extent reliance on such exemption is legally required) under the UK
Prospectus Regulation or the EU Prospectus Regulation or the Swiss Financial
Services Act and the Swiss Financial Services Ordinance, as appropriate. In
the United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of FSMA does not require the approval of
the relevant communication by an authorised person. In Switzerland, the
Placing Shares will not be publicly offered (as such term is defined in
Article 3(h) of the Swiss Financial Services Act).
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 the United States, Australia, New
Zealand, the Republic of Ireland, 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 the United States, Australia, New Zealand,
the Republic of Ireland, Canada, Japan or the Republic of South Africa or any
other jurisdiction outside the EEA, the United Kingdom and Switzerland, except
in accordance with applicable securities law.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement (or any part of it) should seek appropriate advice before taking
any action.
This Announcement should be read in its entirety. In particular, any
prospective Placee should read and understand the information provided in the
"Important Notices" section of this Announcement.
The Company proposes to raise capital by way of the Placing
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring New Common Shares on the terms
and conditions contained in this Announcement (including this Appendix) and to
be providing the representations, warranties, undertakings, agreements,
acknowledgements and indemnities contained in this Announcement.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Each Placee , represents, warrants, undertakes, agrees and acknowledges to the
Company and the Bookrunner (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any New Common Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires
any New Common Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of
the UK Prospectus Regulation; and
(b) in the case of any New Common Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the New Common 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 other than Qualified
Investors or in circumstances in which the prior consent of the
Bookrunner has been given to the offer or resale; or
(ii) where New Common Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the offer of
those New Common Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
3. in the case of a Relevant Person in Switzerland who acquires
any New Common Shares pursuant to the Placing:
(a) it is a Professional Client within the meaning of Article 4(3)
of the Swiss Financial Services Act ("Professional Client") or, if it is not a
Professional Client, it has been explicitly and directly invited by the
Company or the Bookrunner and not through a public offer, as such term is
defined in Article 3(h) of the Swiss Financial Services Act; and
(b) in the case of any New Common Shares acquired by it as a
financial intermediary, as that term is used in Article 4(3)(a) of the Swiss
Financial Services Act:
(i) the New Common 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 Switzerland other than Professional Clients or
in circumstances in which the prior consent of the Bookrunner has been given
to the offer or resale; or
(ii) where New Common Shares have been acquired by it on behalf of
persons in Switzerland other than Professional Clients, the offer of those New
Common Shares to it is not treated under the Swiss Financial Services Act as
having been made to such persons;
4. it is acquiring the New Common Shares for its own account or is
acquiring the New Common Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, undertakings, agreements,
acknowledgements and indemnities contained in this Announcement;
5. it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Announcement;
6. it (and any other person on whose account it is acting) is outside
the United States and is acquiring the New Common Shares in offshore
transactions as defined in and in accordance with Regulation S under the US
Securities Act; and
7. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any other person
on whose account it is acting) is outside of, and does not have an address in,
British Columbia, Canada acquiring the New Common Shares and acquiring the New
Common Shares as principal, and it is outside of and is not a person resident
in Australia, New Zealand, the Republic of Ireland, Japan or South Africa or
with an address in Japan, Australia, New Zealand, the Republic of Ireland or
South Africa or any overseas person who would not under the provisions of any
relevant securities legislation be entitled to receive this document and
subscribe for or purchase the New Common Shares.
The Company and the Bookrunner will rely upon the truth and accuracy of the
foregoing representations, warranties, undertakings, agreements and
acknowledgements. Each Placee hereby agrees with the Bookrunner and the
Company to be bound by these terms and conditions as being the terms and
conditions upon which New Common Shares will be allotted and issued.
A Placee shall, without limitation, become so bound if the Bookrunner confirms
(orally or in writing) to such Placee its allocation of Placing Shares. The
Bookrunner does not make any representation to any Placee regarding an
investment in the Placing Shares referred to in this Announcement (including
this Appendix).
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Issue Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
No prospectus
The New Common Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA or
any other respective authority in any other jurisdiction in relation to the
Placing or the New Common Shares and Placees' commitments will be made solely
on the basis of their own assessment of the Company, the New Common Shares and
the Placing based on the information contained in this Announcement and the
announcement of the results of the Placing (the "Result of Placing
Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service by or on behalf of
the Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth in the
trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Bookrunner or the Company or any other
person and none of the Bookrunner, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or shall have
any responsibility or liability for any Placee's decision to participate in
the Placing based on any other information, representation, warranty or
statement (regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such persons).
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing.
No Placee should consider any information in this Announcement to be legal,
financial, tax or business advice. Each Placee should consult its own legal
advisor, tax advisor, financial advisor and business advisor for legal, tax,
financial and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner is acting as broker and bookrunner in connection with the
Placing and has entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, the Bookrunner, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure Placees for the Placing
Shares. The Placing is not being underwritten by the Bookrunner or any other
person.
The price per Common Share at which the Placing Shares are to be placed is 7
pence (the "Issue Price"). The timing of the closing of the book and
allocations are at the discretion of the Company and the Bookrunner.
The Placing Shares will be made up of a number of New Common Shares issued and
allotted by the Company. Accordingly, by participating in the Placing, Placees
agree to subscribe for Placing Shares.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Articles of the
Company and rank pari passu in all respects with the existing Common Shares,
including the right to receive all dividends and other distributions declared,
made or paid on or in respect of the Common Shares after the date of issue of
the Placing Shares, and will on issue be free of all pre-emption rights,
claims, liens, charges, encumbrances and equities.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for Admission of the
Placing Shares to trading on AIM.
It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on
9 May 2024 (or such later time or date as the Bookrunner may agree with the
Company, being no later than 8.30 a.m. on 16 May 2024) and that dealings in
the Placing Shares on AIM will commence at that time.
Bookbuild
The Bookrunner will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is acting as broker and bookrunner to the Placing,
as agent for and on behalf of the Company, on the terms and subject to the
conditions of the Placing Agreement. SCM Advisory is acting as nominated
adviser to the Company in connection with the Placing and Admission. Each of
the Bookrunner and SCM Advisory are authorised and regulated entities in the
United Kingdom by the FCA and are acting exclusively for the Company and no
one else in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company in relation to the
matters described in this Announcement.
2. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by the Bookrunner. The
Bookrunner may agree to be a Placee in respect of all or some of the Placing
Shares or may nominate any member of their relevant group that is eligible to
participate in the Placing to do so.
3. Following a successful completion of the Bookbuild, the Company
will confirm the closing of the Placing via the Result of Placing
Announcement.
4. To bid in the Bookbuild, prospective Placees should communicate
their bid orally by telephone or in writing to their usual sales contact at
the Bookrunner. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by the Bookrunner on the basis referred to in paragraph 6 below.
The Bookrunner reserves the right not to accept bids or to accept bids in part
rather than in whole. The acceptance of the bids shall be at the Bookrunner's
absolute discretion, subject to agreement with the Company.
5. The Bookbuild is expected to close on 3 May 2024 but may be
closed earlier or later at the discretion of the Bookrunner. The Bookrunner
may, in agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (upon the prior agreement
of the Bookrunner) to vary the number of shares to be issued pursuant to the
Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the
Bookrunner after consultation with the Company (and in accordance with the
Bookrunner's allocation policy as has been supplied by the Bookrunner to the
Company in advance of such consultation). Allocations will be confirmed orally
by the Bookrunner and a trade confirmation will be despatched as soon as
possible thereafter. The Bookrunner's oral confirmation to such Placee
constitutes an irrevocable legally binding commitment upon such person (who
will at that point become a Placee), in favour of the Bookrunner and the
Company, to subscribe for the number of Placing Shares allocated to it and to
pay the Issue Price in respect of each such share on the terms and conditions
set out in this Appendix and in accordance with the Articles of the Company. A
bid in the Bookbuild will be made on the terms and subject to the conditions
in this Appendix and will be legally binding on the Placee on behalf of which
it is made and except with the Bookrunner's consent, such commitment will not
be capable of variation or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by a
trade confirmation issued to such Placee. The terms of this Appendix will be
deemed incorporated in that trade confirmation.
8. Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to be
subscribed for/purchased pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate under the
Placing Agreement".
10. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law, none of the Bookrunner, the
Company nor any of their respective affiliates, agents, directors, officers,
employees or advisers shall have any responsibility or liability to Placees
(or to any other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Bookrunner, the Company, nor any of their respective
affiliates, agents, directors, officers, employees or advisers shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of
such alternative method of effecting the Placing as the Bookrunner and the
Company may agree.
12. The Placing Shares will be issued subject to the terms and conditions
of this Appendix and each Placee's commitment to subscribe for Placing Shares
on the terms set out in this Appendix will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Bookrunner's conduct
of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. The Bookrunner's obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others) (the
"Conditions"):
1. Admission occurring no later than 8.00 a.m. on 9 May 2024 (or
such later time or date as the Bookrunner may otherwise agree with the
Company, being no later than 8.30 a.m. on 16 May 2024);
2. the Company allotting, subject only to Admission, the Placing
Shares and the Subscription Shares in accordance with the Placing Agreement;
3. none of the warranties given by the Company in the Placing
Agreement being untrue, inaccurate or misleading as at the date of the Placing
Agreement or at any time between the date of the Placing Agreement and
Admission; and
4. in the opinion of the Bookrunner (acting in good faith) there
having been no Material Adverse Change prior to Admission (whether or not
foreseeable at the date of this Agreement);
The Bookrunner may, at its discretion and upon such terms as it thinks fit,
waive compliance by the Company with the whole or any part of any of its
obligations in relation to the Conditions or extend the time or date provided
for fulfilment of any such Conditions in respect of all or any part of the
performance thereof, save in respect of condition 1 above relating to
Admission taking place. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Bookrunner by the relevant time or date specified (or such later time or
date as the Bookrunner may agree with the Company, being no later than 8.30
a.m. on 16 2024); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the Placing
Agreement", the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
Neither the Bookrunner nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees 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 they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. the Company shall fail to comply with any of its obligations under
the Placing Agreement in any material respect; or
2. any of the warranties given by the Company to the Bookrunner under
the Placing Agreement is, or if repeated at any time up to Admission would
cause it to be, untrue, inaccurate or misleading in any material respect; or
3. a matter having arisen prior to Admission in respect of which a
claim for indemnification under the Placing Agreement may be sought; or
4. if, amongst other things, there is a material adverse change in any
national or international political, military, diplomatic, economic, financial
or market conditions which in the Bookrunner's opinion (acting in good faith
and after such consultation with the Company as shall be practicable in the
circumstances) would have or be likely to have a material and adverse effect
on the Placing; or
5. if it comes to the notice of the Bookrunner that any statement
contained in any Placing Document become untrue or inaccurate or misleading.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (a) the exercise by
the Bookrunner of any right of termination or of any other discretion under
the Placing Agreement shall be within the absolute discretion of the
Bookrunner and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or failure to so exercise and (b) its rights
and obligations terminate only in the circumstances described above under
"Right to terminate under the Placing Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by the Bookrunner of the
allocation and commitments following the close of the Bookbuild.
By participating in the Placing, Placees agree that the exercise by the
Bookrunner of any power to grant consent to the undertaking by the Company of
a transaction which would otherwise be subject to the restrictive provisions
on further issuance under the Placing Agreement shall be within the absolute
discretion of the Bookrunner and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: CA68234M2058)
following Admission will take place within the system administered by
Euroclear ("CREST"), subject to certain exceptions. The Bookrunner reserves
the right to require settlement for, and delivery of, the Placing Shares (or
any part thereof) to Placees by such other means that it may deem necessary if
delivery or settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a trade confirmation stating the number of
Placing Shares allocated to them at the Issue Price, the aggregate amount owed
by such Placee to the Bookrunner and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it has in place
with the Bookrunner.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by the Bookrunner as agent for the Company and the
Bookrunner will each enter its delivery instruction into the CREST system. The
input to CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the Placing Shares will take
place on 9 May 2024 on a delivery versus payment basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's account and benefit, an amount equal to the aggregate
amount owed by that Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it
and will be required to bear any stamp duty or SDRT or other taxes or duties
(together with any interest or penalties) imposed in any jurisdiction 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,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or SDRT. If
there are any circumstances in which any stamp duty or SDRT or other similar
taxes or duties (including any interest and penalties relating thereto) is
payable in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp
duty or SDRT is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither the Bookrunner nor the
Company shall be responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Bookrunner (in its capacity
as bookrunner and placing agent of the Company in respect of the Placing) and
the Company, in each case as a fundamental term of their application for
Placing Shares, the following:
1. it has read and understood this Announcement in its entirety and
its subscription for Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements
and undertakings and other information contained in this Announcement and it
has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. the Common Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules and the MAR, which includes a
description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is able to obtain
or access such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
3. to be bound by the terms of the Articles of the Company;
4. the person whom it specifies for registration as holder of the
Placing Shares will be (a) itself or (b) its nominee, as the case may be.
Neither the Bookrunner nor the Company will be responsible for any liability
to stamp duty or SDRT or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee agrees to
indemnify the Bookrunner and the Company on an after-tax basis in respect of
any Indemnified Taxes;
5. neither the Bookrunner nor any of its affiliates agents,
directors, officers and employees accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or any other
person in connection with the Placing;
6. time is of the essence as regards its obligations under this
Appendix;
7. 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 Bookrunner;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any other
presentational or other material concerning the Placing (including electronic
copies thereof) to any person and represents that it has not redistributed,
forwarded, transferred, duplicated, or otherwise transmitted any such
documents to any person;
9. it has not received (and will not receive) a prospectus or other
offering document in connection with the Placing and acknowledges that no
prospectus or other offering document (a) is required under the UK Prospectus
Regulation or other applicable law; and (b) has been or will be prepared in
connection with the Placing;
10. in connection with the Placing, the Bookrunner and any of its
affiliates acting as an investor for its own account may subscribe for Placing
Shares and in that capacity may retain, purchase or sell for its own account
such Placing Shares and any securities of the Company or related investments
and may offer or sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
the Placing Shares being issued, offered or placed should be read as including
any issue, offering or placement of such shares to the Bookrunner or any of
their affiliates acting in such capacity;
11. the Bookrunner and its affiliates may enter into financing
arrangements and swaps with investors in connection with which the Bookrunner
and any of their affiliates may from time to time acquire, hold or dispose of
such securities of the Company, including the Placing Shares;
12. the Bookrunner does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11 above otherwise
than in accordance with any legal or regulatory obligation to do so;
13. the Bookrunner does not owe any fiduciary or other duties to any
Placee in respect of any discretions, obligations, representations,
warranties, undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is not and
will not be a client of the Bookrunner in connection with its participation in
the Placing and that the Bookrunner has no duties or responsibilities to it
for providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any discretions,
obligations, representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
15. the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto (if any)) and neither the Bookrunner
nor any of its affiliates agents, directors, officers or employees nor any
person acting on behalf of any of them is responsible for or has or shall have
any responsibility or liability for any information, representation or
statement contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in the Placing Documents, the
Publicly Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
16. the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that, in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 16), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by the
Bookrunner nor the Company nor any of their respective affiliates, agents,
directors, officers or employees acting on behalf of any of them (including in
any management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the Placing
Documents, or the Publicly Available Information or otherwise;
18. neither the Bookrunner nor the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, nor will provide, it with any material or
information regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly Available
Information; nor has it requested any of the Bookrunner or the Company or any
of their respective affiliates or any person acting on behalf of any of them
to provide it with any such material or information;
19. neither the Bookrunner nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation that the
Bookrunner, any of its affiliates or any person acting on its behalf, may have
conducted with respect to the Placing Shares, the terms of the Placing or the
Company, and no such persons has made any representation, express or implied,
with respect to the Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing Documents, the
Publicly Available Information or any other information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of subscribing for the
Placing Shares;
(b) will not look to the Bookrunner or the Company and Group for all or
any part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations relevant to
its investment in the Placing Shares;
(g) has conducted its own due diligence, examination, investigation and
assessment of the Company and Group, the Placing Shares and the terms of the
Placing and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing; and
(h) has consulted its own legal advisors with respect to trading in the
Placing Shares when issued and with respect to any restrictions on the ability
of the Placee to offer and resell the Placing Shares imposed by the securities
laws of the jurisdiction in which the Placee resides and other securities
laws, and acknowledges that no representation has been made respecting the
applicable hold periods imposed by Canadian securities laws and any other
securities laws, including laws in the jurisdiction in which such Placee is
resident, or other resale restrictions applicable to such securities which
restrict the ability of the Placee (or others for whom it is acquiring
hereunder) to resell such securities, the Placee (or others for whom it is
acquiring hereunder) is solely responsible to find out what these restrictions
are and the Placee is aware that it may not be able to resell such securities
except in accordance with limited exemptions under applicable securities laws;
22. it is subscribing for the Placing Shares for its own account or for
an account with respect to which it exercises sole investment discretion and
has the authority to make and does make the acknowledgements, confirmations,
undertakings, representations, warranties and agreements contained in this
Appendix;
23. it is acting as principal only in respect of the Placing or, if it is
acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements in this Announcement on behalf
of each such person; and
(b) will remain liable to the Company and/or the Bookrunner for the
performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
24. it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in the Bookrunner or the Company or any of their
respective affiliates and its and their directors, officers, agents, employees
or advisers acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
25. where it is subscribing for Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of the Bookrunner
as its agent for the purpose of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
subscribe for upon the terms of this Appendix;
27. the Placing Shares have not been and will not be cleared or
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the Restricted Jurisdictions, or any state, province, territory or
jurisdiction thereof, and, except in transactions exempt from or not subject
to the registration requirements of a Restricted Jurisdiction, the Placing
Shares may not be offered, sold or delivered directly or indirectly to or into
a Restricted Jurisdiction;
28. the Placing Shares may not be offered, sold, or delivered, directly
or indirectly, in or into the Restricted Jurisdictions or any jurisdiction
(subject to certain exceptions) in which it would be unlawful to do so and no
action has been or will be taken by any of the Company or the Bookrunner or
any person acting on behalf of the Company or the Bookrunner that would, or
is intended to, permit an offer of the Placing Shares in the Restricted
Jurisdictions, Switzerland or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action for that
purpose is required;
29. the Placee has not offered or sold and a Placee will not offer, sell,
resell, pledge, transfer or deliver, any Placing Shares directly or indirectly
into the Restricted Jurisdictions or any jurisdiction in which it would be
unlawful to do so other than in compliance with any applicable laws and/or
regulations, or to any person in a Restricted Jurisdiction;
30. the Placing Shares are being issued by the Company in reliance upon an
exemption from the prospectus and registration requirements of applicable
Canadian securities legislation, and the Placing Shares are subject to
statutory hold periods or resale restrictions under applicable Canadian
securities legislation and regulatory policy, and a Placee may not be able to
sell or otherwise dispose of the Placing Shares to a person resident in Canada
except in accordance with limited exemptions under such securities legislation
and regulatory policy;
31. the Company is not, and is under no obligation to become, a "reporting
issuer" (as such term is defined in the Securities Act (British Columbia)) in
any jurisdiction, the hold period under applicable Canadian securities laws
for re-sale or distribution in Canada may therefore be indefinite, and
therefore a Placee may be unable to sell or otherwise dispose of the Placing
Shares to a person resident in Canada for an indeterminate period of time;
32. the Company will refuse to register the transfer of any of the Placing
Shares to a person resident in Canada not made pursuant to a prospectus filing
or pursuant to an available exemption from the registration requirements of
Canadian securities law, and in each case in accordance with applicable laws;
33. the Placee is entitled to participate in the Placing and to acquire
the Placing Shares under the laws of all the relevant jurisdictions which
apply to the Placee and the Placee has fully observed such laws and obtained
all governmental and other consents which may be required thereunder and
complied with all necessary formalities and will pay any issue, transfer or
other taxes due thereunder and the Placee has not taken any action which will
or may result in the Bookrunner or the Company being in breach of the legal or
regulatory requirements of any territory in connection with the Placing or the
Placee's participation in the Placing and acceptance of the Placing Shares;
34. applicable securities laws in the jurisdiction in which the Placee is
resident do not trigger: (i) any obligation for the Company or its affiliates
to prepare and file a prospectus or similar document or to register the
Placing Shares; (ii) any obligation for the Company or its affiliates to file
any report or notice with any governmental or regulatory authority, except for
a report of exempt distribution as required under National Instrument 45-106
of the Canadian securities laws; or (iii) any other obligation on the part of
the Company or any of its affiliates;
35. the Placee is resident in the jurisdiction specified in the bid to the
Bookrunner, and such address was not created and is not used solely for the
purpose of acquiring the Placing Shares and the Placee was solicited to
purchase the Placing Shares only in such jurisdiction;
36. the Placee will be asked to disclose, and must disclose, certain
personal information to the Bookrunner and the Company for the purposes of
completing the Placing, including but not limited to: (a) Placee name in full;
(b) beneficial owner of the securities, individual or non-individual (legal
name in full), if different from Placee name; (c) full residential address (or
business address in the case of non-individual) including postal code of the
beneficial owner of the securities; (d) country where the beneficial owner
of the securities resides; (e) domicile and tax residency of beneficial owner;
(f) phone number and email address of beneficial owner of the securities; and
(g) in respect of Placing Shares to be held in uncertificated form, CREST
participant broker, including contact name and phone number, CREST participant
ID and CREST member account ID, and, which includes determining the Placee's
eligibility to purchase the Placing Shares under applicable securities laws
and completing filings required by any stock exchange or securities regulatory
authority. If the Placee has not provided the name of someone other than the
Placee who is the beneficial owner of the securities, the Placee will be
deemed to be the beneficial purchaser or a registered trust company or
investment advisor of a fully managed account. Each Placee acknowledges that
its personal information as specified in this paragraph 36 (or any other
personal information requested) will be disclosed by the Company to the
applicable securities regulatory authority (or authorities) or regulator in
Canada. Each Placee authorizes the indirect collection of the personal
information by the applicable securities regulatory authority (or authorities)
or regulator; and the Placee acknowledges that it may contact the official at
the applicable authority or regulator as set out in Appendix III who can
answer questions about the indirect collection of personal information by such
authority or regulator;
37. no action has been or will be taken by any of the Company or the
Bookrunner or any person acting on behalf of the Company or the Bookrunner
that would, or is intended to, permit an offer of the Placing Shares in the
United States or in any country or jurisdiction where any such action for that
purpose is required;
38. unless otherwise specifically agreed with the Bookrunner, it is not
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, a Restricted Jurisdiction;
39. it may be asked to disclose in writing or orally to the Bookrunner:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
40. it is, and the prospective beneficial owner of the Placing Shares is,
and at the time the Placing Shares are subscribed for will be outside the
United States and is acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S under the US Securities
Act;
41. it has not been offered to purchase or subscribe for Placing Shares
by means of any "directed selling efforts" as defined in Regulation S under
the US Securities Act;
42. it understands that the Placing Shares have not been, and will not
be, registered under the US Securities Act and may not be offered, sold or
resold, pledged or delivered in the United States except pursuant to an
exemption from the registration requirements of the US Securities Act and in
accordance with applicable United States state securities laws and
regulations;
43. it (and any account for which it is purchasing) is not acquiring the
Placing Shares with a view to any offer, sale or distribution thereof within
the meaning of the US Securities Act;
44. 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 Restricted Jurisdictions
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
45. it has made such investigation and has consulted its own independent
advisers or otherwise has satisfied itself concerning the effects of
applicable income tax laws and foreign tax laws generally;
46. if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation and if it is within Switzerland, it is a Professional
Client or, if it is not such Professional Client, it has been explicitly and
directly invited by the Company or the Bookrunner and not through a public
offer, as such term is defined in Article 3(h) of the Swiss Financial
Services Act;
47. it has not offered or sold and will not offer or sell any Placing
Shares to persons in Switzerland except to Professional Clients or otherwise
in circumstances which have not resulted in and which will not result in an
offer to the public in Switzerland within the meaning of Article 3(h) of the
Swiss Financial Services Act;
48. if it is a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in the
United Kingdom other than Qualified Investors, or in circumstances in which
the express prior written consent of the Bookrunner has been given to each
proposed offer or resale;
49. if in the United Kingdom, that it is a person (a) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (b) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (c) to whom it may otherwise lawfully be
communicated;
50. if in the United Kingdom, unless otherwise agreed by the Bookrunner,
it is a "professional client" or an "eligible counterparty" within the meaning
of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and
it is purchasing Placing Shares for investment only and not with a view to
resale or distribution;
51. it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of FSMA;
52. 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 section 21(1) of FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by the Bookrunner 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 a financial promotion
by an authorised person;
53. it has complied and will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions in FSMA and MAR) in respect of anything
done in, from or otherwise involving, the United Kingdom);
54. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
55. (i) it has complied with and will continue to comply with its
obligations under the Market Abuse Regulation (EU) No. 596/2014 (or the Market
Abuse Regulation (EU) No. 596/2014 as retained in UK law), Criminal Justice
Act 1993 and Part VIII of the Financial Services and Markets Act 2000, as
amended ("FSMA") and other applicable law; (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) 2017 Regulations, and any
other applicable law (where all such legislation listed under this (ii) shall
together be referred to as the "AML Legislation"); and (iii) it is not a
person: (1) with whom transactions are prohibited under the Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (2) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3)
subject to financial sanctions imposed pursuant to a regulation of the EU or a
regulation adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and pursuant to AML Legislation and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Bookrunner or the Company such evidence, if any, as to the
identity or location or legal status of any person (including in relation to
the beneficial ownership of any underlying investor) which the Bookrunner or
the Company may request from it in connection with the Placing (for the
purpose of complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise
or any other information as may be required to comply with legal or regulatory
requirements (including in particular under the AML Legislation)) in the form
and manner requested by the Bookrunner or the Company on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be purchased by it or at its direction pursuant to the Placing being reduced
to such number, or to nil, as the Bookrunner and the Company may decide at
their sole discretion;
56. in order to ensure compliance with the AML Legislation, the Bookrunner
(for itself and as an agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to the Bookrunner or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in respect of
the Placing Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed at the Bookrunner's or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a request for
verification of identity, the Bookrunner (for itself and as an agent on behalf
of the Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
57. 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 SDRT liability under (or at a rate determined under)
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts
and clearance services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
58. it (and any person acting on its behalf) has the funds available to
pay for the Placing Shares for which it has agreed to subscribe and
acknowledges and agrees that it will make payment in respect of the Placing
Shares allocated to it in accordance with this Appendix on the due time and
date set out in this Announcement, failing which the relevant Placing Shares
may be placed with other subscribers or sold as the Bookrunner may in its sole
discretion determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls short of
the product of the relevant Issue Price and the number of Placing Shares
allocated to it and will be required to bear any stamp duty, SDRT or other
taxes or duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
59. any money held in an account with the Bookrunner on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under FSMA. Each
Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money will not be
segregated from the Bookrunner's money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee;
60. 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 Bookrunner or 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;
61. neither the Bookrunner nor any of its affiliates, nor any person
acting on behalf of them, is making any recommendations to them, advising them
regarding the suitability of any transactions they may enter into in
connection with the Placing and the Bookrunner is not acting for their
clients, and that the Bookrunner will not be responsible for providing the
protections afforded to clients or customers of the Bookrunner or for
providing advice in respect of the transactions described in this
Announcement;
62. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the trade confirmation, contract
note or other (oral or written) confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Bookrunner's
conduct of the Placing;
63. if it has received any 'inside information' (for the purposes of MAR
and section 56 of the Criminal Justice Act 1993) in relation to the Company
and its securities in advance of the Placing, it confirms that it has received
such information within the market soundings regime provided for in article 11
of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of securities of
the Company or financial instruments related thereto or cancel or amend an
order concerning the Company's securities or any such financial instruments;
(b) used that inside information to encourage, require, recommend or
induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the information
being made publicly available;
64. the rights and remedies of the Company and the Bookrunner under the
terms and conditions in this Appendix 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; and
65. these terms and conditions of the Placing and any agreements entered
into by it pursuant to the terms and conditions of the Placing, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England 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 English courts
as regards any claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non- contractual or other obligation arising
out of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by either
the Company or the Bookrunner 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.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as the Bookrunner and are irrevocable. The Bookrunner and the Company and
their respective affiliates and others will rely upon the truth and accuracy
of the foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and the Bookrunner to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth in this Announcement.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, the Bookrunner and their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by the
Bookrunner, the Company or any of their respective affiliates, agents,
directors, officers or employees arising from the performance of that Placees'
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents 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. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
The Bookrunner is authorised and regulated by the FCA in the United Kingdom
and is acting as bookrunner exclusively for the Company and no one else in
connection with the Placing and will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and SDRT relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Placees should not give rise to any liability
to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Common Shares on AIM (including instruments transferring
shares and agreements to transfer Common Shares).
Such statements assume 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 are any such
arrangements, or the settlement relates to any other dealings in the Placing
Shares, stamp duty or SDRT or other similar taxes or duties may be payable,
for which neither the Company nor the Bookrunner will be responsible and the
Placees shall indemnify the Company and the Bookrunner on an after-tax basis
for any stamp duty or SDRT or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the Company or the
Bookrunner in respect of any such arrangements or dealings. If this is the
case, each Placee should seek its own advice and notify the Bookrunner
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company and the Bookrunner are not liable to bear any taxes that arise on
a sale of Placing Shares subsequent to their acquisition by Placees, including
any taxes arising otherwise than under the laws of any country in the EEA.
Each prospective Placee should, therefore, take its own advice as to whether
any such tax liability arises and notify the Bookrunner and the Company
accordingly. Furthermore, each prospective Placee agrees to indemnify on an
after-tax basis and hold the Bookrunner and/or the Company and their
respective affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, SDRT and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties arise from
the unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any 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, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
APPENDIX II
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 admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
AMR antimicrobial resistance
Announcement this Announcement, including the Appendices
Appendix an appendix to this Announcement
Articles the articles of incorporation of the Company as at the date of this
Announcement
Bookbuild the bookbuilding process to be commenced by the Bookrunner to use reasonable
endeavours to procure placees for the Placing Shares, as described in this
Announcement and subject to the terms and conditions set out in Appendix I of
this Announcement and the Placing Agreement
Bookrunner Singer Capital Markets
certificated or in certificated form not in uncertificated form (that is, not in CREST)
Common Shares the common shares in the authorised structure of the Company provided that all
references in this Announcement to the Common Shares, the Placing Shares or
the Subscription Shares, as the case may be, shall, as the context so requires
be construed as including the Common Shares, the Placing Shares and the
Subscription Shares, as the case may be, in the form of Depositary Interests
Company Ondine Biomedical Inc.
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear
Depositary Interests the depositary interests issued by Computershare Investor Services plc, in
respect of the Common Shares deposited with it as depositary
Directors or Board the directors of the Company for the time being
Director Payment the advanced payment of US$160,000 (equivalent to £127,841) to the Company by
Carolyn Cross on 10 April 2024
EEA European Economic Area
EU Prospectus Regulation means Regulation (EU) 2017/1129, as amended
Euroclear Euroclear UK & International Limited
Existing Shareholders holders of Common Shares as at the date of this Announcement
FCA the UK Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as amended
Fundraising means, collectively, the Placing and the Subscription
Group the Company and its subsidiaries (and "Group Company" shall be construed
accordingly)
Issue Price 7 pence per Common Share
London Stock Exchange London Stock Exchange plc
MAR means the EU Market Abuse Regulation (EU) 596/2014 and all delegated or
implementing regulations relating to that Regulation as amended as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended
New Common Shares means the new Common Shares to be issued pursuant to the Fundraising
Orana Orana Corporate LLP
Participating Directors means the Directors who are participating in the Subscription
Placees persons who agree to subscribe for Placing Shares at the Issue Price
Placing the conditional placing by the Bookrunner as agent of the Company of the
Placing Shares at the Issue Price, in accordance with the Placing Agreement
Placing Agreement the agreement dated 3 May 2024 between the Company, the Bookrunner and SCM
Advisory relating to the Placing
Placing Documents this Announcement and the announcement of the results of the Placing
Placing Shares the Common Shares expected to be issued pursuant to the Placing
Publicly Available Information any information publicly announced through a regulatory information
service by or on behalf of the Company on or prior to the date of this
Announcement
Related Party Loan the advance payment of C$350,000 (equivalent to £203,856) to the Company by
Robert Cross on 26 April 2024
Relevant Persons has the meaning given in Appendix 1 of this Announcement
SCM Advisory Singer Capital Markets Advisory LLP
Singer Capital Markets or SCM Singer Capital Markets Securities Limited
SDRT stamp duty reserve tax
Subscribers means persons who agree to subscribe for Subscription Shares at the Issue
Price, pursuant to the Subscription
Subscription the subscription by certain employees and the majority of the Company's
Directors for the Subscription Shares at the Issue Price
Subscription Shares the Common Shares expected to be issued pursuant to the Subscription
subsidiary has the meaning given to such term in the Business Corporations
Act (British Columbia), as amended
uncertificated or in uncertificated form in respect of a share or other security, where that share or other security is
recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which may be transferred by
means of CREST
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended
US Securities Act the US Securities Act of 1933, as amended
Warrants the warrants intended to be offered by the Company to participants in the
Fundraising
APPENDIX III
CONTACT INFORMATION FOR CANADIAN SECURITIES REGULATORS
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street, Vancouver, British Columbia V7Y 1L2
Attention: FOI Inquiries
Tel: (604) 899‑6854
Toll free in Canada: 1‑800‑373‑6393
Alberta Securities Commission
Suite 600, 250 - 5th Street SW
Calgary, Alberta T2P 0R4
Attention: FOIP Coordinator
Tel: (403) 297-6454
Toll free in Canada: 1-877-355-0585
Financial and Consumer Affairs Authority of Saskatchewan
Suite 601 - 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Attention: Director
Tel: (306) 787-5879
The Manitoba Securities Commission
500 - 400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5
Attention: Director
Tel: (204) 945-2548
Toll free in Manitoba 1-800-655-5244
Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Attention: Inquiries Officer
Tel: (416) 593- 8314
Toll free in Canada: 1-877-785-1555
Autorité des marchés financiers
800, Square Victoria, 22e étage, C.P. 246
Tour de la Bourse, Montréal, Québec H4Z 1G3
Attention: Secrétaire Générale
Tel: (514) 395-0337 or 1-877-525-0337
Financial and Consumer Services Commission (New Brunswick)
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Attention: Privacy Officer
Tel: (506) 658-3060
Toll free in Canada: 1-866-933-2222
Nova Scotia Securities Commission
Suite 400, 5251 Duke Street
Duke Tower, P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Attention: Executive Director
Tel: (902) 424-7768
Prince Edward Island Securities Office
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8
Tel: (902) 368-4569
Attention, Superintendent of Securities
Government of Newfoundland and Labrador Financial Services Regulation Division
P.O. Box 8700, Confederation Building, 2nd Floor, West Block
Prince Philip Drive, St. John's, Newfoundland and Labrador A1B 4J6
Attention: Superintendent of Securities
Tel: (709) 729-4189
Government of Yukon, Department of Community Services
Law Centre, 3rd Floor, 2130 Second Avenue
Whitehorse, Yukon Y1A 5H6
Attention: Superintendent of Securities
Tel: (867) 667-5314
Government of the Northwest Territories, Office of the Superintendent of
Securities
P.O. Box 1320
Yellowknife, Northwest Territories X1A 2L9
Attention: Superintendent of Securities
Tel: (867) 920-8984
Government of Nunavut, Department of Justice, Legal Registries Division
P.O. Box 1000
Station 570, 1st Floor, Brown Building
Iqaluit, Nunavut X0A 0H0
Attention: Superintendent of Securities
Tel: (867) 975-6590
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