REG - Oxford Biomedica PLC - Placing to raise £8.1 Million <Origin Href="QuoteRef">OXB.L</Origin> - Part 2

Oxford BioMedicaAnnouncement

23/02/2016 07:25

- Part 2: For the preceding part double click  ID:nRSW8415Pa 

person acting on
such Placee's behalf) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (as the case may be) with each of the Banks as
agent of the Company, in each case as a fundamental term of its application
for Reg S Placing Shares, the following: 
 
(a)            it has read and understood this Announcement, including this
Appendix, in its entirety and that its take up of Reg S Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement; 
 
(b)            that no offering document or prospectus has been or will be
prepared in connection with the Placing and it has not received and will not
receive a prospectus or other offering document in connection with the Reg S
Placing or the Reg S Placing Shares; 
 
(c)             that the Ordinary Shares are listed on the premium listing
segment of the Official List of the UK Listing Authority and admitted to
trading on the main market of the London Stock Exchange, and that the Company
is therefore required to publish certain business and financial information in
accordance with the rules and practices of the FCA and that it is able to
obtain or access such information, or comparable information concerning any
other publicly traded company, in each case without undue difficulty; 
 
(d)            that none of the Company, the Banks, any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, and none of them will provide, it with any
material regarding the Reg S Placing Shares or the Company or any other person
other than this Announcement, nor has it requested either of the Banks, the
Company, any of their respective affiliates or any person acting on behalf of
any of them to provide it with any such information; 
 
(e)            unless otherwise specifically agreed with the Banks, that it is
not, and at the time the Reg S Placing Shares are taken up by it, neither it
nor the beneficial owner of the Reg S Placing Shares will be, within or a
resident of Australia, Canada, Japan, South Africa or any other jurisdiction
in which it is unlawful to make or accept an offer to take up the Reg S
Placing Shares and further acknowledges that the Reg S Placing Shares have not
been and will not be registered under the securities laws of Australia,
Canada, Japan or South Africa and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or indirectly,
in or into those jurisdictions, and that it will not offer or sell any Placing
Shares into any of those jurisdictions; 
 
(f)              that it (A) is not within the United States and will not be
within the United States at the time that any buy order for Placing Shares is
originated by it; (B) is acquiring the Reg S Placing Shares in an "offshore
transaction" as defined in Regulation S under the US Securities Act of 1933,
as amended (the "Securities Act"); and (C) is not acquiring any of the Reg S
Placing Shares as a result of any form of "directed selling efforts" (within
the meaning of Regulation S under the Securities Act); or 
 
(g)            that the Reg S Placing Shares have not been and will not be
registered under the Securities Act, or under the securities laws of any state
or other jurisdiction of the United States, and that the Reg S Placing Shares
are being offered and sold only outside the United States in "offshore
transactions" within the meaning of and in reliance on Regulation S under the
Securities Act, and that no representation has been made as to the
availability of any exemption under the Securities Act for the reoffer,
resale, pledge or transfer of the Reg S Placing Shares; 
 
(h)            that the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Banks or any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has or shall have any liability for any
information, representation or statement contained in this Announcement or any
information previously or subsequently published by or on behalf of the
Company, including, without limitation, any information required to be
published by the Company pursuant to applicable laws (the "Exchange
Information") and will not be liable for any Placee's decision to participate
in the Reg S Placing based on any information, representation or statement
contained in this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to take up the Reg S
Placing Shares is contained in this Announcement and any information
previously published by the Company by notification to a RIS, such information
being all that it deems necessary to make an investment decision in respect of
the Reg S Placing Shares and that it has neither received nor relied on any
other information given or representations, warranties or statements made by
either of the Banks or the Company and neither of the Banks nor the Company
will be liable for any Placee's decision to accept an invitation to
participate in the Reg S Placing based on any other information,
representation, warranty or statement. Each Placee further acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in deciding to participate in the Reg S
Placing. None of the Company, the Banks or any of their respective affiliates
has made any representations to it, express or implied, with respect to the
Company, the Reg S Placing and the Reg S Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of them
expressly disclaims any liability in respect thereof. Nothing in this
paragraph or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person; 
 
(i)              that it has complied with its obligations under the Criminal
Justice Act 1993, section 118 of FSMA and in connection with money laundering
and terrorist financing under the Criminal Justice (Money Laundering and
Terrorist Financing) Acts 2010 and 2013 of Ireland, the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering Regulations 2007 (the "Regulations") and the Money Laundering
Sourcebook of the FCA 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; 
 
(j)              that it is acting as principal only in respect of the Reg S
Placing or, if it is acting for any other person (i) it is duly authorised to
do so and has full power to make the acknowledgments, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Company and/or the Banks for the performance of all its
obligations as a Placee in respect of the Reg S Placing (regardless of the
fact that it is acting for another person); 
 
(k)             if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, that the Reg S Placing Shares taken up by it
in the Reg S Placing will not be taken up on a non-discretionary basis on
behalf of, nor will they be taken up with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified Investors, or in
circumstances in which the prior consent of the Banks has been given to the
proposed offer or resale; 
 
(l)              that it has not offered or sold and will not offer or sell
any Reg S Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the Prospectus Directive which
do not result in any requirement for the publication of a prospectus pursuant
to Article 3 of that Directive; 
 
(m)           that 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 Reg S Placing Shares in circumstances in which section 21(1)
of FSMA does not require approval of the communication by an authorised
person; 
 
(n)            that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the Reg
S Placing Shares in, from or otherwise involving, the United Kingdom; 
 
(o)            if in a member state of the EEA, unless otherwise specifically
agreed with the Banks in writing, that it is a Qualified Investor; 
 
(p)            if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments and who falls
within the definition of "investment professionals" in Article 19(5) of the
Order; or (ii) who is a high net worth entity falling within Article 49(2) of
the Order; or (iii) to whom this Announcement may otherwise lawfully be
communicated; 
 
(q)            if in Australia, that it is (i) a "sophisticated investor"
within the meaning of section 708(8) of the Australian Corporations Act 2001
(Cth) (the "Corporations Act") or a "professional investor" within the meaning
of section 9 and section 708(11) of the Corporations Act; and (ii) a
"wholesale client" as defined in section 761G(7) of the Corporations Act, and
the issue of the Reg S Placing Shares to it does not require a prospectus or
other form of disclosure document under the Corporations Act; 
 
(r)             that no action has been or will be taken by the Company or
either of the Banks or any person acting on behalf of the Company or either of
the Banks that would, or is intended to, permit a public offer of the Reg S
Placing Shares in any country or jurisdiction where any such action for that
purpose is required; 
 
(s)            that it and any person acting on its behalf is entitled to take
up the Reg S Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in any of the Banks, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Reg S Placing; 
 
(t)              that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its participation
in the Reg S 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 Announcement) and will honour such obligations; 
 
(u)            that it (and any person acting on its behalf) will make payment
for the Reg S Placing Shares allocated to it in accordance with this Appendix
on the due time and date set out herein, failing which the relevant Reg S
Placing Shares may be placed with other persons or sold as Jefferies may in
its absolute discretion determine and without liability to such Placee; 
 
(v)             that its commitment to take up Reg S Placing Shares on the
terms set out herein and in the relevant contract note will continue
notwithstanding any amendment that may in the future be made to the terms of
the Reg S 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
Banks' conduct of the Reg S Placing; 
 
(w)            that its allocation (if any) of Reg S Placing Shares will
represent a maximum number of Reg S Placing Shares which it will be entitled,
and required, to take up, and that the Banks or the Company may call upon it
to take up a lower number of Reg S Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum; 
 
(x)             that the person whom it specifies for registration as holder
of the Reg S Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. None of the Company or either of the Banks will be responsible
for any liability to stamp duty or stamp duty reserve tax or other similar
taxes resulting from a failure to observe this requirement. Each Placee and
any person acting on behalf of such Placee agrees to indemnify the Company and
each Bank in respect of the same on an after-tax basis on the basis that the
Reg S Placing Shares will be allotted to the CREST stock account of Jefferies
who will hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions; 
 
(y)             that neither of the Banks, any of their respective affiliates
or any person acting on behalf of any of them, is making any recommendations
to it or, advising it regarding the suitability of any transactions it may
enter into in connection with the Reg S Placing and that participation in the
Reg S Placing is on the basis that it is not and will not be a client of
either Bank and that neither Bank has any duties or responsibilities to it for
providing the protections afforded to such Bank's respective clients or
customers or for providing advice in relation to the Reg S Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right; 
 
(z)             that in making any decision to take up the Reg S Placing
Shares, it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of taking up the Reg S Placing Shares. It further confirms that it 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 participating in, and is able to sustain a complete loss in connection
with, the Reg S Placing. It further confirms that it relied on its own
examination and due diligence of the Company and its associates taken as a
whole, and the terms of the Reg S Placing, including the merits and risks
involved, and not upon any view expressed or information provided by or on
behalf of either of the Banks; 
 
(aa)          that in connection with the Reg S Placing, a Bank and any of its
affiliates acting as an investor for its own account may take up Reg S Placing
Shares in the Company and in that capacity may take up, retain, purchase or
sell for its own account such Ordinary Shares in the Company 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 Reg S
Placing. Neither of the Banks intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so; 
 
(bb)          that these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such agreements, except that
enforcement proceedings in respect of the obligation to make payment for the
Reg S Placing Shares (together with any interest chargeable thereon) may be
taken by the Company or either of the Banks in any jurisdiction in which the
relevant Placee is incorporated or has its principal place of business, or in
which any of its securities have a quotation on a recognised stock exchange; 
 
(cc)           that the Company, each of the Banks and their respective
affiliates and others will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein and which
are given to each Bank on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company and each of the Banks 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 herein; 
 
(dd)          that none of the Company or either of the Banks owes any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement; 
 
(ee)          that it will indemnify on an after-tax basis and hold the
Company, each of the Banks and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) including any VAT thereon arising out of or in connection with any
breach of the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Reg S Placing; 
 
(ff)             that it has neither received nor relied on any inside
information concerning the Company in accepting the invitation to participate
in the Reg S Placing; and 
 
(gg)          if it is a pension fund or investment company, its acquisition
of Reg S Placing Shares is in full compliance with applicable laws and
regulations. 
 
The foregoing representations, warranties and confirmations are given for the
benefit of the Company and the Banks and are irrevocable. 
 
The agreement to allot and issue Reg S Placing Shares to Placees (or the
persons for whom Placees are contracting as agent) free of stamp duty and
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Reg S Placing Shares in question. Such agreement also assumes that the Reg
S Placing Shares are not being taken up in connection with arrangements to
issue depositary receipts or to issue or transfer the Reg S Placing Shares
into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Reg S Placing Shares, stamp
duty or stamp duty reserve tax or other similar taxes may be payable, for
which none of the Company or either of the Banks will be responsible and the
Placees shall indemnify the Company and each of the Banks on an after-tax
basis for any stamp duty or stamp duty reserve tax paid by them in respect of
any such arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Banks accordingly. 
 
None of the Company or either of the Banks are liable to bear any transfer
taxes that arise on a sale of Placing Shares subsequent to their acquisition
by Placees or for transfer taxes arising otherwise than under the laws of the
United Kingdom. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises and notify the Banks
accordingly. Furthermore, each Placee agrees to indemnify on an after-tax
basis and hold each Bank and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation to stamp
duty, stamp duty reserve tax and all other similar duties or taxes to the
extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent. 
 
When a Placee or person acting on behalf of the Placee is dealing with the
Banks, any money held in an account with either Bank 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 rules and regulations of the FCA made under
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from such Bank's money in accordance with the client
money rules and will be used by that Bank in the course of its own business;
and the Placee will rank only as a general creditor of that Bank. 
 
All times and dates in this Announcement may be subject to amendment by
Jefferies (in its absolute discretion). The Banks shall notify the Placees and
any person acting on behalf of the Placees of any changes. 
 
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