REG - Oxford Biomedica PLC - Proposed Placing of New Ordinary Shares
14/08/2025 17:15
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RNS Number : 4133V Oxford Biomedica PLC 14 August 2025
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE SECTION OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO.596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
14 August 2025
Oxford Biomedica plc
Proposed Placing of New Ordinary Shares
- Equity raise of approximately £60 million through a placing
conducted through an accelerated book build
- Proceeds to fund investment to strengthen the Company's global
CDMO network, including expansion of US GMP capacity up to commercial-scale
and associated fill and finish
- Investment expected to accelerate revenue and margin growth
o FY2026 revenues expected to reach between £220-240 million
o 2027 and 2028 expected revenue growth of 25-30% year-on-year
o Long-term potential to approach operating EBITDA margins of c.30% over a
five-to-six year period
o FY2025 guidance unchanged: Revenues of £160-170 million and low
single-digit £million operating EBITDA
Oxford Biomedica plc (LSE: OXB), ("OXB", the "Company", and, together with its
subsidiaries, the "Group"), a global quality and innovation-led cell and gene
therapy CDMO, today announces its intention to conduct an equity raise of
approximately £60 million through a placing of new ordinary shares of 50
pence each in the capital of the Company (the "Placing Shares") to
institutional investors (the "Placing").
The Placing will be conducted through an accelerated bookbuild which will be
launched immediately following this Announcement and will be made available to
new and existing eligible institutional investors. The Placing is subject to
the terms and conditions set out in Appendix I to this Announcement. Jefferies
International Limited ("Jefferies") is acting as global coordinator and joint
bookrunner and RBC Europe Limited ("RBC Capital Markets") is acting as joint
bookrunner (together, the "Banks") in respect of the Placing.
Dr. Frank Mathias, Chief Executive Officer of OXB, said: "OXB has demonstrated
continued commercial momentum through execution of its strategy, supported by
growing demand for viral vectors and cell and gene therapy manufacturing
across all clinical phases. We have a strong visible pipeline in the near and
medium term, and this placing represents a compelling opportunity to fund
expansion of commercial-scale capabilities in the US alongside other strategic
investments in order to meet growing client demand. These investments will
support above-market growth, stronger profitability and an increased share of
the growing viral vector market. I am pleased to announce updated and new
guidance reflecting our confidence in strengthened medium term prospects, with
OXB fully capitalised to deliver on this guidance using proceeds from the
placing."
Rationale for the Placing and Use of Proceeds
OXB is proceeding with strategic investments to expand US commercial-scale
capacity and advance process quality, productivity and yields. This will allow
the Company to address growing client demand including visible near and
medium-term opportunities across all clinical phases, including late-stage and
commercial supply.
The Placing will enable OXB to fund expansion of the Company's global
manufacturing capabilities and advance its technology platforms, as detailed
below. These investments will focus mainly on existing sites but could also
include the acquisition and development of other sites.
Commercial-scale GMP capacity in the US
The Company intends to apply a portion of the net proceeds to expand up to
commercial-scale viral vector manufacturing capabilities (adeno-associated
virus (AAV) and lentiviral) in the United States. The proceeds from the
Placing will fund capital investment and associated operating costs for
integration and ramp-up - including facility modifications, equipment
procurement and qualification, supporting utilities, and quality-control
readiness - to establish, qualify and scale operations to meet current and
anticipated client demand.
Establish a complete US offering
Net proceeds will also be used to add commercial-scale drug product capability
in the United States, creating a complete end-to-end offering in the region
alongside drug substance manufacturing. This will enable OXB to support
late-stage programmes and commercial launches locally, improving
time-to-market and service levels for US and global clients.
Strengthening the global CDMO network
Investment will further expand OXB's multi-vector, multi-site platform across
the UK, US and continental Europe, enabling flexible technology transfer,
coordinated capacity allocation and resilient supply from development through
to commercial supply.
Accelerating revenue and margin improvement
Proceeds will support targeted initiatives to expand the order book, improve
asset utilisation and drive operating leverage as capacity comes online,
supporting faster top-line growth and margin progression over the medium term.
Innovation and platform productivity
The Company will invest selectively in manufacturing technologies,
process-intensification and analytical enhancements designed to improve
yields, cost of goods and product quality across the network.
Financial flexibility
A portion of the net proceeds will be retained to maintain balance sheet
strength and financial flexibility, supporting disciplined execution and the
ability to pursue future strategic initiatives. The Group is fully capitalised
to deliver on its strategy using proceeds from the Placing.
Strategic investments to accelerate top-line growth, accretive to long-term
margins
These strategic investments are expected to be revenue accretive from FY2026,
supporting 25-30% year-on-year revenue growth in 2027 and 2028, ahead of the
Company's prior expectations and ahead of the broader market. 1 FY2026
revenues are expected to be between £220-240 million, representing 35-39%
CAGR for 2023-2026.2
With 2,210 cell and gene therapies in the clinical pipeline worldwide - up
from 2,068 in Q2 20243, the Company remains confident in the cell and gene
sector's strong fundamentals. OXB's expected strong revenue trajectory is
underpinned by growth of preclinical and early-stage clinical programmes, as
well as continued advancement of late-stage programmes among the Group's
clients, which have included recent regulatory milestones and positive
clinical data readouts. Together, these factors are expected to contribute to
above-market growth, stronger profitability and an increased share of the
viral vector market.
FY2025 guidance remains unchanged, with the Group expecting revenue of
£160-170 million (on a constant-currency basis) and operating EBITDA
profitability in the low single-digit £ millions (on a constant-currency
basis).
Management will continue to drive cost discipline. Operating expense increases
associated with strategic investments and increased capacity are limited and
time-bound to qualification and ramp activities, with a focus on margin
expansion as utilisation builds.
Including the additional investment, operating EBITDA margin is expected to
exceed 10% in FY2026 and be at least 20% for FY2027, with long-term potential
to approach c.30% (within a five-to-six year time period) as expanded
capacity, particularly in the US, is utilised.
Capital expenditure, including strategic investments for future growth, is
expected to be approximately £60 million in the aggregate for 2026 and 2027,
split broadly evenly between the two years, with steady state capex of
approximately £20-25 million per year thereafter.
All financial guidance excludes the impact of FX fluctuations.
1 Source: GlobalData and company estimates, cell and gene therapy market for
CDMOs forecasted to grow at 20% in 2027 and 17% in 2028.
2 At the FY2024 preliminary results (9 April 2025), the Group guided to a
three-year revenue CAGR of more than 35% for 2023-2026.
3 Source: American Society of Gene & Cell Therapy (ASGCT) & Citeline,
Q2 2025 Gene, Cell & RNA Therapy Landscape Report, August 2025.
Financial metric Guidance(1)
Revenue 2025: £160 - £170 million
2026: £220 - £240 million
2027: 25%-30% year-on-year growth
2028: 25%-30% year-on-year growth
Operating EBITDA profit 2025: Low single-digit £million
Operating EBITDA margins 2026: >10%
2027: >20%
Long term: ~30% (within 5-6 years)
Capex 2026 and 2027 (in aggregate): ~£60 million, c. £20- £25 million per year
thereafter
1 Excludes the impact of FX fluctuations.
Details of the Placing
Jefferies is acting as global coordinator and joint bookrunner and RBC Capital
Markets is acting as joint bookrunner in respect of the Placing.
The Placing is subject to the terms and conditions set out in Appendix I of
this Announcement.
The Banks will commence the Bookbuilding Process immediately following the
release of this Announcement in respect of the Placing. The price at which the
Placing Shares are to be placed (the "Placing Price") and the number of
Placing Shares will be determined following the close of the Bookbuilding
Process by agreement between the Company and the Banks.
The book will open with immediate effect following this Announcement. The
timing of the closing of the book, pricing and allocations are at the absolute
discretion of the Banks and the Company. Details of the Placing Price and the
number of Placing Shares to be allotted and issued will be announced as soon
as reasonably practicable after the close of the Bookbuilding Process.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the existing ordinary shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid after the date of issue.
Applications will be made to: (i) the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares to listing on the equity shares
(commercial companies) category of the Official List; and (ii) London Stock
Exchange plc for admission of the Placing Shares to trading on its main market
for listed securities (together, "Admission").
Settlement for, and Admission of, the Placing Shares is expected to take place
on or before 8.00 a.m. on 20 August 2025. The Placing is conditional upon,
among other things, Admission becoming effective. The Placing is also
conditional upon the placing agreement between the Company and the Banks (the
"Placing Agreement") becoming unconditional and not being terminated in
accordance with its terms. The Appendices to this Announcement set out further
information relating to the terms and conditions of the Placing.
OXB acknowledges that it is proposing to issue Placing Shares amounting to up
to 20% of its issued ordinary share capital on a non-pre-emptive basis
utilising authorities approved by the Company's shareholders at its Annual
General Meeting held on 11 June 2025. The Company has consulted with its major
institutional shareholders ahead of release of this Announcement, which has
confirmed the Board's view that the Placing is in the best interests of
shareholders.
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. The appendices to this Announcement set out
further information relating to the terms and conditions and additional key
information of the Placing. Unless otherwise stated, capitalised terms in this
Announcement have the meanings ascribed to them in the appendices (which forms
part of this Announcement).
Investors who have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the appendices) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties, agreements, acknowledgements and
undertakings contained in the appendices to this Announcement.
The person responsible for arranging release of this Announcement on behalf of
OXB is Natalie Walter, General Counsel.
Contact details
Jefferies (Global Coordinator and Joint Bookrunner):
T: +44 (0)20 7029 8000
Gil Bar-Nahum / Aditi Venkatram / Sam Barnett
RBC Capital Markets (Joint Bookrunner):
T: +44 (0)20 7653 4000
Thomas Stockman / Kathryn Deegan
OXB:
Sophia Bolhassan, Head of Investor Relations - T: +44 (0) 1865 509 737 / E:
ir@oxb.com (mailto:ir@oxb.com)
ICR Healthcare:
T: +44 (0)20 3709 5700 / E: oxb@icrhealthcare.com
Mary-Jane Elliott / Angela Gray / Davide Salvi
About OXB
OXB (LSE: OXB) is a global quality and innovation-led contract development and
manufacturing organisation (CDMO) in cell and gene therapy with a mission to
enable its clients to deliver life changing therapies to patients around the
world.
One of the original pioneers in cell and gene therapy, OXB has 30 years of
experience in viral vectors; the driving force behind the majority of cell and
gene therapies. OXB collaborates with some of the world's most innovative
pharmaceutical and biotechnology companies, providing viral vector development
and manufacturing expertise in lentivirus, adeno-associated virus (AAV),
adenovirus and other viral vector types. OXB's world-class capabilities range
from early-stage development to commercialisation. These capabilities are
supported by robust quality-assurance systems, analytical methods and depth of
regulatory expertise.
OXB offers a vast number of unique technologies for viral vector
manufacturing, including a 4th generation lentiviral vector system (the
TetraVecta™ system), a dual-plasmid system for AAV production, suspension
and perfusion process using process enhancers and stable producer and
packaging cell lines.
OXB, a FTSE4Good constituent, is headquartered in Oxford, UK. It has
development and manufacturing facilities across Oxfordshire, UK, Lyon and
Strasbourg, France and Bedford MA, US. Learn more at www.OXB.com
(http://www.oxb.com) , and follow us on LinkedIn
(https://www.linkedin.com/company/oxford-biomedica) and YouTube.
(https://www.youtube.com/oxfordbiomedica)
IMPORTANT NOTICES
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), INCLUDING THE APPENDICES AND THE
INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE,
NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
Oxford Biomedica PLC is a company registered in England and Wales with company
number 03252665 and registered office at Windrush Court, Transport Way,
Oxford, OX4 6LT, United Kingdom.
The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other
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 Securities Act and in compliance with the securities laws
of any state or any other jurisdiction of the United States. Accordingly, the
Placing Shares are being offered and sold by the Company only: (i) outside the
United States in "offshore transactions" (as such terms are defined in
Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation
S under the Securities Act and otherwise in accordance with applicable laws;
and (ii) in the United States to a limited number of "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act) ("QIBs"). The
securities referred to herein have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other United States
regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the securities referred to herein. No
public offering of the Placing Shares is being made in the United States.
No action has been taken by the Company, Jefferies International Limited
("Jefferies") or RBC Europe Limited ("RBC Capital Markets") or any of their
respective affiliates, or any of their respective directors, officers,
partners, employees, representatives, advisers or agents (collectively,
"Representatives") that would, or is intended to, permit an offer of the
Placing Shares or possession or distribution of this Announcement or any other
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required.
This Announcement is for information purposes only and does not constitute an
offer to sell or issue, or the solicitation of an offer to buy, acquire,
underwrite or subscribe for or otherwise acquire or dispose of any shares in
the capital of the Company in the United States, Australia, Canada, the
Republic of South Africa, Japan or any other state or jurisdiction in which
such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. The distribution of this
Announcement, and the Placing and/or the offer or sale of the Placing Shares,
may be restricted by law in certain jurisdictions. Persons receiving this
Announcement are required to inform themselves about and to observe any such
restrictions. Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves that it is
lawful to do so. Any failure to comply with these restrictions may constitute
a violation of securities laws of such jurisdictions.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to persons: (a) if
in member states of the European Economic Area (the "EEA"), "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(the "EU Prospectus Regulation") ("Qualified Investors"); or (b) if in the
United Kingdom, "qualified investors" within the meaning of Article 2(e) of
the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are (i) persons who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons
who fall within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom
it may otherwise lawfully be communicated (each such person in (i), (ii) and
(iii) above, a "Relevant Person"). No other person should act or rely on this
Announcement and persons distributing this Announcement must satisfy
themselves that it is lawful to do so. By accepting the terms of this
Announcement, you represent and agree that you are a Relevant Person, if in
the United Kingdom, or a Qualified Investor, if in a member state of the EEA.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons, if in the United Kingdom, or Qualified Investors, if in a
member state of the EEA. Any investment or investment activity to which this
Announcement or the Placing relates is available only to Relevant Persons, if
in the United Kingdom, and Qualified Investors, if in a member state of the
EEA, and will be engaged in only with Relevant Persons, if in the United
Kingdom, and Qualified Investors, if in a member state of the EEA.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such offering document or prospectus is required (in
accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to
be published. This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not intended to
provide the basis for any decision in respect of the Company or other
evaluation of any securities of the Company or any other entity and should not
be considered as a recommendation that any investor should subscribe for,
purchase, otherwise acquire, sell or otherwise dispose of any such securities.
Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial results
are forward-looking statements. Any statements contained in this Announcement
that are not statements of historical fact are, or may be deemed to be,
forward-looking statements. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect", "may", "plan", "project" or words or terms of similar meaning or the
negative thereof, are not guarantees of future performance and are subject to
known and unknown risks and uncertainties. There are a number of factors
including, but not limited to, commercial, operational, economic and financial
factors, that could cause actual results, financial condition, performance or
achievements to differ materially from those expressed or implied by these
forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond the Company's ability to control or estimate
precisely, such as changes in taxation or fiscal policy, future market
conditions, currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other risk factors,
such as changes in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a global, regional
or national basis. Given those risks and uncertainties, readers are cautioned
not to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of this Announcement. Each of the
Company, Jefferies and RBC Capital Markets and their respective affiliates and
Representatives expressly disclaims any obligation or undertaking to update or
revise publicly any forward looking statements, whether as a result of new
information, future events or otherwise unless required to do so by applicable
law or regulation.
In particular, no statement in this Announcement is intended to be a profit
forecast or profit estimate and no statement of a financial metric (including
estimates of EBITDA, profit before tax, free cash flow or net debt) should be
interpreted to mean that any financial metric for the current or future
financial years would necessarily match or exceed the historical published
position of the Company and its subsidiaries. Certain statements in this
Announcement may contain estimates. The estimates set out in this Announcement
have been prepared based on numerous assumptions and forecasts, some of which
are outside of the Company's influence and/or control, and is therefore
inherently uncertain and there can be no guarantee or assurance that it will
be correct. The estimates have not been audited, reviewed, verified or subject
to any procedures by the Company's auditors. Undue reliance should not be
placed on them and there can be no guarantee or assurance that they will be
correct.
Each of Jefferies and RBC Capital Markets are authorised and regulated in the
United Kingdom by the FCA and acting exclusively for the Company and for no
one else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing or any other matter referred to in this Announcement and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
This Announcement is being issued by and is the sole responsibility of the
Company. 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 or on behalf of Jefferies or RBC Capital Markets (apart from the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended (the "FSMA") or the regulatory regime
established thereunder) or their respective affiliates or any of their
Representatives as to, or in relation to, the accuracy, adequacy, fairness or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers or any other statement made or purported to be made by or on behalf
of any of Jefferies or RBC Capital Markets or any of their respective
affiliates or Representatives in connection with the Company, the Placing
Shares or the Placing and any responsibility and liability whether arising in
tort, contract or otherwise therefore is expressly disclaimed. No
representation or warranty, express or implied, is made by Jefferies or RBC
Capital Markets or any of their respective affiliates or Representatives as to
the accuracy, fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
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 Announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to produce a prospectus.
This Announcement is being distributed and communicated to persons in the
United Kingdom only in circumstances in which section 21(1) of the FSMA does
not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the main market for listed
securities of the London Stock Exchange.
In connection with the Placing, each of Jefferies and RBC Capital Markets and
any of their respective affiliates or Representatives, acting as investors for
their own account, may take up a portion of the Placing Shares in the Placing
as a principal position and in that capacity may retain, purchase, sell, offer
to sell for the own accounts or otherwise deal for their own account in such
Placing Shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to Placing
Shares being offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing by, each
of Jefferies and RBC Capital Markets and any of their respective affiliates
and Representatives acting in such capacity. In addition, each of Jefferies
and RBC Capital Markets and any of their respective affiliates or
Representatives may enter into financing arrangements (including swaps,
warrants or contracts for difference) with investors in connection with which
each of Jefferies and RBC Capital Markets and any of their respective
affiliates may from time to time acquire, hold or dispose of shares. Neither
Jefferies nor RBC Capital Markets intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Appendix 1 to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each placee will be deemed to have
read and understood this Announcement (including the Appendices) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in Appendix 1 to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
Appendix 1 to this Announcement.
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.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (a) 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
(b) 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 the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The 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, each of
Jefferies and RBC Capital Markets will only procure investors for the Placing
Shares 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 COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own UK target market assessment in respect of
the Placing Shares and determining appropriate distribution channels.
EACH OF THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES
EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE
ANY STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED
OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
Appendix 1
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 THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS 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: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (B) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (B)
ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE EITHER A
QUALIFIED INVESTOR OR A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT QUALIFIED INVESTORS IN THE EEA AND RELEVANT PERSONS IN THE UNITED
KINGDOM. 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: (I) IN ANY MEMBER STATE OF THE EEA, TO
QUALIFIED INVESTORS; AND (II) IN THE UNITED KINGDOM, TO RELEVANT PERSONS, AND
WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED
ON OR RELIED ON (I) IN ANY MEMBER OF STATE OF THE EEA, BY PERSONS WHO ARE NOT
QUALIFIED INVESTORS; OR (II) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR
SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE:
(A) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND
PURSUANT TO REGULATION S UNDER THE SECURITIES ACT; AND (B) IN THE UNITED
STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL
BUYERS" PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM,
THE UNITED STATES, ANY RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix 2.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, any Restricted Territory (as defined
below) or in any jurisdiction where such offer or solicitation is unlawful.
No public offering of securities will be made in connection with the Placing
in the United Kingdom, the United States, any Restricted Territory or
elsewhere.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, the Republic of South Africa or Japan (each a
"Restricted Territory") or in any jurisdiction in which such publication or
distribution is unlawful. The distribution of this Announcement and the
Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company or by Jefferies International Limited ("Jefferies") or RBC Europe
Limited ("RBC Capital Markets" and together with Jefferies, the "Joint
Bookrunners") or any of their respective Affiliates or Representatives which
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any such action. Persons into whose possession this
Announcement comes are required by the Company and the Joint Bookrunners to
inform themselves about, and to observe, any such restrictions. Failure to
comply with this directive may result in a violation of the Securities Act or
the applicable laws of other jurisdictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA")
does not apply.
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission, any State securities commission or
any 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.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
This Announcement has been issued by, and is the sole responsibility of, the
Company. 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 either Bookrunner or any of their respective Affiliates or
Representatives 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 party or its advisers, and any liability therefore
is expressly disclaimed.
Each of Jefferies and RBC Capital Markets are acting exclusively for the
Company and no one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than the Company
for providing the protections afforded to their clients nor for providing
advice in relation to the Placing and/or any other matter referred to in this
Announcement.
None of the Company or the Joint Bookrunners or their respective Affiliates or
Representatives makes any representation or warranty, express or implied to
any Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee should
consult its own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for and
acquire Placing Shares has been given will: (i) be deemed to have read and
understood this Announcement, in its entirety; and (ii) be making such offer
on the terms and conditions contained in this Appendix, including being deemed
to be providing (and shall only be permitted to participate in the Placing on
the basis that they have provided) the representations, warranties,
acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants and acknowledges that:
a) if it is in a member state of the EEA, it is a Qualified Investor and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
b) if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
c) it is and, at the time the Placing Shares are acquired, will be:
(i) outside the United States and is acquiring the Placing Shares in an
"offshore transaction" in accordance with Rule 903 of Regulation S under the
Securities Act ("Regulation S"); or (ii) (a) a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act that has executed and
delivered, or will execute and deliver, a US Investor Letter, and (b)
subscribing for the Placing Shares pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the Securities
Act, acknowledging that the Placing Shares have not been, and will not be,
registered under the Securities Act or with any state or other jurisdiction of
the United States;
d) if acquiring the Shares for the account of one or more other persons,
it has full power and authority to make the representations, warranties,
agreements and acknowledgements herein on behalf of each such account;
e) if it is a financial intermediary, as that term is used in
Article 5(l) of the EU Prospectus Regulation and the UK Prospectus
Regulation, that it understands the resale and transfer restrictions set out
in this Appendix and that any 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
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA to Qualified
Investors or in the United Kingdom to Relevant Persons, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to each such
proposed offer or resale; and
f) the Company and each of the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
No representation is made by any of the Joint Bookrunners to any Placees
regarding an investment in the Placing Shares.
Defined terms used in this Appendix 1 are set out in Appendix 2.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
1. Bookbuild
Following this Announcement, the Joint Bookrunners will commence a
bookbuilding process in respect of the Placing (the "Bookbuilding Process")
to determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The book will open with immediate effect. Members of the public
are not entitled to participate in the Placing. This Appendix gives details
of the terms and conditions of, and the mechanics of participation in, the
Placing.
2. Details of the Placing Agreement and of the Placing Shares
2.1 The Joint Bookrunners are acting as joint bookrunners in
connection with the Placing. The Joint Bookrunners have entered into an
agreement with the Company (the "Placing Agreement") under which, subject to
the conditions set out therein, the Joint Bookrunners have agreed, severally
and not jointly or jointly and severally, to use their respective reasonable
endeavours to procure Placees for the Placing Shares at such price, if any, as
may be determined by the Company and the Joint Bookrunners following
completion of the Bookbuilding Process and set out in the executed placing
terms (the "Placing Terms") and, to the extent that any Placee defaults in
paying the Placing Price (as defined below) in respect of any of the Placing
Shares allocated to it, each of the Joint Bookrunners has agreed, severally
and not jointly or jointly and severally, to subscribe for such Placing Shares
at the Placing Price.
2.2 The price per Ordinary Share at which the Placing Shares are
to be placed (the "Placing Price") and the final number of Placing Shares will
be decided at the close of the Bookbuilding Process following the execution of
the Placing Terms by the Company and the Joint Bookrunners. The timing of
the closing of the book, pricing and allocations are at the discretion of the
Company and the Joint Bookrunners. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable after the
close of the Bookbuilding Process.
2.3 The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue. The Placing Shares will be issued
free of any encumbrances, liens or other security interests.
3. Application for admission to trading
The Company will apply to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to the equity shares (commercial companies)
category of the Official List of the FCA (the "Official List") and to London
Stock Exchange plc (the "London Stock Exchange") for admission to trading of
the Placing Shares on its Main Market for listed securities (together,
"Admission"). It is expected that Admission will become effective at or
around 8.00 a.m. on 20 August 2025 (or such later time or date as may be
agreed by the Company and the Joint Bookrunners) and that dealings in the
Placing Shares will commence at that time.
4. Participation in, and principal terms of, the Placing
4.1 The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as agents of the Company.
Participation will only be available to persons who may lawfully be, and are,
invited to participate by either of the Joint Bookrunners. Each of the Joint
Bookrunners and their respective Affiliates are entitled to enter bids as
principal in the Bookbuilding Process.
4.2 The Bookbuilding Process, if successful, will establish the
Placing Price payable to the Joint Bookrunners by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be raised
through the Placing will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuilding Process. The Placing Price
will be announced on a Regulatory Information Service following the completion
of the Bookbuilding Process.
4.3 To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or in writing to their usual sales contact
at either of the Joint Bookrunners. Each bid should state the number of
Placing Shares which the prospective Placee wishes to acquire either at the
Placing Price which is ultimately established by the Company and the Joint
Bookrunners or at prices up to a price limit specified in its bid. Bids may
be scaled down by the Joint Bookrunners on the basis referred to in
paragraph 4.6 below.
4.4 The Bookbuilding Process is expected to close no later than
7:00 a.m. (London time) on 15 August 2025 but may be closed earlier or later,
at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuilding Process has closed.
4.5 Each Placee's allocation will be confirmed to Placees orally
or in writing by the relevant Bookrunner following the close of the
Bookbuilding Process, and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Subject to
paragraph 4.7. below, the relevant Bookrunner's oral or written confirmation
to such Placee will constitute an irrevocable legally binding commitment upon
such person (who will at that point become a Placee) in favour of such
Bookrunner and the Company, under which such Placee agrees to acquire the
number of Placing Shares allocated to it and to pay the relevant Placing Price
on the terms and conditions set out in this Appendix and in accordance with
the Company's corporate documents.
4.6 Subject to paragraphs 4.2 and 4.3 above, the Joint
Bookrunners will, in effecting the Placing, agree with the Company the
identity of the Placees and the basis of allocation of the Placing Shares and
may scale down any bids for this purpose on such basis as it may determine.
The Joint Bookrunners may also, notwithstanding
paragraphs 4.2 and 4.3 above and subject to the prior consent of the
Company: (i) allocate Placing Shares after the time of any initial allocation
to any person submitting a bid after that time; and (ii) allocate Placing
Shares after the Bookbuilding Process has closed to any person submitting a
bid after that time. The acceptance of offers shall be at the absolute
discretion of the Joint Bookrunners.
4.7 A bid in the Bookbuilding Process 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 relevant
Bookrunner's consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the relevant Bookrunner,
to pay it (or as it may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares that such Placee
has agreed to acquire. Each Placee's obligations will be owed to the relevant
Bookrunner.
4.8 Except as required by law or regulation, no press release or
other announcement will be made by either of the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written consent.
4.9 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
4.10 All obligations under the Bookbuilding Process and 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 "Termination of the
Placing Agreement".
4.11 By participating in the Bookbuilding Process, 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 after confirmation (oral or otherwise)
by a Bookrunner.
4.12 To the fullest extent permissible by law, none of the Joint
Bookrunners, the Company or any of their respective Affiliates or
Representatives 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 Joint Bookrunners, nor the Company, nor any of their
respective Affiliates or Representatives shall have any responsibility or
liability (including to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners' conduct of the Bookbuilding Process or of
such alternative method of effecting the Placing as the Joint Bookrunners,
their respective Affiliates and the Company may agree.
5. Conditions of the Placing
5.1 The Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing Agreement are
conditional on certain conditions, including:
(a) the release of this Announcement on execution of the Placing
Agreement;
(b) the Terms of Placing having been executed and delivered by
the Company and the Joint Bookrunners;
(c) publication by the Company of the results of the Placing on
a Regulatory Information Service as soon as possible following the execution
of the Terms of Placing;
(d) none of the Warranties contained in the Placing Agreement,
when given, being untrue or inaccurate or misleading or becoming untrue or
inaccurate or misleading in each case by reference to the facts and
circumstances from time to time subsisting;
(e) in the opinion of the Joint Bookrunners (acting jointly and
in good faith), there not having been any Material Adverse Effect at any time
prior to Admission, whether or not foreseeable at the date of the Placing
Agreement;
(f) the Company not being in breach of any of its obligations
and undertakings under the Placing Agreement which fall to be performed prior
to Admission, save for any breach which is not, in the opinion of the Joint
Bookrunners (acting jointly and in good faith), material in the context of the
Company, the Group, the Placing and/or Admission;
(g) certain documents as referred to in the Placing Agreement
having been delivered in accordance with and at the times specified therein;
(h) the Company allotting, subject only to Admission and the
Placing Agreement not having been terminated prior to Admission, the Placing
Shares to the relevant Placees or to the Joint Bookrunners, as the case may
be; and
(i) Admission taking place by no later than 8:00 a.m. on the
Closing Date (or such later time or date as the Company and the Joint
Bookrunners may agree in writing).
5.2 If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or (where
applicable in accordance with the Placing Agreement) waived by the Joint
Bookrunners by the relevant time or date specified (or such later time or date
as the Company and the Joint Bookrunners may agree); or (ii) the Placing
Agreement is terminated in the circumstances specified below, the Placing will
lapse 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 in respect thereof.
5.3 The Joint Bookrunners may, at their discretion waive
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement save that
the conditions described above at (a), (c), (h) and (i) may not be waived. Any
such extension or waiver will not affect Placees' commitments as set out in
this Announcement.
5.4 Neither of the Joint Bookrunners shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision it 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 Joint Bookrunners.
5.5 By participating in the Bookbuilding Process, each Placee
agrees that its rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing Agreement"
below, and will not be capable of rescission or termination by the Placee.
6. Termination of the Placing Agreement
6.1 Each of the Joint Bookrunners are entitled, at any time on
or before Admission, to terminate the Placing Agreement in accordance with its
terms in certain circumstances, including, inter alia, if: (i) there has
been a breach by the Company of any of the obligations, undertakings or
covenants contained in the Placing Agreement, or any statement in the Placing
documents is or has become untrue, inaccurate or misleading, or any matter has
arisen which would constitute an omission from such document or any of them,
in each case which the Joint Bookrunners consider (acting jointly and in good
faith) to be (singly or in the aggregate) material in the context of the
Company, the Group, the Placing or Admission; (ii) there is a breach of any of
the warranties under the Placing Agreement when given, or any of the
warranties when given is not, or has ceased to be, true, accurate and not
misleading; (iii) Admission does not occur by 8:00 a.m. on the Closing Date,
or on such later date as may be agreed between the Company and the Joint
Bookrunners; (iv) any application for Admission is withdrawn or refused by the
FCA or the London Stock Exchange (as applicable); (v) in the good faith
opinion of the Joint Bookrunners (acting jointly and in good faith), there has
been a Material Adverse Effect (whether or not foreseeable at the date of the
Placing Agreement); (vi) there has occurred a material adverse change in any
major financial market in the United States, the United Kingdom, any member of
the European Union or in other international financial markets, where the
Joint Bookrunners consider (acting jointly and in good faith) is such as to
make it impracticable or inadvisable to proceed with the Placing; (vii) if
admission to listing and trading of the Ordinary Shares on the London Stock
Exchange has been withdrawn, or trading in any securities of the Company has
been suspended or limited by the London Stock Exchange or any exchange or over
the counter market, or if trading generally on the London Stock Exchange, the
New York Stock Exchange or any other major financial market has been suspended
or limited, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by any of such exchanges or by
such system or by order of any governmental authority, or a material
disruption has occurred in commercial banking or securities settlement or
clearance services in the United Kingdom, the United States or any member of
the European Union; (viii) a banking moratorium has been declared by the
United Kingdom, the United States, a member of the European Union, or New York
authorities; or (ix) in the opinion of the Joint Bookrunners (acting jointly
and in good faith), since the date of this agreement there has occurred a
material adverse change, or a material adverse change has been publicly
announced, in United Kingdom taxation affecting the Ordinary Shares or the
transfer thereof or exchange controls have been imposed by the United Kingdom,
the United States or a member of the European Union.
6.2 By participating in the Placing, Placees agree that the
exercise by the Joint Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Company or the Joint Bookrunners or for agreement between the Company
and the Joint Bookrunners (as the case may be) and that neither the Company
nor the Joint Bookrunners need make any reference to, or consultation with,
Placees and that neither they nor any of their respective Affiliates or
Representatives shall have any liability to Placees whatsoever in connection
with any such exercise.
7. No prospectus
7.1 No offering document, prospectus or admission document has
been or will be prepared or submitted to be approved by the FCA (or any other
authority) or submitted to the London Stock Exchange or in any other
jurisdiction in relation to the Placing or Admission and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be published in
the United Kingdom or any equivalent document in any other jurisdiction.
7.2 Placees' commitments will be made solely on the basis of
publicly available information taken together with the information contained
in this Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously with or
prior to the date of this Announcement and subject to the further terms set
forth in the trade confirmation or contract note to be provided to individual
prospective Placees.
7.3 Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Joint Bookrunners and the
Company that it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the Company
(other than publicly available information) or the Joint Bookrunners or their
respective Affiliates or Representatives or any other person and neither of
the Joint Bookrunners or the Company, or any of their respective Affiliates or
Representatives or any other person will be liable for any Placee's decision
to participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges 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. Nothing in this
paragraph shall exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
8. Lock‑up
8.1 The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 180 calendar days after the
Closing Date, it will not, without the prior written consent of the Joint
Bookrunners enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain carve‑outs agreed between the Joint
Bookrunners and the Company.
8.2 By participating in the Placing, Placees agree that the
exercise by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise be subject
to the lock‑up under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and that they need not make any reference
to, or consultation with, Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise of the power to grant
consent.
9. Registration and settlement
9.1 Settlement of transactions in the Placing Shares (ISIN:
GB00BDFBVT43) following Admission will take place within the relevant system
administered by Euroclear ("CREST"), using the delivery versus payment
mechanism, subject to certain exceptions. Subject to certain exceptions, the
Joint Bookrunners and the Company reserve the right to require settlement for,
and delivery of, the Placing Shares to Placees by such other means that they
deem necessary if delivery or settlement is not practicable in CREST within
the timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
9.2 Following the close of the Bookbuilding Process for the
Placing, each Placee to be allocated Placing Shares in the Placing will be
sent a trade confirmation or contract note in accordance with the standing
arrangements in place with the relevant Bookrunner stating the number of
Placing Shares allocated to them at the Placing Price, the aggregate amount
owed by such Placee to the Joint Bookrunners and settlement instructions.
9.3 Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions that it has in place
with the relevant Bookrunner.
9.4 The Company will deliver the Placing Shares to a CREST
account operated by Jefferies as agent for the Company and Jefferies will
enter its delivery (DEL) instruction into the CREST system. Jefferies will
hold any Placing Shares delivered to this account as nominee for the Placees.
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.
9.5 It is expected that settlement will be on 20 August 2025 on
a T+3 basis(1) in accordance with the instructions given to the Joint
Bookrunners.
9.6 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out above at
the rate of two percentage points above SONIA as determined by the Joint
Bookrunners.
9.7 Each Placee agrees that, if it does not comply with these
obligations, the Joint Bookrunners 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 Company's account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by it and
shall be required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary or other
similar impost, duty or tax (together with any interest or penalties) which
may arise upon the sale of such Placing Shares on such Placee's behalf.
9.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation or
contract note is copied and delivered immediately to the relevant person
within that organisation. Insofar as Placing Shares are registered 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 to as provided below, be so registered free
from any liability to UK stamp duty or UK stamp duty reserve tax. If there are
any circumstances in which any other stamp duty or stamp duty reserve tax
(and/or any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the Placing Shares
(or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement to transfer
Placing Shares), neither the Joint Bookrunners nor the Company shall be
responsible for the payment thereof.
(1) Settlement timetable to be confirmed.
10. Representations and warranties
10.1 By submitting a bid and/or participating in the Placing each
prospective 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 Joint Bookrunners (in their capacity as joint
bookrunners and as placing agents of the Company in respect of the Placing)
and the Company, in each case as a fundamental term of its application for
Placing Shares, the following:
(a) that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for and purchase of
Placing Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement and that 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 Admission, the
Bookbuilding Process, the Placing, the Company, the Placing Shares or
otherwise;
(b) that no offering document or prospectus or admission
document has been or will be prepared in connection with the Placing or is
required under the EU Prospectus Regulation or UK Prospectus Regulation and it
has not received and will not receive a prospectus, admission document or
other offering document in connection with the Bookbuilding Process, the
Placing or the Placing Shares;
(c) that the Placing does not constitute a recommendation or
financial product advice and the Joint Bookrunners have not had regard to its
particular objectives, financial situation and needs;
(d) that the Ordinary Shares are admitted to the equity shares
(commercial companies) category of the Official List of the FCA and to trading
on the London Stock Exchange's main market for listed securities and that the
Company is therefore required to publish certain business and financial
information in accordance with UK MAR and the rules and practices of the
London Stock Exchange and/or the FCA (collectively, the "Exchange
Information"), 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 similar statements for preceding financial years and that it has
reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information;
(e) that neither of the Joint Bookrunners, nor the Company nor
any of their respective Affiliates or Representatives nor any person acting on
behalf of any of them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the Bookbuilding
Process, the Placing or the Company or any other person other than this
Announcement or the Exchange Information, nor has it requested either of the
Joint Bookrunners, the Company, or any of their respective Affiliates or
Representatives nor any person acting on behalf of any of them to provide it
with any such material or information;
(f) unless otherwise specifically agreed with the Joint
Bookrunners, that they are not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares will be, a
resident of a Restricted Territory or any other jurisdiction in which it would
be unlawful to make or accept an offer to acquire the Placing Shares, and
further acknowledges that the Placing Shares have not been and will not be
registered or otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of the United
States, the United Kingdom or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those jurisdictions or in any
country or jurisdiction where any such action for that purpose is required;
(g) that the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Joint Bookrunners or any
of their respective Affiliates or Representatives nor any person acting on
their behalf has or shall have any responsibility or 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 Exchange Information, and will not
be liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company 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 acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other information
given or investigations, representations, warranties or statements made by the
Joint Bookrunners or the Company and neither of the Joint Bookrunners nor the
Company will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing and that
neither of the Joint Bookrunners nor any of their respective Affiliates or
Representatives have made any representations to it, express or implied, with
respect to the Company, the Bookbuilding Process, the Placing and the Placing
Shares or the accuracy, completeness or adequacy of the Exchange Information,
and each of them expressly disclaims any liability in respect thereof;
(h) that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint Bookrunners,
any of their respective Affiliates or Representatives or any person acting on
the Joint Bookrunners', or any of their respective Affiliates' or
Representatives' behalf and understands that (i) neither of the Joint
Bookrunners nor any of their respective Affiliates or Representatives nor any
person acting on their behalf has or shall have any liability for public
information or any representation; (ii) neither of the Joint Bookrunners nor
any of their respective Affiliates or Representatives nor any person acting on
their behalf has or shall have any liability for any additional information
that has otherwise been made available to such Placee, whether at the date of
publication, the date of this document or otherwise; and that (iii) neither
of the Joint Bookrunners nor any of their respective Affiliates or
Representatives nor any person acting on their behalf makes any representation
or warranty, express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of this
Announcement or otherwise;
(i) that 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 liability under any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depositary receipts and clearance services) and that it
is not participating in the Placing as nominee or agent for any person to whom
the allocation, allotment, issue or delivery of the Placing Shares would give
rise to such a liability 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;
(j) that no action has been or will be taken by the Company,
the Joint Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
(k) that it and any person acting on its behalf is entitled to
acquire the 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 the Joint Bookrunners, the Company or any of their
respective Affiliates or Representatives acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Placing;
(l) that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its 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 Announcement)
and will honour such obligations;
(m) that it has complied with its obligations under the Criminal
Justice Act 1993, UK MAR, any delegating acts, implementing acts, technical
standards and guidelines thereunder, and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000, the Anti‑Terrorism Crime and Security Act 2001,
the Terrorism Act 2006, the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules, regulations
or guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (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. If within a reasonable time after a request for verification of
identity, the Joint Bookrunners have not received such satisfactory evidence,
the Joint Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered by the
Placee to the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were originally
debited;
(n) that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly authorised
to do so and has full power to make, and does make, the acknowledgments,
representations and agreements herein on behalf of each such person; and
(ii) it is and will remain liable to the Joint Bookrunners and the Company
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);
(o) if it is in a member state of the EEA, that it is a
Qualified Investor and undertakes that it will subscribe for, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business only;
(p) if it is in the United Kingdom, that it is a Relevant Person
and undertakes that it will subscribe for, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business only;
(q) that it understands that any investment or investment
activity to which this Announcement relates is available only to, in the
United Kingdom, Relevant Persons, and in any member state of the EEA,
Qualified Investors, and will be engaged in only with such persons, and
further understands that this Announcement must not be acted on or relied on
by persons who are not, in the United Kingdom, Relevant Persons and, in any
member state of the EEA, Qualified Investors;
(r) that it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Placing, in or into the United
States or any other Restricted Territory (including electronic copies thereof)
to any person, and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
(s) where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is authorised
in writing by each managed account to acquire the Placing Shares for each
managed account and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
(t) that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing Shares is
in full compliance with applicable laws and regulations;
(u) if it is acting as a financial intermediary, as that term is
used in Article 5(l) of the EU Prospectus Regulation and Article 5(l) of the
UK Prospectus Regulation, that the Placing Shares acquired for by it in the
Placing will not be acquired for on a non‑discretionary basis on behalf of,
nor will they be acquired for with a view to their offer or resale to, persons
in a member state of the EEA other than Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the proposed offer or
resale;
(v) that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA prior to Admission
except to Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus Regulation;
(w) that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are Relevant Persons and represents,
warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom prior to Admission
except to Relevant Persons or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in the United
Kingdom within the meaning of the UK Prospectus Regulation and section 85(1)
of the FSMA;
(x) 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 the FSMA) relating to the Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and agrees that this Announcement has not been approved by
either of the Joint Bookrunners in their respective capacity as an authorised
person under section 21 of the FSMA and it may not therefore be subject to
the controls which would apply if it was made or approved as financial
promotion by an authorised person;
(y) that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect to anything
done by it in relation to the Placing Shares;
(z) that if it has received any inside information about the
Company in advance of the Placing, it has not: (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to any person
except as permitted by the UK MAR, prior to the information being made
publicly available;
(aa) that: (i) it (and any person acting on its behalf) has the
funds available to pay for, and has capacity and authority and is otherwise
entitled to purchase the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue, transfer or
other taxes due in connection with its participation in any territory;
(iii) it has not taken any action which will or may result in the Company,
the Joint Bookrunners, any of their Affiliates or Representatives or any
person acting on their behalf being in breach of the legal and/or regulatory
requirements and/or any anti‑money laundering requirements of any territory
in connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its behalf will
be in compliance with applicable laws and regulations in the jurisdiction of
its residence, the residence of the Company, or otherwise;
(bb) that it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this Announcement on
the due time and date set out herein against delivery of such Placing Shares
to it, failing which the relevant Placing Shares may be placed with other
Placees or sold as the Joint Bookrunners may in their absolute discretion
determine and without liability to such Placee. It will, however, remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) due pursuant
to the terms set out or referred to in this Announcement which may arise upon
the sale of such Placee's Placing Shares on its behalf;
(cc) that its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares to which it will be entitled, and required,
to acquire, and that the Joint Bookrunners or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
(dd) that neither of the Joint Bookrunners nor any of their
respective Affiliates or Representatives nor any person acting on their
behalf, is making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in connection with
the Placing and that participation in the Placing is on the basis that it is
not and will not be a client of the Joint Bookrunners and that the Joint
Bookrunners do not have any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of the Joint Bookrunners' rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
(ee) that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as the case
may be. Neither of the Joint Bookrunners nor the Company nor any of their
respective Affiliates or Representatives will be responsible for any liability
to stamp duty or stamp duty reserve tax or other similar duties or taxes
(together with any interest or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to indemnify each of the Joint Bookrunners, the Company and any of
their respective Affiliates or Representatives in respect of the same on an
after‑tax basis on the basis that the 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;
(ff) 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 subjects (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, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Joint Bookrunners or the Company 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;
(gg) that each of the Joint Bookrunners, the Company and their
respective Affiliates or Representatives and others will rely upon the truth
and accuracy of the representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of the Joint
Bookrunners on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Joint Bookrunners and
the Company 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;
(hh) that it will indemnify on an after‑tax basis and hold each
of the Joint Bookrunners, the Company and their respective Affiliates or
Representatives and any person acting on their behalf harmless from any and
all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection with any
breach by it 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 Placing;
(ii) that it irrevocably appoints any director or authorised
signatories of the Joint Bookrunners as its agent for the purposes of
executing and delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
(jj) a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the transaction and securities will
be fully distributed by the Joint Bookrunners;
(kk) that its commitment to acquire Placing Shares on the terms
set out herein and in the trade confirmation or contract note 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
Joint Bookrunners' conduct of the Placing;
(ll) that in making any decision to acquire the Placing
Shares: (i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares, (ii) 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 Placing, (iii) it has relied on its own examination,
due diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of the
Placing, including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the Joint Bookrunners,
(iv) it has had sufficient time and access to information to consider and
conduct its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment and
has so conducted its own investigation to the extent it deems necessary to
enable it to make an informed decision with respect to making an investment in
the Placing Shares, (v) it is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk and (vi) it will not
look to the Company, the Joint Bookrunners, any of their respective Affiliates
or Representatives or any person acting on their behalf for all or part of any
such loss or losses it or they may suffer;
(mm) that neither of the Joint Bookrunners nor the Company owe any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement;
(nn) that it may not rely on any investigation that the Joint
Bookrunners or any person acting on their behalf may or may not have conducted
with respect to the Company and its Affiliates or the Placing and the Joint
Bookrunners have not made any representation or warranty to it, express or
implied, with respect to the merits of the Placing, the subscription for or
purchase of the Placing Shares, or as to the condition, financial or
otherwise, of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any investment or
other recommendation to it to acquire the Placing Shares. It acknowledges and
agrees that no information has been prepared by, or is the responsibility of,
the Joint Bookrunners for the purposes of this Placing;
(oo) that it will not hold either of the Joint Bookrunners or any of
their respective Affiliates or Representatives or any person acting on their
behalf responsible or liable for any misstatements in or omission from any
publicly available information relating to the Group or information made
available (whether in written or oral form) relating to the Group
(the "Information") and that neither of the Joint Bookrunners nor any person
acting on behalf of the Joint Bookrunners makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such Information or accepts any responsibility for any of such Information;
(pp) that in connection with the Placing, the Joint Bookrunners and
any of their respective Affiliates acting as an investor for its own account
may take up shares in the Company and in that capacity may retain, purchase or
sell for its own account such 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 Placing. Accordingly,
references in this Announcement to shares being issued, offered or placed
should be read as including any issue, offering or placement of such shares in
the Company to the Joint Bookrunners and any of their respective Affiliates
acting in such capacity. In addition, the Joint Bookrunners may enter into
financing arrangements and swaps with investors in connection with which the
Joint Bookrunners may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither of the Joint
Bookrunners nor any of their respective Affiliates intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so;
(qq) that the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be prepared in respect of any of the Placing Shares
under the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. The Placing Shares have not been registered
or otherwise qualified for offer and sale nor will a prospectus be cleared or
approved in respect of the Placing Shares under the securities laws of
Australia, Canada, the Republic of South Africa or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within the United States, Australia,
Canada, the Republic of South Africa or Japan or in any country or
jurisdiction where any action for that purpose is required;
(rr) that it understands and acknowledges that the Placing
Shares are being offered and sold by the Company (a) outside the United States
in offshore transactions as defined in, and pursuant to, Regulation S; and (b)
in the United States only to persons reasonably believed to be QIBs in
transactions pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. It and the
prospective beneficial owner of the Placing Shares is, and at the time the
Placing Shares are acquired will be, either: (i) outside the United States and
is and will be acquiring the Placing Shares in an "offshore transaction" as
defined in, and pursuant to, Regulation S; or (ii) (a) a QIB that has executed
and delivered, or will execute or deliver, and agrees to be bound to the terms
of, the US Investor Letter, and (b) acquiring the Placing Shares pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act, acknowledging that the Placing Shares
have not been, and will not be, registered under the Securities Act or with
any state or other jurisdiction of the United States. With respect to (ii)
above, a potential Placee is subscribing for the Placing Shares for its own
account or for one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, for investment purposes only
and not with a view to any distribution or for resale in connection with the
distribution thereof in whole or in part, in the United States, and it has
full power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of each such
account;
(ss) that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising (within the
meaning of Rule 502(c) of Regulation D under the Securities Act) or any form
of directed selling efforts (as defined in Regulation S);
(tt) the Placing Shares offered and sold in the United States
are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act and for so long as the Placing Shares are "restricted
securities", it will not deposit such shares in any unrestricted depositary
facility established or maintained by any depositary bank and it agrees to
notify any transferee to whom it subsequently reoffers, resells, pledges or
otherwise transfers the Placing Shares of the foregoing restrictions on
transfer;
(uu) it will not directly or indirectly offer, reoffer, resell,
transfer, assign, pledge or otherwise dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S; (b) to a person that it or any person acting on its behalf
reasonably believes is a QIB, purchasing for its own account or for the
account of a QIB in a transaction meeting the requirements of Rule 144A; (c)
pursuant to the exemption from registration under the Securities Act provided
by Rule 144 thereunder (if available); (d) pursuant to an effective
registration statement under the Securities Act and, if the Company shall so
require, subject to delivery to the Company of an opinion of counsel (and such
other evidence as the Company may reasonably require) that such transfer or
sale is in compliance with the Securities Act; or (e) to the Company, in each
case in accordance with any applicable securities laws of any State or other
jurisdiction of the United States, in each case in accordance with any
applicable securities laws of any state or other jurisdiction of the United
States; and that that it will notify any transferee to whom it subsequently
reoffers, resells, pledges or otherwise transfers the Placing Shares of the
foregoing restrictions on transfer; and
(vv) no representation has been made as to the availability of the
exemption provided by Rule 144 or any other exemption under the Securities Act
for the reoffer, resale, pledge or transfer of the Placing Shares.
10.2 The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the benefit of the
Company as well as each of the Joint Bookrunners (for their own benefit and,
where relevant, the benefit of their respective Affiliates and Representatives
and any person acting on their behalf) and are irrevocable. Each Placee, and
any person acting on behalf of a Placee, acknowledges that neither of the
Joint Bookrunners nor the Company owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
10.3 Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting as nominee
or agent) free of UK stamp duty and UK 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 Placing Shares in question. None
of the Company, the Joint Bookrunners or any of their respective Affiliates or
Representatives will be responsible for any UK stamp duty or UK stamp duty
reserve tax (including any interest and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
10.4 Such agreement is subject to the representations, warranties
and further terms above and also assumes, and is based on a warranty from each
Placee, 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. Neither the Joint Bookrunners, the Company
nor any of their respective Affiliates or Representatives are liable to bear
any stamp duty or stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise: (i) if there are any such arrangements (or if
any such arrangements arise subsequent to the acquisition by Placees of
Placing Shares); or (ii) on a sale of Placing Shares; or (iii) for transfer
taxes arising otherwise than under the laws of the United Kingdom. Each Placee
to whom (or on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such transfer
taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify
on an after‑tax basis and hold the Joint Bookrunners and/or the Company and
their respective Affiliates and Representatives harmless from any such
transfer taxes, and all interest, fines or penalties in relation to such
transfer taxes. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises.
10.5 Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either of the Joint Bookrunners or any of their
respective Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares. Each Placee
acknowledges and is aware that the Joint Bookrunners are receiving a fee in
connection with their role in respect of the Placing as detailed in the
Placing Agreement.
10.6 When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account with either
of the Joint Bookrunners 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 the 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 the Joint Bookrunners money in accordance with the client money rules and
will be used by the Joint Bookrunners in the course of its own business; and
the Placee will rank only as a general creditor of the Joint Bookrunners.
10.7 All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in its absolute discretion). The Joint
Bookrunners shall notify the Placees and any person acting on behalf of the
Placees of any changes.
10.8 Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
10.9 The rights and remedies of the Joint Bookrunners and the
Company under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of others.
10.10 Time is of the essence as regards each Placee's obligations under
this Appendix.
10.11 Any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to the Joint Bookrunners.
10.12 Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(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.
Appendix 2
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" means admission of the Placing Shares to the equity shares
(commercial companies) category of the Official List and to trading on the
London Stock Exchange's main market for listed securities;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the
Securities Act or Rule 405 under the Securities Act, as applicable and, in
the case of the Company, includes its subsidiary undertakings;
"Announcement" means this announcement (including its Appendices);
"Bookbuilding Process" means the bookbuilding process to be commenced by the
Joint Bookrunners 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 this Announcement and the Placing Agreement;
"Business Day" means a day (excluding Saturdays, Sundays and public holidays)
on which the commercial banks are open for business in London;
"Closing Date" means the day on which the transactions effected in connection
with the Placing will be settled, expected to be three Business Days after the
date on which the Pricing Announcement is released and no later than 20 August
2025, and as specified in the executed Placing Terms (or such other date as
the Company and the Joint Bookrunners may agree);
"Company" means Oxford Biomedica PLC;
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
"DTRs" means the Disclosure Guidance and Transparency Rules made by the FCA
pursuant to Part VI of the FSMA;
"EU Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;
"Euroclear" means Euroclear UK & International Limited, a company
incorporated under the laws of England and Wales;
"FCA or Financial Conduct Authority" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Group" means the Company and its subsidiary undertakings from time to time
and each of them as the context requires;
"Jefferies" means Jefferies International Limited;
"Joint Bookrunners" means Jefferies and RBC Capital Markets, each a
"Bookrunner";
"LSE or London Stock Exchange" means London Stock Exchange plc;
"Material Adverse Effect" means a material adverse effect or change in, or
any development reasonably likely to result in a material adverse change in or
affecting, the condition (financial, operational, legal or otherwise) or the
trading position, earnings, management, results of operations, business
affairs or business prospects of the Group taken as a whole, whether or not
arising in the ordinary course of business and whether or not foreseeable at
the date of this agreement;
"Ordinary Share" means an ordinary share of 50 pence in the capital of the
Company;
"Placee" means any person (including individuals, funds or otherwise) by whom
or on whose behalf a commitment to subscribe for Placing Shares at the Placing
Price, as procured by the Joint Bookrunners on the terms and subject to the
conditions of the Placing Agreement and this Announcement has been given;
"Placing" means the allotment and issue of the Placing Shares new Ordinary
Shares by way of a placing of the Placing Shares pursuant to the terms and
conditions of the Placing Agreement and the Placing Terms;
"Placing Agreement" has the meaning given to it in Appendix 1 to this
Announcement;
"Placing Price" means the price per Ordinary Share as may be agreed between
the Joint Bookrunners and the Company, and as may be specified in the executed
Placing Terms;
"Placing Shares" means the new Ordinary Shares of 50 pence each to be issued
pursuant to the Placing;
"Placing Terms" has the meaning given to it in Appendix 1 to this
Announcement;
"PRA or Prudential Regulation Authority" means the UK Prudential Regulation
Authority;
"Pricing Announcement" means the announcement published by the Company giving
details of, amongst other things, the result of the Placing, the Placing Price
and the number of Placing Shares issued pursuant to the Placing;
"QIBs" means "qualified institutional buyers" as defined in Rule 144A of the
Securities Act;
"RBC Capital Markets" means RBC Europe Limited;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information Service" means any of the services set out in Appendix
3 of the UK Listing Rules;
"Representatives" means, in respect of a person, that person's agents,
directors, officers or employees;
"Restricted Territory" means the United States, Australia, Canada, the
Republic of South Africa or Japan;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"subsidiary has the meaning given to that term in the Companies Act 2006;
"subsidiary undertaking has the meaning given to that term in the Companies
Act 2006;
"UK Listing Rules" means the rules and regulations made by the FCA under the
FSMA;
"UK MAR" means the UK version of the Market Abuse Regulation (EU) No.596/2014
as it forms part of UK law by virtue of the European Union (Withdrawal) Act
2018);
"uncertificated or in uncertificated form" means 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;
"United Kingdom or UK" means the United Kingdom of Great Britain and Northern
Ireland;
"United States or US" means the United States of America, its territories and
possessions, any state of the United States of America, the District of
Columbia and all other areas subject to its jurisdiction and any political
sub‑division thereof; and
"US Investor Letter" means the investor representation letter in the form
provided by the Joint Bookrunners to QIBs in the United States.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", ''pound sterling'', "sterling'', "p", "penny" or ''pence''
are to the lawful currency of the UK.
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