REG - Oxford BioDynamics - Proposed Fundraising
14/01/2025 16:45
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RNS Number : 3126T Oxford BioDynamics PLC 14 January 2025
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OXFORD BIODYNAMICS PLC
Proposed Fundraising comprising:
(i) Placing, including Cornerstone Investment of £500,000 from OAK Securities
(ii) Subscriptions
(iii) WRAP Offer via the Winterflood Retail Access Platform
and
Proposed Share Capital Reorganisation
and
Notice of General Meeting
Oxford, UK - 14 January 2025 - Oxford BioDynamics PLC (AIM: OBD, "OBD", the
"Company" and, together with its subsidiaries, the "Group"), a precision
clinical diagnostics company bringing specific and sensitive teste to the
practice of medicine based on its EpiSwitch® 3D genomics platform, announces
a fundraising by way of a placing (the "Placing") and subscriptions (the
"Subscriptions") of new ordinary shares of £0.001 each in the capital of the
Company ("Ordinary Shares") to raise together gross proceeds of not less than
£6 million. A separate offer of new Ordinary Shares of £0.001 each in the
Company (the "WRAP Offer Shares") is also being made to existing eligible
retail investors via the Winterflood Retail Access Platform ("WRAP") to raise
up to £500,000 (the "WRAP Offer") (together with the Placing and the
Subscriptions, the "Fundraising"), in each case at a minimum price of 0.5
pence per share (the "Issue Price").
Further announcements will be made shortly in connection with the WRAP Offer.
The Placing will be effected through the issue of new Ordinary Shares (the
"Placing Shares") to new and existing investors. The Subscriptions will be
effected through the issue of new Ordinary Shares (the "Subscription Shares")
to existing investors. The Placing Shares and the Subscription Shares are,
together, the "Fundraise Shares".
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild" or the "Bookbuilding Process"), which will be launched immediately
following this announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of the sole broker, OAK Securities,
and the Company. It is currently envisaged that the result of the Bookbuild
will be announced via RNS tomorrow, 15 January 2025 at 7.00 a.m.
The Fundraising is conditional upon, amongst other things, the approval by the
Shareholders of the Resolutions to be proposed at the General Meeting. The
Fundraising has not been underwritten. The Resolutions must be passed by
Shareholders at the General Meeting in order for the Fundraising to proceed.
If the conditions relating to the issue of the Placing Shares are not
satisfied or the Placing Agreement is terminated in accordance with its terms,
the Placing Shares will not be issued and the Company will not receive the
associated placing monies. In this scenario, the Subscriptions and the WRAP
Offer would similarly not proceed. If the Resolutions to approve the
Fundraising were not to be passed, then the Company would be required to seek
alternative funding arrangements in order to meet its short-term working
capital requirements.
Key features of the Fundraising
· The Company will use the net proceeds of the Fundraising as
working capital to support the continued commercial development of the
EpiSwitch® product line through partnerships and collaborations with
diagnostic and pharmaceutical companies and direct sales as appropriate.
· The Issue Price of 0.5 pence per Fundraise Share represents a
discount of 44% to the closing mid-market price on 13 January 2025 of 0.9
pence per Ordinary Share (calculated on a pro forma basis as if the Share
Capital Reorganisation (as further described below) had already occurred as at
13 January 2025).
· A General Meeting of the Company's Shareholders will take place
at 10.00 a.m. on 31 January 2025.
· A copy of the Circular will shortly be available on the Company's
website and is expected to be posted to Shareholders on 15 January 2025.
Matthew Wakefield, Non-Executive Chairman of Oxford BioDynamics PLC, said:
"We are pleased to announce the Fundraising and thank new and existing
investors for their support. We look forward to welcoming Iain Ross to the
Board and supporting him as he leads a review and realignment of the business,
focused on increasing revenue through partnerships, collaborations and
licensing."
Extracts from the Circular
Background to and reasons for the Fundraising and Use of Proceeds
The Company's goal is to advance personalized healthcare by bringing specific
and sensitive tests to the practice of medicine based on its EpiSwitch® 3D
genomics platform.
The Company has two clinical diagnostic products on the market: the
EpiSwitch® Prostate Screening ("PSE") Test, which was launched in September
2023 and the EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) for cancer,
which was launched in February 2022. It also has a development pipeline of
tests for other indications, including EpiSwitch® NST (for colorectal/bowel
cancer) and EpiSwitch® SCB (for canine cancer).
EpiSwitch® PSE is a validated rapid, accurate, non-invasive blood test for
prostate cancer. PSE detects prostate cancer risk from blood with high (94%)
accuracy, reducing the number of men referred for an unnecessary biopsy and
treatment. The test measures five epigenetic biomarkers and combines these
with a patient's prostate-specific antigen ("PSA") score to accurately predict
the presence or absence of prostate cancer.
PSE has high overall accuracy of 94% (sensitivity 86%, specificity 97%),
representing a boost in accuracy compared to a PSA test alone. Crucially, the
positive predictive value (PPV) of PSE is 93%, compared to just 25% for PSA.
This low PPV is one of the main impediments to using PSA as a population-wide
screening test. Fewer than one third of men with a raised PSA will go on to be
diagnosed with prostate cancer. PSE's PPV of 93%, means that 93 of every 100
men who receive a "high probability" PSE result will go on to receive a
prostate cancer diagnosis.
The Company launched PSE in the US and UK in September 2023. In the US, the
test is performed in the Group's CLIA-registered US clinical laboratory in
Frederick, MD. From April 2024, UK and Rest of World orders of the test have
been processed at the Company's ISO 15189 compliant UK clinical laboratory in
its existing Oxford HQ.
A unique CPT-PLA code for PSE was assigned in September 2023 and has been
available for use by Medicare, Medicaid and private payors in the US since 1
January 2024. In the UK, the test is available through private clinics and to
all patients through the Group's partnership with the Goodbody Clinic.
Since launch, over 1,150 PSE tests have been ordered worldwide. More
information about PSE may be found at the test's dedicated website,
94percent.com
(https://url.avanan.click/v2/r02/___https:/www.94percent.com___.YXAxZTpzaG9yZWNhcDphOm86ODU2ZDQ0OTBmNmJjYjdiNjMxY2U2ZTFkNzhjMDBmYWM6Nzo4MmFlOjNkODAyNmRhZTQ2MzRhOGRlYzY2ODIzYzNmZmNmYTNmNTg1ZDkwYzllYzYwNDc0NzFkZjI1MmNkMGFkOWNkMzQ6cDpUOk4)
.
EpiSwitch® CiRT is a validated, first-of-its-kind precision medicine blood
test that predicts a cancer patient's likely response to Immune Checkpoint
Inhibitors ("ICIs"), including anti-PD-L1 and anti-PD-1 therapies. The test
has demonstrated best-in-class performance in the prediction of cancer patient
response to ICIs, with high sensitivity (93%), specificity (82%) and accuracy
(85%) across the most widely used ICIs from multiple pharmaceutical companies,
in 15 key oncological indications.
EpiSwitch® CiRT is currently available for clinical utilisation in the US
under a unique CPT-PLA code and to private physicians in the UK and elsewhere.
The test's approval under the New York State Clinical Laboratory Evaluation
Program (NYS CLEP) was announced in October 2024. Since June 2024, the test
has been included in the PROWES prospective real world evidence study,
generating evidence to support an application for the test's inclusion in the
National Comprehensive Cancer Network (NCCN) Guidelines.
Since launch, more than 1,500 CiRT tests have been ordered. More information
about CiRT may be found at the test's dedicated website, mycirt.com
(https://url.avanan.click/v2/r02/___https:/www.mycirt.com___.YXAxZTpzaG9yZWNhcDphOm86ODU2ZDQ0OTBmNmJjYjdiNjMxY2U2ZTFkNzhjMDBmYWM6NzpjODM1OjVkOWMyYmJhMGExZjM4ODM2OTdkODk1MjVkN2MyNDljMmZhMTkxMzA2YzJmYmQ4NzIyOGFlOTI1N2FjZjY2YWU6cDpUOk4)
.
In addition, the Company has a pipeline of deployable 3D genomic tests
including EpiSwitch® NST for colorectal/bowel cancer and EpiSwitch® SCB for
canine cancer. As well as individual tests, the Company has developed the
EpiSwitch® KnowledgeBase, combining over 1.5 billion real world 3D genomic
data points from thousands of patient samples in over 30 disease areas -
analysed with the EpiSwitch Explorer Array - with public data sets and
advanced computational analysis to produce potentially commercialisable
insights in drug discovery, development and repurposing, as well as biomarker
and clinical test development.
The Company will use the net proceeds of the Fundraising as working capital to
support the continued commercial development of the EpiSwitch® product line
through partnerships and collaborations with diagnostic and pharmaceutical
companies and direct sales as appropriate. Further details of the intended use
of proceeds are set out below under the heading 'Use of proceeds'.
With the expected appointment of Iain Ross as Executive Chairman and a
subsequent review and realignment of the business focused towards accelerating
sales through partnership, collaborations and licensing, the Directors believe
the Group is well positioned to grow the business and to maximise Shareholder
value from the current position.
In announcements on 14 October 2024 and 3 December 2024, the Board highlighted
that additional funding would be required early in the first quarter of the
2025 calendar year. If the Resolutions to approve the Placing were not to be
passed, then the Company would be required urgently to seek alternative
funding arrangements in order to continue to operate.
Information on Oxford BioDynamics PLC
The Company is a biotechnology company advancing personalised healthcare by
developing and commercialising precision medicine tests for life-changing
diseases. The Company is headquartered in Oxford, UK, where it has its main
research laboratory and product development facility and a clinical laboratory
compliant with the requirements of ISO 15189:2012 (Medical Laboratories). In
the US, the Company has a commercial team and a CLIA-registered clinical
laboratory in Frederick, MD. It has a reference laboratory in Penang,
Malaysia. The Company's Ordinary Shares are admitted to trading on AIM.
Founded in 2007 as a spin-out from the University of Oxford, the Company is a
leader in the field of 3D genomics, with over 17 years' work invested into
developing its proprietary automated fast turn-around blood testing technology
platform, EpiSwitch®.
The Company's flagship products are the EpiSwitch® PSE (Prostate Screening
test) and EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) blood tests.
PSE is a blood test that boosts the predictive accuracy of a PSA test from 55%
to 94% when testing the presence or absence of prostate cancer, launched in
the US and UK in September 2023. CiRT is a predictive immune response profile
for immuno-oncology (IO) checkpoint inhibitor treatments, launched in February
2022.
In March 2021, the Company launched its first commercial prognostic test,
EpiSwitch® CST (Covid Severity Test) and the first commercially-available
microarray kit for high-resolution 3D genome profiling and biomarker
discovery, EpiSwitch® Explorer Array Kit, which is available for purchase by
the life science research community.
In August 2021 and May 2023, the Company was granted two Partnership for
Accelerating Cancer Therapies ("PACT") Award. The prestigious awards came from
PACT, a five-year public-private research collaboration totaling $220 million
between the National Institutes of Health (NIH), the US Food and Drug
Administration (FDA) and 12 leading pharmaceutical companies, managed by the
FNIH.
The Company is one of 26 participants in the EU-funded HIPPOCRATES (Health
initiatives in psoriasis and psoriatic arthritis consortium European states)
consortium. The consortium was awarded a total of €21 million over five
years in July 2021 to promote early identification and improved outcomes in
psoriatic arthritis (PsA).
Each of the Company's on-market products and development pipeline assets is
based on its proprietary 3D genomic biomarker platform, EpiSwitch®, which can
build molecular diagnostic classifiers for the prediction of response to
therapy, patient prognosis, disease diagnosis and subtyping, and residual
disease monitoring in a wide range of indications.
EpiSwitch® is an award-winning, proprietary platform that enables screening,
evaluation, validation and monitoring of 3D genomic biomarkers. The technology
is fully developed, protected by a broad intellectual property portfolio
comprising 22 patent families as well as extensive proprietary know-how, and
is reduced to practice.
The Company has participated in more than 40 partnerships with large
pharmaceutical companies and leading institutions including, among others,
Pfizer, EMD Serono, Genentech, Roche, Biogen, Mayo Clinic, Massachusetts
General Hospital and Mitsubishi Tanabe Pharma. The Group's pharma partnerships
have demonstrated its ability to reduce its technology to practice for
clinical applications.
In the US, the Company is a member of four Foundation of the National
Institutes of Health ("FNIH") Biomarker Steering Committees, in oncology,
immunology and inflammation, neuroscience and metabolics.
The Company has created a valuable technology portfolio, including biomarker
arrays, a pipeline of molecular diagnostic tests, bioinformatic tools for 3D
genomics and an expertly curated 3D genome knowledgebase comprising over 1
billion data points from over 17,500 samples in more than 30 human diseases.
The 3D configuration of the genome plays a crucial role in gene regulation. By
mapping this architecture and identifying abnormal configurations, EpiSwitch®
can be used to diagnose patients or determine how individuals might respond to
a disease or treatment.
In addition to stratifying patients with respect to anticipated clinical
outcome, EpiSwitch® data offer insights into systems biology and the
physiological manifestation of disease that are beyond the scope of other
molecular modalities. The technology has performed well in academic medical
research settings and has been validated through its integration in biomarker
discovery and clinical development with big pharma.
For more information on the Group's EpiSwitch® platform, view the video "What
is EpiSwitch® Technology?" at https://obdx.co/what-is-episwitch
(https://url.avanan.click/v2/r02/___https:/obdx.co/what-is-episwitch___.YXAxZTpzaG9yZWNhcDphOm86ODU2ZDQ0OTBmNmJjYjdiNjMxY2U2ZTFkNzhjMDBmYWM6Nzo0NGU3OmViOTgwNzYwYmVhZGY2NzE0Y2Q2YmViMmQwYzc3ODY1ZDNhNjY4MmJhYTYzYTU1NDc1MDhlYmE4NmU2MDQ5OTE6cDpUOk4)
.
Current Trading and Prospects
During the financial year ended 30 September 2024, the Group focused on
growing orders of its PSE and CiRT tests.
Total PSE tests ordered since launch to the end of December 2024 were 1,113.
The focus in the US is to build traction in the concierge medicine space where
sales are typically on a cash pay basis. In addition, the Company aims to
secure appropriate distribution and licensing partnerships with established
players in the diagnostic sector.
The Company has been reimbursed for PSE tests under its CPT/PLA code (0433U)
by several US insurers including Humana, UHC, Medicare and Optum Health. PSE
already fits the American Urological Association (AUA)/NCCN guideline
definition for prostate cancer screening. In the UK, sales of the test have
come through the Company's partnership with the Goodbody Clinic and from
private clinics such as The London Clinic.
PSE has received a high level of attention within the industry because of its
accuracy and ease of use and the plan is to accelerate discussions with
leading global diagnostic services companies in order to secure distribution
deal(s) that would widen access to the test and have the potential to add
significant volume.
In the UK, a recent report by Prostate Cancer Research (PCR) assessed the
costs and benefits of prostate cancer screening programmes using the current
pathway of PSA followed by MRI and biopsy compared to a scenario in which a
test such as PSE (which was named in the report) is added after PSA. PCR's
analysis suggests that a national screening programme incorporating a test
such as PSE would generate net overall benefits to individuals, the health and
care sector and society as a whole. Of the tests referred to in the report,
only PSE's performance comes close to the 90% sensitivity and specificity
assumed in the analysis. There are growing calls in several countries for
population-wide prostate cancer screening programmes. PSE offers healthcare
systems the possibility of implementing such programmes without the cost and
damage associated with unnecessary biopsies and unaffordable capital
investment in MRI machines and the cost of staff to operate them.
The total number of CiRT tests ordered since launch to the end of December
2024 were 1,527.
Like PSE, CiRT is covered by a unique CPT/PLA code, enabling reimbursement by
US insurers. In an important milestone for the test, approval of it under New
York State Clinical Laboratory Evaluation Program's (NYS CLEP) was obtained in
October 2024. NYS CLEP is a rigorous program which bears similarities to the
FDA premarket review process. In the FDA's final ruling on LDTs last year,
they stated that they would not enforce their premarket review process for
LDTs approved by NYS CLEP.
The PROWES Registry Study - a prospective observational study at up to 12
sites across the US, enrolling up to 2,500 patients - was launched in June
2024, in order to expedite the inclusion of CiRT in the National Comprehensive
Cancer Network (NCCN) Guidelines. The wide adoption of the CiRT test could
potentially depend on the test's inclusion in the NCCN Guidelines and the CiRT
team is focused on generating the dossier of evidence necessary to make an
initial submission to the NCCN, from patients enrolled in PROWES. CiRT tests
carried out in the study are being run on normal commercial terms through our
CLIA-accredited labs.
Prior to the launch of PROWES, CiRT orders remained relatively static through
the financial year. In order to obtain support from senior medics for the
PROWES study, it was necessary to support uptake of the test by early-adopter
oncologists to demonstrate sufficient evidence of use and utility. This has
involved both time and cost, but once PROWES was launched and the majority of
CiRT orders began to come through the study, the Company was able to
reallocate its field sales resources to growing orders of PSE, without
increasing the overall cost base.
In early 2025, the CiRT team expects to make an early submission for guideline
inclusion (which may be possible before enrolment of the maximum number of
patients into PROWES). Guideline inclusion would be expected to lead to
increased routine ordering of CiRT by oncologists considering initiating or
continuing ICI therapy for patients and more straightforward reimbursement of
the test by payors.
The Group will also shortly begin running CiRT tests on blood samples from
patients enrolled in a clinical trial of an immune checkpoint inhibitor in
endometrial cancer, for a top ten pharmaceutical company.
In October 2024, the Board announced that it was considering a licensing or
sale of Company assets such as the EpiSwitch NST and/or EpiSwitch SCB tests.
Discussions with interested parties are at various stages of development and
continue as at the date of this statement.
The Fundraising
The Company is proposing to raise gross proceeds of not less than £6 million
by way of the Placing and the Subscriptions. In addition, an offer of up to
100,000,000 new Ordinary Shares will be made to existing eligible retail
investors via WRAP the ("WRAP Offer Shares") to raise up to £500,000.
In order to reach its current position, with two tests on the market in the US
and UK, the Group has incurred high costs, particularly in marketing costs to
support PSE and in staff costs to sell the tests and to operate the
infrastructure required to process them.
At the time of the last fundraise in April 2024, funding was expected, with
modest growth in test orders, to last until late in Q1 of 2025.
Notwithstanding recent welcome increases in PSE and CiRT orders, growth in
test orders to the end of September 2024 was lower than forecast and this led
to an earlier requirement for additional cash resources than expected earlier
in the year.
In this context, the Board and management initiated a series of cost-saving
actions to materially reduce the business's monthly cash cost base, whilst
maintaining support for both CiRT and PSE.
In December 2024, the Board took the decision to change the leadership of the
Company and appointed Iain Ross as Executive Chairman. Iain will join the
Board on completion of the fundraising. It is expected that following a
comprehensive review of the business there will be a greater emphasis placed
on establishing partnerships, collaborations and licensing deals as a way of
accelerating sales and a sustainable increase in shareholder value. As a
result of this review the Directors anticipate there will be a need to
re-structure the business such that the new funds coupled with increased
revenue from third party collaborations will maximise the Company's cash
runway.
Accordingly, while acknowledging the dilution for existing shareholders that
will result from the proposed Placing and Subscriptions, the Board believes
that they represent the best opportunity to maximise value for shareholders
from the current position.
As previously announced, in order to help preserve the Company's cash
resources, directors, PDMRs and certain other senior staff agreed to take 25%
of their net pay in newly-issued shares. These arrangements, which are due to
end in March 2025, are effected pursuant to signed variations to individuals'
employment agreements and cannot be altered during periods when dealing in the
Company's shares is otherwise restricted, such as results-related close
periods. It is the Board's intention, subject to these restrictions, to
terminate the variation agreements as soon as practicable following the
publication of this circular.
The Company now expects to publish preliminary results for the year ended 30
September 2024 in February 2025, following the completion of its financial
audit.
Participation of Directors and PDMRs
Certain Directors and PDMRs of the Company intend to participate in the
Fundraising, in aggregate, for a total of approximately £100,000. In
addition, Vulpes Investment Management (which is controlled by Non-Executive
Director, Stephen Diggle), will participate in the Fundraising through a
subscription for 222,222,200 Subscription Shares in consideration for drawn
and to be drawn down commitments of £1,000,000 made by Vulpes Testudo Fund
under the loan between the Company and Vulpes Testudo Fund (the "Loan") and an
associated arrangement fee of £111,111 that has been agreed with the Board.
As 'related parties' of the Company, such participations are expected to
constitute 'related party' transactions under Rule 13 of the AIM Rules.
Further information will be set out as required in future announcements.
Placing
Jerry Keen (Head of Corporate Broking at OAK Securities), has undertaken, in
his personal capacity, to subscribe for 100,000,000 Placing Shares in
aggregate at the Issue Price amounting to an aggregate investment of £500,000
(the "Cornerstone Investment"). The Cornerstone Investment is conditional upon
the passing of the Resolutions.
The Board believes that raising equity finance using the flexibility provided
by a non-pre-emptive placing is the most appropriate and optimal structure for
the Company at this time. This allows certain existing institutional holders
and new institutional and other investors the opportunity to participate in
the Placing.
The General Placing (which is not being underwritten) is conditional, amongst
other things, upon: (a) the Resolutions set out in the Notice of General
Meeting being approved by Shareholders; (b) the VCT/EIS Placing Shares being
unconditionally allotted and issued to Placees and the VCT/EIS Admission
having taken place; (c) the Company having complied with its obligations under
the Placing Agreement to the extent the same fall to be performed prior to
General Admission; and (d) General Admission in respect of the General Placing
Shares becoming effective on or before 8.00 a.m. on 4 February 2025 or such
later date as the Company and OAK Securities may agree (being no later than
8.00 a.m. on 28 February 2025). The Placing Shares are not subject to
clawback.
The VCT/EIS Placing is conditional, amongst other things, upon: (a) the
passing of the Resolutions at the General Meeting; and (b) the VCT/EIS
Admission occurring on or before 3 February 2025 (or such later date OAK
Securities and the Company may agree, not being later than 28 February 2025).
Shareholders should note that it is possible that VCT/EIS Admission occurs but
General Admission does not occur. General Admission is conditional on VCT/EIS
Admission having occurred. If VCT/EIS Admission and General Admission do not
occur, then the Company will not receive the relevant net proceeds in respect
of VCT/EIS Admission and General Admission, and the Company may not be able to
finance the activities referred to in this announcement.
The Company has been advised that the VCT/EIS Placing Shares will rank as a
qualifying holding for the purposes of investment by VCTs. However, no
assurance has been obtained from HMRC or any other person that a subscription
for VCT/EIS Placing Shares is a 'qualifying holding' for the purpose of
investment by VCTs.
The Company has been advised that the VCT/EIS Placing Shares will constitute
'eligible shares' and that the Company will be regarded as a 'qualifying
company' for the purposes of the EIS rules. However, no assurance has been
obtained from HMRC or any other person that a subscription for VCT/EIS Placing
Shares will meet the requirements for EIS Relief.
None of the Directors nor the Company give any representation, warranty or
undertaking that any VCT investment in the Company is a qualifying holding, or
that a subscription for VCT/EIS Placing Shares will meet the requirements for
EIS Relief, or that VCT or EIS qualifying status or eligibility will not be
withdrawn, nor do they warrant or undertake that the Company will conduct its
activities in a way that qualifies for or preserves its status or the status
of any investment in Ordinary Shares. Investors considering taking advantage
of any of the reliefs available to VCTs or EIS Relief should seek their own
professional advice in order that they may fully understand how the rules
apply in their individual circumstances and what they are required to do in
order to claim any reliefs (if available). The rules governing VCT and EIS
reliefs are complex. Any prospective investors who are considering investing
in VCT/EIS Placing Shares in order to obtain VCT or EIS reliefs are
recommended to take independent tax advice from a professional tax adviser.
Subject to, inter alia, the passing of the Resolutions, application will be
made for the VCT/EIS Placing Shares, the General Placing Shares, the Fee
Shares, the Subscription Shares and the WRAP Offer Shares to be admitted to
trading on AIM. VCT/EIS Admission is expected to occur and dealings are
expected to commence in the VCT/EIS Placing Shares on AIM at 8.00 a.m. on 3
February 2025. General Admission is expected to occur and dealings are
expected to commence on AIM in the General Placing Shares, the Fee Shares, the
Subscription Shares and the WRAP Offer Shares at 8.00 a.m. on 4 February 2025.
Shareholders and potential investors should be aware of the possibility that
VCT/EIS Admission may occur but General Admission may not occur.
WRAP Offer
The Directors value the Company's private investor base and believe that it is
appropriate to provide existing eligible retail investors with an opportunity
to participate in the Fundraising alongside institutional investors. The
Company therefore intends to open this opportunity to existing eligible
individual investors through the Winterflood Retail Access Platform. Further
announcements will be made shortly in connection with the WRAP Offer.
The WRAP Offer Shares, when issued, will be fully paid and rank pari passu in
all respects with each other and with the existing Ordinary Shares, including,
without limitation, as regards the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The WRAP Offer is conditional on (a) the Resolutions as set out in the Notice
of General Meeting being approved by Shareholders and (b) General Admission
becoming effective by no later than 8.00 a.m. on 4 February 2025 (or such
later date as the Company may announce, not being later than 28 February
2025).
Subscriptions
The Subscription Shares are being subscribed for directly by the Subscribers
at the Issue Price. The Subscriptions remain conditional, among other things,
upon (a) the Resolutions as set out in the Notice of General Meeting being
approved by Shareholders and (b) General Admission becoming effective by no
later than 8.00 a.m. on 4 February 2025 (or such later date as the Subscribers
and the Company may agree, not being later than 28 February 2025). The
Subscriptions are not being underwritten, and the Subscription Shares are not
subject to clawback.
Application will be made for the Subscription Shares to be admitted to trading
on AIM. It is expected that the Subscription Shares will be admitted to
trading on AIM and that dealings will commence in the Subscription Shares on
AIM at 8.00 a.m. on 4 February 2025.
Issue of Fee Shares
Under the terms of the Placing Agreement, the Company shall, in connection
with the Fundraising, pay to OAK Securities a commission of 10.0% of funds
raised in the Placing, the Subscriptions and the WRAP Offer, payable in the
form of new Ordinary Shares issued at the Issue Price ("Fee Shares").
In respect of certain investors introduced by Baden Hill OAK Securities has
agreed that 50.0% of the commission otherwise payable to OAK Securities in
newly issued Ordinary Shares shall be payable to Baden Hill, also payable in
newly-issued Ordinary Shares (the "Baden Hill Fee").
Application will be made for the Fee Shares to be admitted to trading on AIM.
It is expected that the Fee Shares will be admitted to trading on AIM and that
dealings will commence in the Fee Shares on AIM at 8.00 a.m. on 4 February
2025.
Warrant Instrument
Under the terms of the Placing Agreement, the Company shall, in connection
with the Fundraising, pay to OAK Securities a commission of 6.0% of funds
raised in the Placing, the Subscriptions and the WRAP Offer, payable in
warrants to subscribe for Ordinary Shares at the Issue Price, which are
exercisable for a period of five years, in accordance with the terms of the
Warrant Instrument. The Warrants have not been, and will not be, registered
under the Securities Act.
Placing Agreement
Pursuant to the terms of the Placing Agreement, OAK Securities has
conditionally agreed to use its reasonable endeavours, as agent for the
Company, to procure subscribers for the Placing Shares at the Issue Price. The
Placing Agreement contains customary warranties from the Company in favour of
OAK Securities in relation to, amongst other things, the accuracy of the
information in this announcement (and, in due course, the Circular) and other
matters relating to the Group and its business. In addition, the Company has
agreed to indemnify OAK Securities in relation to certain liabilities it may
incur in respect of the Fundraising.
OAK Securities has the right to terminate the Placing Agreement in certain
circumstances prior to VCT/EIS Admission or General Admission, in particular,
in the event of a material breach of the warranties given in the Placing
Agreement, breach by the Company of any of its material obligations under the
Placing Agreement, the occurrence of a force majeure event or a material
adverse change affecting, amongst other things, the Placing or dealings in the
New Ordinary Shares in the secondary market.
Settlement and dealings
Applications will be made to the London Stock Exchange for the VCT/EIS Placing
Shares and for the New Ordinary Shares (other than the VCT/EIS Placing Shares)
to be admitted to trading on AIM. It is expected that VCT/EIS Admission will
become effective and dealings in the VCT/EIS Placing Shares will commence on
AIM at 8.00 a.m. on 3 February 2025 and that General Admission will become
effective and dealings in the General Placing Shares, the Fee Shares, the
Subscription Shares and the WRAP Offer Shares will commence on AIM at 8.00
a.m. on 4 February 2025, subject to the passing of the Resolutions at the
General Meeting.
The Placing Shares, the Fee Shares, the Subscription Shares and the WRAP Offer
Shares will, on the relevant Admission, 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 after the date of the relevant
Admission.
Reorganisation of Share Capital
As the Company is not permitted by law to issue shares at an issue price which
is below their nominal value, the Company's ability to raise funds from
investors has been limited due to the proximity of the market price of the
shares to their nominal value. While the Board's objective has been to achieve
the highest possible issue price for the Company when issuing shares, in order
to enable the Company to issue shares at an issue price which exceeds their
nominal value but provide a sufficient discount to their market price,
Shareholder approval is being sought to complete a sub-division of the
ordinary share capital of the Company. Each of the Existing Ordinary Shares
will be sub-divided into one Ordinary Share and one Deferred Share.
Accordingly, the Directors are seeking Shareholders' authority to implement
the Share Capital Reorganisation to create a sufficient differential between
the nominal value of the Ordinary Shares and their market price.
To give effect to the Share Capital Reorganisation, the Articles will need to
be amended to make changes to allow the creation of the Deferred Shares. These
amendments will also require Shareholders' approval at the General Meeting.
The first Resolution to be proposed at the General Meeting is to authorise the
implementation of the Share Capital Reorganisation and to reduce the nominal
value of the Existing Ordinary Shares and is conditional upon all other
Resolutions being passed.
Details of the Share Capital Reorganisation and the proposed amendments to the
Articles are set out below.
Share Capital Reorganisation
As at 14 January 2025, being the latest practicable date prior to the
publication of this Circular, the total issued share capital of the Company
was £3,193,192.26 divided into 319,319,226 Existing Ordinary Shares. It is
proposed that to effect the Share Capital Reorganisation, each of the
319,319,226 Existing Ordinary Shares will be sub-divided and re-designated as
one Ordinary Share of £0.001 each in the capital of the Company and one
Deferred Share of £0.009 each in the capital of the Company. Following the
Share Capital Reorganisation, there will be 319,319,226 Ordinary Shares of
£0.001 each and 319,319,226 Deferred Shares of £0.009.
Ordinary Shares
As all of the Existing Ordinary Shares will be sub-divided and re-designated,
the proportion of the issued share capital of the Company held by each
Shareholder immediately following the Share Capital Reorganisation will remain
unchanged. In addition, apart from having a different nominal value, each
Ordinary Share with a nominal value of £0.001 will carry the same rights and
represent the same proportionate interest in the Company, as set out in the
Articles that currently apply to the Existing Ordinary Shares.
A request will be made to the AIM to reflect the sub-division of the Existing
Ordinary Shares ("Reorganisation Admission"). Reorganisation Admission is
expected to occur at 8.00 a.m. on 3 February 2025.
Based on current UK tax legislation, the Share Capital Reorganisation should
not be treated as a disposal for the purposes of UK capital gains tax. The
Share Capital Reorganisation should also not be treated as giving rise to any
distribution for income tax purposes. If you are in any doubt as to your
personal tax status, you should consult your own professional adviser.
Shareholders who hold their Existing Ordinary Shares in uncertificated form
through CREST should expect to see the security description updated under the
existing ISIN number, in order to reflect their holding in Ordinary Shares on
3 February 2025.
No new share certificates representing the Ordinary Shares will be sent to
Shareholders who hold Existing Ordinary Shares in certificated form following
the Share Capital Reorganisation. Accordingly, share certificates for the
Existing Ordinary Shares will remain valid, and will only be replaced when the
old share certificates are surrendered for cancellation following the
transfer, transmission or other disposal of Ordinary Shares.
Deferred Shares
The Deferred Shares created will be effectively valueless as they will not
carry any rights to vote or dividend rights. In addition, holders of Deferred
Shares will only be entitled to a payment on a return of capital or on a
winding up of the Company after each of the holders of Ordinary Shares have
received a payment of £1,000,000 on each such share. The Deferred Shares will
not be listed on AIM and will not be transferable without the prior written
consent of the Board. No share certificates will be issued in respect of the
Deferred Shares, nor will CREST accounts of Shareholders be credited in
respect of any entitlement to Deferred Shares.
The intention is that Deferred Shares will be bought back and cancelled in due
course.
Changes to the Articles
In connection with the Share Capital Reorganisation, the Company also proposes
to amend the Articles to include the rights and restrictions attaching to the
Deferred Shares, as set out above. The Resolutions include a resolution to
amend the Articles by including a new Article setting out the rights of the
Deferred Shares as summarised above, as well as to amend the definition of
"Ordinary Shares" included in the Articles to refer to a nominal value of
£0.001.
Working Capital
The Directors are of the opinion, having made due and careful enquiry, that,
taking into account the net proceeds of the Placing and the Subscriptions and
the revenue and other operating income that the Company expects to generate
over the period, and assuming some additional income from potential
partnerships, collaborations or licensing deals that the Directors expect to
conclude during the course of 2025, the working capital available to the
Company is sufficient for its requirements for 12 months from the date of this
announcement.
Use of proceeds
The Company will use the net proceeds of the Fundraising as working capital to
support its ongoing commercial development including:
· seeking to continue growth in PSE & CiRT sales orders;
· seeking third party validation by actively establishing
partnerships, collaborations and licensing deals within the
diagnostic/pharmaceutical sector; and
· restructuring the business as necessary to maintain realistic
cost base for a Company of OBD's size.
Posting of Shareholder Circular and Notice of General Meeting
The Fundraising is conditional upon, amongst other things, the approval by the
Shareholders of the Resolutions to be proposed at the General Meeting. The
Resolutions must be passed by Shareholders at the General Meeting in order for
the Fundraising to proceed.
A circular to Shareholders (the "Circular") convening a general meeting of the
Company to be held at 3140 Rowan Place, Oxford Business Park South, Oxford,
OX4 2WB on 31 January 2025, will be posted on 15 January 2025 and will be
available to download on the Company's website at
www.oxfordbiodynamics.com/investors
(https://url.avanan.click/v2/r02/___http:/www.oxfordbiodynamics.com/investors___.YXAxZTpzaG9yZWNhcDphOm86ODU2ZDQ0OTBmNmJjYjdiNjMxY2U2ZTFkNzhjMDBmYWM6NzpiMmZlOjU4YTQ2NTg5OWRiYWU1NmMwYjM4YWI0M2YxZmJmYjdmNjRjZDkzNDZhM2M2Zjg3NjkxNjZhZTBjM2Y2MWQ3ODY6cDpUOk4)
.
Should Shareholders wish to ask any questions in relation to the Resolutions,
they are encouraged to contact the Company prior to the General Meeting by
email to the Company Secretary at investorrelations@oxfordbiodynamics.com with
the subject line 'GM Question'.
Related Party Transactions
As disclosed on his appointment in December 2020, Non-Executive Chairman of
the Company, Matthew Wakefield, is a partner and shareholder in Baden Hill,
which has previously raised capital for the Company and is acting as sub-agent
to OAK Securities in connection with the Placing. In respect of certain
investors introduced by Baden Hill, the Company and OAK Securities have agreed
that 5.0% commission that would otherwise be payable to OAK Securities in
newly-issued Ordinary Shares shall be payable to Baden Hill, also payable in
newly-issued Ordinary Shares (the "Baden Hill Fee"). As Non-Executive Chairman
of the Company, Matthew Wakefield is a 'related party' as defined in the AIM
Rules. Accordingly, the payment of the Baden Hill Fee is a 'related party'
transaction (the "Baden Hill Transaction") pursuant to Rule 13 of the AIM
Rules.
The Directors of the Company independent of the Baden Hill Transaction (being
Dr Alexandre Akoulitchev, Stephen Diggle, Dr David Holbrook and Paul
Stockdale), having consulted with the Company's nominated adviser, SCC,
consider the terms of the Baden Hill Transaction to be fair and reasonable
insofar as the Company's Shareholders are concerned.
Recommendation
The Directors consider the Fundraising to be in the best interests of the
Company and its Shareholders as a whole and, accordingly, unanimously
recommend Shareholders to vote in favour of the Resolutions to be proposed at
the General Meeting as those Directors who hold Ordinary Shares will do in
respect of their beneficial holdings amounting, in aggregate, to 40,070,771
Ordinary Shares as at 14 January 2025 (being the last practicable date prior
to the date of this announcement), representing 12.5% of the Company's issued
share capital prior to the issue of the New Ordinary Shares.
The Fundraising is conditional, amongst other things, upon the passing of the
Resolutions at the General Meeting. Shareholders should be aware that, if the
Resolutions are not passed at the General Meeting, then the Fundraising will
not proceed.
-Ends-
For more information:
Oxford BioDynamics PLC +44 (0)1865 518910
Matthew Wakefield, Non-Executive Chairman
Paul Stockdale, CFO
OAK Securities - Sole Broker to the Fundraise +44 (0)203 973 3678
jerry.keen@oak-securities.com (mailto:jerry.keen@oak-securities.com)
Jerry Keen / Henry Clarke / Damion Carruel damion (mailto:damion.carruel@oak-securities.com) .carruel@oak-securities.com
(mailto:damion.carruel@oak-securities.com)
Interested investors should contact their regular sales contact at OAK henry.clarke@oak-securities.com (mailto:henry.clarke@oak-securities.com)
Securities
Shore Capital - Nominated Adviser +44 (0)20 7408 4090
Stephane Auton / Lucy Bowden
WG Partners - Financial Adviser to OBD +44 (0)20 3705 9330
David Wilson / Claes Spång / Satheesh Nadarajah / Erland Sternby
Vigo Consulting - Media / Analyst enquiries for OBD +44 (0)20 7390 0230
Rozi Morris
obd@vigoconsulting.com
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular 15 January 2025
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 29 January 2025
General Meeting 10.00 a.m. on 31 January 2025
Announcement of results of General Meeting 31 January 2025
Reorganisation Admission 8.00 a.m. on 3 February 2025
VCT/EIS Admission and commencement of dealings in the VCT/EIS Placing Shares 8.00 a.m. on 3 February 2025
on AIM
Crediting of the VCT/EIS Placing Shares in uncertificated form to CREST 3 February 2025
accounts
General Admission and commencement of dealings in the General Placing Shares, 8.00 a.m. on 4 February 2025
the Subscription Shares and the WRAP Offer Shares on AIM
Crediting of the General Placing Shares, the Subscription Shares and the WRAP 4 February 2025
Offer Shares in uncertificated form to CREST accounts
Despatch of share certificates in respect of the New Ordinary Shares within 10 business days of General Admission
(if applicable)
Notes:
1. All references to times in this announcement are to London
time.
2. The dates and times set out in the above timetable and in
the rest of this announcement are indicative and are subject to change. If any
such dates and times should change, the revised times and/or dates will be
notified by announcement via RNS.
3. All events in the above timetable scheduled to take place
after the General Meeting are conditional on the approval by the Shareholders
of the Resolutions.
DEFINITIONS
The following definitions apply throughout this announcement (unless the
context otherwise requires):
"2024 AGM" the annual general meeting of the Company held on 27 March 2024;
"Act" the Companies Act 2006 (as amended from time to time);
"Admission" VCT/EIS Admission in the context of the VCT/EIS Placing Shares and General
Admission in the context of the General Placing Shares, the Fee Shares, the
Subscription Shares and the WRAP Offer Shares;
"AIM" AIM, the market of that name operated by the London Stock Exchange;
"AIM Rules" the 'AIM Rules for Companies' published by the London Stock Exchange (as
amended from time to time);
"Articles" the articles of association of the Company dated 15 September 2016;
"Circular" the circular to shareholders of the Company to be published by the Company in
relation to the Fundraising and which will contain notice of the General
Meeting;
"Company" Oxford BioDynamics PLC, a company incorporated and registered in England and
Wales with registered number 06227084;
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations), which facilitates
the transfer of title to shares in uncertificated form;
"CREST Manual" the CREST reference manual as published by Euroclear;
"CREST Member" a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended from time to time);
"Deferred Shares" the proposed new deferred shares of £0.009 each in the capital of the Company
resulting from the Share Capital Reorganisation;
"Directors" or "Board" the directors of the Company or any duly authorised committee thereof;
"EIS" the Enterprise Investment Scheme under part 5 of the Income Tax Act 2007 (as
amended);
"EIS Relief" the relief claimed by any holder of the VCT/EIS Placing Shares under Part 5 of
the ITA 2007 or exemption or relief available under sections 150A, 150C and
Schedule 5B Taxation of Chargeable Gains Act 1992;
"Enlarged Share Capital" the issued share capital of the Company following General Admission (including
the New Ordinary Shares);
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" 319,319,226 ordinary shares of £0.01 (1 penny) each in the capital of the
Company in issue at the date of this announcement;
"FCA" the UK Financial Conduct Authority;
"Fee Shares" New Ordinary Shares to be issued to OAK Securities and Northland Capital
Partners Limited, trading as Baden Hill, acting as sub-agent to OAK
Securities, as commission in connection with the Fundraising;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"Fundraising" the Placing, the Subscriptions and the WRAP Offer;
"General Admission" admission of the General Placing Shares, the Fee Shares, the Subscription
Shares and the WRAP Offer Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules;
"General Meeting" the general meeting of the Company to be convened to be held at 10.00 a.m. on
31 January 2025 or following any adjournment or postponement thereof;
"General Placing" the conditional placing of the General Placing Shares to Placees;
"General Placing Shares" New Ordinary Shares to be issued, conditional on General Admission, under the
General Placing;
"Group" the Company and its subsidiaries (as defined in the Act) as at the date of
this announcement;
"HMRC" His Majesty's Revenue and Customs
"ISIN" International Securities Identification Number;
"Issue Price" 0.5 pence per New Ordinary Share;
"ITA 2007" the Income Tax Act 2007;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" together, the Fee Shares, the Placing Shares, the WRAP Offer Shares and the
Subscription Shares;
"Notice of General Meeting" the notice convening the General Meeting, which is to be included in the
Circular;
"OAK Securities" OAK Securities, the trading name of Merlin Partners LLP, a firm incorporated
in the United Kingdom and regulated by the FCA;
"Ordinary Shares" prior to the Share Capital Reorganisation, the Company's ordinary shares of
£0.01 (1 penny) each and following the Share Capital Reorganisation, the
Company's ordinary shares of £0.001 each;
"Placee" any person who has agreed to subscribe for Placing Shares pursuant to the
Placing;
"Placing" the VCT/EIS Placing and the General Placing;
"Placing Agreement" the agreement dated 14 January 2025 between: (1) OAK Securities and (2) the
Company, relating to the Placing, further details of which are set out in this
announcement;
"Placing Shares" New Ordinary Shares which are to be issued under the Placing;
"Prospectus Regulation" Regulation (EU) N(o) 2017/1129, as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018;
"Prospectus Rules" the rules made for the purposes of Part VI of the FSMA in relation to offers
of securities to the public and admission of securities to trading on a
regulated market;
"Registrar" Neville Registrars Limited;
"Reorganisation Admission" admission of the Ordinary Shares of £0.001 each following the Share Capital
Reorganisation;
"Resolutions" the resolutions to be set out in the Notice of General Meeting;
"RNS" a regulatory information service operated by the London Stock Exchange as
defined in the AIM Rules;
"Securities Act" the United States Securities Act of 1933, as amended;
"Share Capital Reorganisation" the proposed sub-division and re-designation of each Existing Ordinary Share
into one ordinary share of £0.001 and one deferred share of £0.009;
"Shareholders" holders of the Ordinary Shares of the Company from time to time;
"Shore Capital" Shore Capital and Corporate Limited, the Company's nominated adviser for the
purposes of the AIM Rules;
"Subscribers" those persons who intend to subscribe for Subscription Shares pursuant to the
Subscriptions;
"Subscriptions" the subscriptions for the Subscription Shares by the Subscribers;
"Subscription Shares" New Ordinary Shares proposed to be issued to Subscribers pursuant to the
Subscriptions;
"UK" the United Kingdom of Great Britain and Northern Ireland;
"UK Market Abuse Regulation" the Market Abuse Regulation (Regulation 596/2014) (as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended);
"uncertificated form" Ordinary Shares recorded on the share register as being held in uncertificated
form in CREST and title to which, by virtue of the CREST Regulations, may be
transferred within the CREST settlement system;
"US" or "USA" the United States of America, its territories, possessions and all areas
subject to its jurisdiction;
"VCT" a venture capital trust under part 6 of the Income Tax Act 2007;
"VCT/EIS Admission" admission of the VCT/EIS Placing Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules;
"VCT/EIS Placing" the conditional placing of the VCT/EIS Placing Shares to Placees;
"VCT/EIS Placing Shares" New Ordinary Shares to be issued, conditional on VCT/EIS Admission, under the
VCT/EIS Placing;
"Vulpes Investment Management" Vulpes Investment Management Pte. Ltd;
"Warrant Instrument" the instrument constituting the Warrants to be executed prior to Admission;
"Warrants" the unlisted warrants to subscribe for new Ordinary Shares (on the basis of
one new Ordinary Share for each Warrant) at the Issue Price and otherwise in
accordance with the terms of the Warrant Instrument, to be issued to OAK
Securities conditional on the passing of the Resolutions and completion of the
Fundraising, as further commission in connection with the Fundraising;
"WRAP" the Winterflood Retail Access Platform;
"WRAP Offer" the offer of New Ordinary Shares made to investors through WRAP; and
"WRAP Offer Shares" up to 100,000,000 New Ordinary Shares, which are to be issued pursuant to the
WRAP Offer at the Issue Price.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE
PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) (THE "ANNOUNCEMENT") IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF IRELAND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Capitalised terms not otherwise defined in this Appendix are as defined in the
section headed 'Definitions' in this Announcement of which this Appendix forms
a part.
These Terms and Conditions do not constitute an offer or invitation to
acquire, underwrite or dispose of, or any solicitation of any offer or
invitation to acquire, underwrite or dispose of, any Placing Shares or other
securities of the Company to any person in any jurisdiction to whom it is
unlawful to make such offer, invitation or solicitation in such jurisdiction.
Persons who seek to participate in the Placing ("Placees") must inform
themselves about and observe any such restrictions and must be persons who are
able to lawfully receive this Announcement in their jurisdiction. In
particular, these Terms and Conditions do not constitute an offer or
invitation (or a solicitation of any offer or invitation) to acquire,
underwrite or dispose of or otherwise deal in any Placing Shares or other
securities of the Company in the United States of America, its territories and
possessions ("United States"), Canada, Australia, Japan, Republic of Ireland
or the Republic of South Africa or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful ("Restricted
Jurisdiction").
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 or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, taken
up, renounced, delivered or transferred, directly or indirectly, in the United
States or to or by a person resident in or for the account of any person in
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.
No public offering of the Placing Shares is being made in the United Kingdom
or elsewhere. Members of the public are not eligible to take part in the
placing and no public offering of Placing Shares is being or will be made.
This Announcement and the terms and conditions set out and referred to in it
are directed only at persons selected by OAK Securities who are (a) if in the
United Kingdom, persons who (i) have professional experience in matters
relating to investments falling within article 19(1) of The Financial Services
and Markets Act (Financial Promotion) Order 2005, as amended ("FPO") and who
fall within the definition of 'investment professionals' in article 19(5) of
the FPO or fall within the definition of 'high net worth companies,
unincorporated associations etc.' in article 49(2)(a) to (d) of the FPO and
(ii) are 'qualified investors' ("UK Qualified Investors") being persons within
the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) as it
forms part of UK domestic law by virtue of, the European Union (Withdrawal)
Act 2018 (as amended) (the "UK Prospectus Regulation"); (b) if in a member
state of the European Economic Area ("EEA"), persons who are 'qualified
investors' ("EEA Qualified Investors") being persons falling within the
meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation"); or (c) persons to whom it may otherwise lawfully be
communicated (all such persons referred to in (a), (b) and (c) together being
referred to as "Relevant Persons").
No action has been taken by the Company, OAK Securities, or any of their
respective directors, officers, partners, agents, employees or affiliates that
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement.
This Announcement does not itself constitute an offer for sale or subscription
of any securities in the Company. This Announcement and the terms and
conditions set out herein must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. Distribution of this Announcement in certain
jurisdictions may be restricted or prohibited by law. Persons distributing
this announcement must satisfy themselves that it is lawful to do so.
These Terms and Conditions apply to Placees, each of whom confirms his or its
agreement, whether by telephone or otherwise, with OAK Securities, the sole
broker, to subscribe and pay for Placing Shares in the Placing, and hereby
agrees with OAK Securities and the Company to be legally and irrevocably bound
by these Terms and Conditions which will be the Terms and Conditions on which
the Placing Shares will be acquired in the Placing and each such Placee is
deemed to have read and understood this Announcement in its entirety
(including this Appendix) and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in this Appendix.
These Terms and Conditions must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to which the
Terms and Conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. A Placee may not
assign, transfer, or in any manner, deal with its rights or obligations under
the agreement arising from the acceptance of the Placing, without the prior
written agreement of OAK Securities or in accordance with all relevant
requirements.
All times and dates in this Appendix are references to times and dates in
London (United Kingdom).
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 and no statement in this Announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.
OAK Securities is authorised and regulated by the FCA in the United Kingdom.
OAK Securities is acting exclusively for the Company and for no one else in
connection with the Placing and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of OAK
Securities or for providing advice in relation to the Placing, or any other
matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of OAK Securities under
FSMA or the regulatory regime established thereunder or in respect of
fraudulent misrepresentation, 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 OAK Securities or by its
affiliates, agents, directors, officers and employees as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by
making an oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire Placing
Shares is given, will be deemed to have read and understood this Announcement
in its entirety and to be making such offer on these Terms and Conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings, contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges that:-
i. it is a Relevant Person (as defined above) 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;
ii. it is acquiring the Placing Shares for its own account or for
an account with respect to which it exercises sole investment discretion;
iii. if it is in the United Kingdom and/or if it is a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation, any Placing Shares acquired by it in the Placing will not be
acquired or subscribed for on a non-discretionary basis on behalf of, nor will
they be acquired or subscribed for with a view to their offer or resale to
persons in the United Kingdom other than to UK Qualified Investors or in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in the United Kingdom to UK Qualified Investors,
or in circumstances in which the prior consent of OAK Securities has been
given to each such proposed offer or resale; and
iv. if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation, any Placing Shares acquired or subscribed for by it in
the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired or subscribed for with a view to their offer or
resale to persons in any member state of the EEA other than to EEA Qualified
Investors or 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 EEA
Qualified Investors, or in circumstances in which the prior consent of OAK
Securities has been given to each such proposed offer or resale.
OAK Securities does not make any representation to any Placees regarding an
investment in the Placing Shares.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by OAK Securities.
All obligations of OAK Securities under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement, including
(without limitation) those referred to below under 'Conditions of the
Placing'.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of 'retail investors' and investors who
meet the criteria of 'professional clients' and 'eligible counterparties',
each as defined in the FCA Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "UK Target
Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements") and/or any
equivalent requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
'retail investors' and investors who meet the criteria of 'professional
clients' and 'eligible counterparties', each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted
by MiFID II (the "EU Target Market Assessment" and, together with the UK
Target Market Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessments, OAK Securities will only procure investors who meet
the criteria of 'professional clients' or 'eligible counterparties'.
For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively of the FCA Handbook Conduct of Business
Sourcebook (for the purposes of the UK Target Market Assessment) or MiFID II
(for the purposes of the EU Target Market Assessment); or (b) a recommendation
to any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Timetable for the Placing
Various dates referred to in this Announcement are stated on the basis of the
expected timetable for the Placing. It is possible that some of these dates
may be changed. To facilitate the application for VCT relief in respect of the
VCT/EIS Placing Shares, such shares will be allotted on 3 February 2025
conditional upon Admission of such shares becoming effective on 3 February
2025 ("VCT/EIS Admission"). The General Placing Shares will be allotted on 4
February 2025, conditional upon Admission of such shares becoming effective on
4 February 2025 ("General Admission").
Terms of the Placing
OAK Securities has, prior to the notification of this Announcement to the RNS,
entered into the Placing Agreement with the Company under which OAK Securities
has undertaken, on the terms and subject to the conditions set out therein, to
use its reasonable endeavours as agent of the Company, to procure Placees for
the Placing Shares. This Appendix gives details of the terms and conditions
of, and the mechanics for participation in, the Placing.
Each Placee's commitment to subscribe for Placing Shares under the Placing and
to participate in the Bookbuild (as defined below) will be agreed (by email,
orally or otherwise) with OAK Securities and such agreement will constitute a
binding irrevocable commitment by a Placee, subject to the Terms and
Conditions set out in this Appendix, to subscribe for and pay for Placing
Shares ("Placing Participation") at the Issue Price of 0.5 pence per Placing
Share ("Placing Price"). Such commitment is not capable of variation,
termination or rescission by the Placee in any circumstances except fraud.
Upon such agreement, each Placee has an immediate, separate, irrevocable and
binding obligation owed to OAK Securities, as agent for the Company, to pay
the OAK Securities (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the total number of Placing Shares such
Placee has agreed to subscribe for in the Placing. All such obligations are
entered into by the Placee with OAK Securities, acting in its capacity as
agent of the Company, and are therefore directly enforceable by the Company.
Each Placee's allocation of Placing Shares will be agreed between OAK
Securities and the Company and will be confirmed by email or orally to each
Placee by OAK Securities (as agent for the Company) as soon as possible
following the closing of the Bookbuild and confirmed in writing, including the
aggregate amount owed by such Placee to OAK Securities and settlement
instructions ("Contract Confirmation"). The confirmation to such Placee by OAK
Securities (as agent for the Company) constitutes an irrevocable legally
binding commitment upon that person (who will at that point become a Placee)
in favour of OAK Securities and the Company to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the Company's
articles of association. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under 'Conditions of the
Placing' and to the Placing not being terminated on the basis referred to
below under 'Right to terminate the Placing Agreement'. By participating in
Placing, each Placee agrees that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below and will not
be capable of rescission or termination by the Placee.
OAK Securities and its affiliates are entitled to enter bids as principal in
the Placing.
Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be subscribed for
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under 'Registration and Settlement'.
The Company confirms that the Placing Shares will when issued, subject to the
constitution of the Company, rank pari passu in all respects and form one
class with the existing Ordinary Shares of the Company in issue on Admission,
including the right to receive dividends or other distributions after the date
of issue of the Placing Shares, if any. The Placing Shares are or will be
issued free of any encumbrance, lien or other security interest.
Applications for Admission
Applications will be made to the London Stock Exchange for VCT/EIS Admission
in respect of the VCT/EIS Placing Shares and General Admission in respect of
the General Placing Shares, in each case to trading on the AIM, the market of
that name operated by the London Stock Exchange ("AIM"). Subject to the
Resolutions being passed at the General Meeting of the Company, the details of
which are set out in the Circular, it is anticipated that VCT/EIS Admission in
respect of the VCT/EIS Placing Shares to trading on AIM will become effective
at 8.00am on 3 February 2025 and dealings in the VCT/EIS Placing Shares will
commence at that time. Settlement of the General Placing Shares and General
Admission is anticipated to become effective at 8.00am on 4 February 2025 and
dealings in the General Placing Shares to commence at that time and date for
normal account settlement.
Bookbuild
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild" or the "Bookbuilding Process"), which will be launched immediately
following this Announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of OAK Securities and the Company.
It is currently envisaged that the result of the Bookbuilding Process will be
announced via the RNS tomorrow, 15 January 2025 at 7.00 a.m.
EIS and VCT
The VCT/EIS Placing Shares to be issued pursuant to the VCT Placing are
intended to rank as 'eligible shares' for the purposes of EIS and VCT
investors and a 'qualifying holding' for the purposes of an investment by
VCTs, each pursuant to the relevant respective sections of the Income Tax Act
2007 ("ITA 2007"). The Company has not applied for, nor has it received, an
advanced assurance from HM Revenue & Customs ("HMRC") in respect of EIS
qualification, but the Company has obtained a written opinion from specialist
tax advisers confirming that the Company would, subject to the relevant limits
on such issuances, be able to issue the VCT/EIS Placing Shares as 'eligible
shares' under the relevant sections of the ITA 2007. Neither the Company nor
the Directors give any warranties or undertakings that EIS Reliefs or VCT
reliefs will be granted in respect of the VCT/EIS Placing Shares and neither
the Company nor the Directors give any warranties or undertakings that EIS
Reliefs or VCT reliefs, if granted, will not be withdrawn at a later date. If
the Company carries on activities beyond those disclosed to HMRC, then
shareholders may cease to qualify for the tax benefits. Placees must take
their own advice and rely on it.
The rules governing VCT and EIS reliefs are complex. Any prospective
investors who are considering investing in VCT/EIS Placing Shares in order to
obtain VCT or EIS reliefs are recommended to take independent tax advice from
a professional tax adviser.
Scaling back
OAK Securities (after consulting with the Company) reserves the right to scale
back the number of Placing Shares to be subscribed by any Placee or the number
of Placing Shares to be subscribed for by all Placees in aggregate. OAK
Securities also reserves the right not to offer allocations of Placing Shares
to any person and not to accept offers to subscribe for Placing Shares or to
accept such offers in part rather than in whole. OAK Securities shall be
entitled to effect the Placing by such alternative method to the Bookbuild as
it shall in its sole discretion lawfully determine in the exercise of its
appointment and the powers, authority and discretion conferred on it as the
sole broker.
To the fullest extent permissible by law, neither OAK Securities nor any
holding company of OAK Securities, nor any subsidiary, branch or affiliate of
any of OAK Securities (each an "Affiliate") nor any person acting on behalf of
any of the foregoing shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In particular,
neither OAK Securities, nor any of its Affiliates nor any person acting on
behalf of any such person shall have any liability to Placees in respect of
its conduct of the Placing.
Placing Agreement
Pursuant to the Placing Agreement, OAK Securities has agreed on behalf of and
as agent of the Company to use its reasonable endeavours to procure persons to
subscribe for the Placing Shares at the Placing Price, subject to these Terms
and Conditions. The Placing will not be underwritten.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of OAK Securities under the Placing Agreement in respect of
the VCT/EIS Placing Shares are conditional, inter alia, on:-
· the publication of the Circular on the Company's
website and its despatch by the Company by first class post to shareholders of
the Company (save as set out in the Placing Agreement) on 15 January 2025 (or
as soon as possible thereafter but no later than 28 February 2025);
· the passing of the Resolutions (including those to
facilitate the Share Capital Reorganisation) set out in the notice of the
General Meeting of the Company set out at the end of the Circular, without
amendment;
· the Company allotting, subject only to VCT/EIS
Admission, the VCT/EIS Placing Shares in accordance with the Placing
Agreement;
· the Company having complied with its obligations under
the Placing Agreement; and
· VCT/EIS Admission taking place not later than 8.00am on
3 February 2025 or such later time or date as the Company and OAK Securities
may otherwise agree (but not being later than 8.00am on the Long Stop Date).
The obligations of OAK Securities under the Placing Agreement in respect of
the General Placing Shares are conditional, inter alia, on:-
· the VCT/EIS Placing Shares being unconditionally
allotted and issued to the relevant Placees on VCT/EIS Admission and VCT/EIS
Admission having occurred;
· the Company allotting, subject only to General
Admission, the General Placing Shares in accordance with the Placing
Agreement;
· the Company having complied with its obligations under
the Placing Agreement; and
· General Admission taking place not later than 8.00am on
4 February 2025 or such later time or date as the Company and OAK Securities
may otherwise agree (but not being later than 8.00am on the Long Stop Date).
The Placing Agreement contains, inter alia, certain warranties and indemnities
from the Company for the benefit of OAK Securities.
If any of the conditions contained in the Placing Agreement ("Conditions") are
not fulfilled (or, where appropriate, waived in whole or part by OAK
Securities) by the times and dates stated (or such later dates as OAK
Securities and the Company may agree, being not later than 28 February 2025)
the Placing Agreement shall cease and determine and no party to the Placing
Agreement will have any claim against any other party for costs, damages,
charges, compensation or otherwise except that, amongst other things, OAK
Securities shall return to prospective Placees, in accordance with the Terms
and Conditions, any monies received from them.
OAK Securities may, in its absolute discretion and upon such terms as it
thinks fit, waive or extend the time for fulfilment of all or any part of any
of the Conditions which are capable of waiver or extension by them, but
provided that the latest time for fulfilment of any Condition shall not be
later than 8.00 a.m. on 28 February 2025. Any such waiver or extension will
not affect Placees' commitments as set out in this Announcement.
Right to terminate the Placing Agreement
OAK Securities may, in its absolute discretion, terminate the Placing
Agreement, inter alia, if:-
(i) the sum of the aggregate number of Placing
Shares set out in the notice given by OAK Securities to the Company of, inter
alia, the numbers of the Placing Shares resulting from the Bookbuild
multiplied by the Placing Price, together with the sum of the aggregate final
confirmed number of Subscription Shares multiplied by the Issue Price, is less
than £6 million in aggregate (and OAK Securities and the Company do not agree
such lesser sum);
(ii) the Company is in breach of any of its material
obligations under the Placing Agreement or cannot comply with any such
material obligation;
(iii) any of the Warranties is, or as repeated
immediately prior to and on VCT/EIS Admission and General Admission (by
reference to the facts, circumstances and knowledge, opinions, intentions and
expectations of the Company) would cause it to be untrue or inaccurate or
misleading in any material respect; or
(iv) there occurs or arises prior to VCT/EIS Admission
and General Admission any significant change or new material matter which
would require to be notified to shareholders of the Company or potential
Placees (except to the extent that a supplementary announcement or a
supplementary Circular is published by the Company); or
(v) the Company fails to accept the reasonable
advice of OAK Securities on a material matter concerning action to be taken in
respect of or in relation to the Placing, VCT/EIS Admission, General Admission
or any other material matter contained in this Announcement or the Circular;
or
(vi) the Company is in material breach of the Act, the
AIM Rules for Companies, MAR, the Disclosure Guidance and Transparency Rules
("DTRs"), the FSMA or any other laws or regulations to which the Company or
any Group Company and/or the Directors are subject from time to time and, to
the extent it can be remedied, such breach has not been remedied within five
(5) Business Days;
(vii) OAK Securities (acting reasonably, in good faith
and at its sole discretion) is not satisfied that it can proceed with the
Placing, VCT/EIS Admission or General Admission without defaulting on its
responsibilities under the FSMA, MAR or any other material regulatory
requirement; or
(viii) any event of 'Force Majeure' (as defined in the
Placing Agreement) occurs prior to VCT/EIS Admission or General Admission
which prevents any party not seeking to terminate from performing its
obligations under this Agreement; or
(ix) at any time prior to VCT/EIS Admission or General
Admission, OAK Securities becomes aware of any substantial change in any
national or international political, military, diplomatic, economic, financial
or market conditions (including disruption to trading on any relevant stock
exchange) or currency exchange rates or exchange controls or any statutory or
regulatory matter which, in the opinion of OAK Securities (acting reasonably,
in good faith and after such consultation with the Company as shall be
practicable in the circumstances), would have or be likely to have a material
and adverse effect on the Placing, the WRAP Offer or dealings in the New
Ordinary Shares in the secondary market or is of such magnitude to render the
Placing or the creation of a market in the New Ordinary Shares temporarily or
permanently impracticable or inadvisable;
(x) it shall come to the notice of OAK Securities
that any statement contained in this Announcement or the Circular (or any
amendment or supplement thereto) is or has become untrue, inaccurate or
misleading in any material respect, or matters have arisen which would, if
this Announcement and/or the Circular were issued at that time, constitute a
material omission therefrom (except to the extent that a supplementary
announcement or a supplementary Circular is published by the Company); or
(xi) OAK Securities believes (in its sole and absolute
discretion and acting in good faith) that termination is necessary in order to
preserve its reputation (without liability or continuing obligations on the
part of OAK Securities to the Company).
Following VCT/EIS Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of VCT/EIS Placing
Shares. Following General Admission, the Placing Agreement is not capable of
termination to the extent it relates to the Placing of any of the General
Placing Shares. For the avoidance of doubt, VCT/EIS Admission is not
conditional on General Admission taking place.
The exercise by OAK Securities of a right of termination (or any right of
waiver exercisable by OAK Securities contained in the Placing Agreement or the
exercise of any discretion under the Terms and Conditions set out herein is
within the absolute discretion of OAK Securities and OAK Securities will not
have any liability to Placees whatsoever in connection with any decision to
exercise or not exercise any such rights.
By accepting the Placing Shares referred to in the Announcement to which this
Appendix is annexed, each Placee agrees that, without having any liability to
such Placee, OAK Securities may exercise the right: (i) to extend the time for
fulfilment of any of the conditions in the Placing Agreement (provided that
Placees' commitments are not extended beyond the Long Stop Date); (ii) to, in
their absolute discretion, waive, in whole or in part, fulfilment of certain
of the conditions (but not including Admission); or (iii) to terminate the
Placing Agreement, in each case without consulting Placees (or any of them).
If any of the conditions in the Placing Agreement are not satisfied (or, where
relevant, waived), the Placing Agreement is terminated or the Placing
Agreement does not otherwise become unconditional in all respects, the Placing
will not proceed and all funds delivered by Placees to OAK Securities pursuant
to the Placing and this Appendix will be returned to Placees at their risk
(without interest), and Placees' rights and obligations under the Placing
shall cease and determine at such time and no claim shall be made by Placees
in respect thereof.
Registration and Settlement
Irrespective of the time at which the 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 on the basis explained
below.
Settlement of transactions in the Placing Shares (ISIN: GB00BD5H8572 both
before and after the Share Capital Reorganisation becoming effective)
following Admission will take place on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation within the
CREST system ("CREST") (subject to certain exceptions). OAK Securities
reserves the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that it may deem
necessary if delivery or settlement is not possible or practicable within
CREST within the timetable set out in the Announcement or would not be
consistent with the regulatory requirements in the jurisdiction of any Placee.
Following despatch of Contract Confirmations, Placees will be required to
confirm by email to OAK Securities (as agent for the Company) the CREST
account details in their names or in the names of their CREST nominees to
which their Placing Shares should be credited.
Subject to the Resolutions (including those to facilitate the Share Capital
Reorganisation) being passed at the General Meeting of the Company, the
details of which are set out in the Circular, it is expected that settlement
for the VCT/EIS Placing Shares will take place at 8.00 a.m. on 3 February 2025
and settlement for the General Placing Shares will take place at 8.00 a.m. on
4 February 2025 unless otherwise notified by OAK Securities.
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 2
percentage points above the base rate of Barclays Bank Plc as determined by
OAK Securities, with interest compounded on a daily basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, OAK Securities may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for its account and benefit (as agent for the Company), 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 may be required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties) which may
arise in any jurisdiction upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee
confers on OAK Securities all such authorities and powers necessary or
desirable to carry out any such sale and agrees to ratify and confirm all
actions which OAK Securities lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Contract Confirmation is copied and delivered
immediately to the relevant person within that organisation.
The Company confirms that, 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 as provided below, be so registered free from
any liability to UK stamp duty or stamp duty reserve tax or securities
transfer tax.
Placees will not be entitled to receive any fee or commission in connection
with the Placing.
Further Terms, Confirmations and Warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following confirmations,
acknowledgements, representations, warranties and/or undertakings (as the case
may be) to OAK Securities (in its capacity as sole broker and as agent of the
Company) and the Company and their respective directors, agents and advisers,
in each case as a fundamental term of its offer to acquire and subscribe for
Placing Shares:
1 each Placee confirms, represents and warrants that it has
read and understood the Announcement (including this Appendix) in its entirety
and acknowledges that its Placing Participation will be governed by the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings in this Appendix;
2 each Placee acknowledges and agrees that its Placing
Participation on the Terms and Conditions set out in this Appendix is legally
binding, irrevocable and is not capable of termination or rescission by such
Placee in any circumstances and that it has the funds available to pay the
Placing Price in respect of the Placing Shares for which it has given a
commitment under the Placing;
3 each Placee confirms, represents and warrants that it has
not relied on, received or requested nor does it have any need to receive, any
prospectus, offering memorandum, listing particulars or any other document
(other than the announcement of which this Appendix forms part), any
information given or any representations, warranties, agreements or
undertakings (express or implied), written or oral, or statements made at any
time by the Company or OAK Securities or by any subsidiary, holding company,
branch or associate of the Company or any of OAK Securities or any of their
respective officers, directors, agents, employees or advisers, or any other
person in connection with the Placing, the Company and its subsidiaries or the
Placing Shares and that in making its application under the Placing it is
relying solely on the information contained in the Announcement and this
Appendix and it will not be relying on any agreements by the Company and its
subsidiaries or OAK Securities, or any director, employee or agent of the
Company or of OAK Securities other than as expressly set out in this Appendix,
for which neither OAK Securities nor any of its directors and/or employees
and/or person(s) acting on their behalf shall to the maximum extent permitted
under law have any liability except in the case of fraud;
4 each Placee acknowledges that the content of this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement is exclusively the responsibility of the Company and that
none of OAK Securities, any of its Affiliates, directors, officers, employees
or agents, or any person acting on behalf of any of them 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 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, 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 subscribe for the Placing Shares is contained in this Announcement, any
information publicly announced to a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares, and that it has neither received nor relied
on any other information given or investigations, representations, warranties
or statements made by OAK Securities or the Company, or any of their
respective affiliates or any person acting on behalf of any of them (including
in any research report prepared by any of them) and none of the foregoing
persons will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any such other information,
representation, warranty or statement. Each Placee further acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in deciding to participate in the Placing and
that neither OAK Securities nor any of its Affiliates have made any
representations to it, express or implied, with respect to the Company, the
Placing and the Placing Shares or the truth, accuracy, completeness or
adequacy of any publicly available information about the Company or any other
information that has otherwise been made available to Placees concerning the
Company, whether at the date of publication, the date of this Announcement or
otherwise, and each of them expressly disclaims any liability in respect
thereof. Nothing in this paragraph or otherwise in this Announcement excludes
the liability of any person for fraudulent misrepresentation made by that
person;
5 each Placee confirms, represents and warrants that it is
sufficiently knowledgeable to understand and be aware of the risks associated
with, and other characteristics of, the Placing Shares and, among others, of
the fact that it may not be able to resell the Placing Shares except in
accordance with certain limited exemptions under applicable securities
legislation and regulatory instruments;
6 each Placee confirms, represents and warrants, if a
company or partnership, that it is a valid and subsisting company or
partnership and has all the necessary capacity and authority to execute its
obligations in connection with the Placing Participation and confirms,
represents and warrants that any person who confirms to OAK Securities on
behalf of a Placee an agreement to subscribe for Placing Shares is duly
authorised to provide such confirmation to OAK Securities;
7 each Placee agrees that the entry into the Placing
Agreement or the exercise by OAK Securities of any right of termination or any
right of waiver exercisable by OAK Securities contained in the Placing
Agreement or the exercise of any discretion is within the absolute discretion
of OAK Securities, and OAK Securities will not have any liability to any
Placee whatsoever in connection with any decision to exercise or not exercise
any such rights. Each Placee acknowledges that if: (i) any of the conditions
in the Placing Agreement are not satisfied (or, where relevant, waived); (ii)
the Placing Agreement is terminated; or (iii) the Placing Agreement does not
otherwise become unconditional in all respects; the Placing will lapse and
such Placee's rights and obligations in relation to the Placing shall cease
and determine at such time and no claim shall be made by any Placee in respect
thereof;
8 each Placee acknowledges and agrees that OAK Securities
does not act for, and that it does not expect OAK Securities to have any
duties or responsibilities towards, such Placee, including, without
limitation, for providing protections afforded to customers or clients of OAK
Securities under the FCA's Conduct of Business Sourcebook or advising such
Placee with regard to its Placing Participation and that OAK Securities is
not, and will not be, a customer or client of V as defined by the FCA's
Conduct of Business Sourcebook in connection with the Placing. Likewise, OAK
Securities will not treat any payment by such Placee pursuant to its Placing
Participation as client money and governed by the FCA's Client Assets
Sourcebook;
9 each Placee undertakes and agrees that it will be
responsible for any stamp duty or stamp duty reserve tax or securities
transfer tax in relation to the Placing Shares comprised in its Placing
Participation and that neither OAK Securities nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax or
securities transfer tax in relation to the Placing Shares comprised in such
Placee's Placing Participation;
10 each Placee acknowledges and agrees that the Placing
Participation confirmed in writing by email or orally by each Placee to OAK
Securities (in each case as agent for the Company) and further confirmed by
the Contract Confirmation is a legally binding contract between it and OAK
Securities and the Company subject to any scaling back, as described above, in
OAK SecuritiesL's absolute discretion and the Terms and Conditions of such
Placee's Placing Participation will be governed by, and construed in
accordance with, the laws of England and Wales, to the exclusive jurisdiction
of whose courts such Placee irrevocably agrees to submit;
11 each Placee agrees that it will ensure delivery and payment
is completed in accordance with the settlement instructions set out in the
Contract Confirmation and acknowledges and agrees that time shall be of the
essence as regards such Placee's obligations pursuant to its Placing
Participation;
12 each Placee acknowledges and agrees that it is the
responsibility of such Placee (if it is outside of the United Kingdom) to
satisfy itself that, in doing so, such Placee complies with the laws and
regulations of any relevant territory in connection with its Placing
Participation and that it obtains any requisite governmental or other consents
and observes any other applicable formalities;
13 each Placee acknowledges and agrees that the Announcement
does not constitute an offer to sell, or the solicitation of an offer to
subscribe for or buy, Placing Shares in any jurisdiction in which such an
offer or solicitation is unlawful. Accordingly, such Placee acknowledges and
agrees that the Placing Shares may not, subject to certain limited exceptions,
be offered or sold, directly or indirectly, in or into the United States, any
province of Canada or Australia, Japan, Republic of Ireland or the Republic of
South Africa or offered or sold to, or for the account or benefit of, a
national, citizen or resident of the United States, any province of Canada or
Australia, Japan, Republic of Ireland or the Republic of South Africa, in each
case subject to limited exemptions, or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction;
14 each Placee acknowledges and agrees that the Placing Shares
have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or jurisdiction of the United
States, or the relevant Canadian, Japan, Republic of Ireland ese, Australian
or South African securities legislation and therefore the Placing Shares may
not be offered, sold, transferred or delivered directly or indirectly into the
United States, Canada, Japan, Republic of Ireland, Australia or the Republic
of South Africa or their respective territories and possessions, subject to
limited exemptions, and in the case of the United States, pursuant to an
exemption from, or in a transaction not subject to the registration
requirements of the Securities Act and in compliance with United States
securities laws;
15 each Placee confirms, represents and warrants that it has
complied with all relevant laws of all relevant territories, obtained all
requisite governmental or other consents which may be required, in connection
with its Placing Participation and complied with all requisite formalities and
paid any issue, transfer or other taxes due in connection with its offer
commitment in any territory and that it has not taken any action or omitted to
take any action which will or may result in OAK Securities, the Company or any
of their respective directors, officers, agents, employees or advisers acting
in breach of the legal or regulatory requirements of any territory in
connection with the Placing or such Placee's Placing Participation;
16 each Placee confirms, represents and warrants if it is
receiving the Placing in circumstances under which the laws or regulations of
a jurisdiction other than the United Kingdom would apply, that it is a person
to whom the Placing Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
17 each Placee confirms, represents and warrants if it is a
resident in any EEA state, it is (i) an EEA Qualified Investor; and (ii) a
'professional client' or an 'eligible counterparty' within the meaning of
Article 4(1)(11) and Article 24(2), (3) and (4), respectively, of Directive
2004/39/EC as implemented into national law of the relevant EEA state;
18 each Placee confirms, represents and warrants if it is
outside the United Kingdom, neither this Announcement nor any other offering,
marketing or other material in connection with the Placing constitutes an
invitation, offer or promotion to, or arrangement with, it or any person whom
it is procuring to subscribe for Placing Shares pursuant to the Placing
unless, in the relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such documents or
materials could lawfully be provided to it or such person and Placing Shares
could lawfully be distributed to and subscribed and held by it or such person
without compliance with any unfulfilled approval, registration or other
regulatory or legal requirements;
19 each Placee confirms, represents and warrants if it is a
resident in the UK: (i) it is a UK Qualified Investor and (ii) it is a person
of a kind described in Article 19 and/or Article 49 of the FPO and it
understands that the information contained in this Appendix is only directed
at any of the following: (A) persons falling within Article 19 of the FPO
having professional experience in matters relating to investments; (B) persons
falling within Article 49 of the FPO (including companies and unincorporated
associations of high net worth and trusts of high value); (C) persons falling
within Article 43(2) of the FPO or (D) persons to whom it would otherwise be
lawful to distribute it; and that, accordingly, any investment or investment
activity to which this Appendix relates is available to it as such a person or
will be engaged in only with it as such a person;
20 each Placee confirms, represents and warrants that it does
not have a registered address in and is not a citizen, resident or national
of, any jurisdiction in which it is unlawful to make or accept an offer of the
Placing Shares and it is not acting on a non-discretionary basis for any such
person;
21 each Placee confirms, represents and warrants that its
subscription for Placing Shares does not trigger, in the jurisdiction in which
such Placee is resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report with respect to such
subscription; (ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of OAK Securities or
the Company;
22 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 OAK Securities, the Company or any of their
respective affiliates acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
23 each Placee confirms, represents and warrants that if it
indicates to OAK Securities that it wishes to subscribe for VCT/EIS Placing
Shares and is investing with a view to obtaining VCT relief in relation to
such subscription that (i) it is a VCT, subscribing for such VCT/EIS Placing
Shares pursuant to the Placing using VCT funds and (ii) the date on which it
raised funds was on or after 6 April 2012;
24 each Placee confirms, represents and warrants that if it
indicates to OAK Securities that it wishes to subscribe for VCT/EIS Placing
Shares and is investing with a view to obtaining EIS Relief in relation to
such subscription that the beneficial owner of such shares will be a
'qualifying investor' within the meaning of section 162 Income Tax Act 2007;
25 each Placee confirms, represents and warrants it is acting as
principal and for no other person and that its Placing Participation will not
give any other person a contractual right to require the issue or sale by the
Company of any Placing Shares;
26 each Placee confirms, represents and warrants that in
accepting its Placing Participation it is not applying for registration as, or
as a nominee or agent for, a person who is or may be a person mentioned in
sections 67 to 72 inclusive and sections 93 to 97 inclusive of the UK Finance
Act 1986;
27 each Placee confirms, represents and warrants that, to the
extent applicable to it, it is aware of its obligations in connection with
MAR, UK Criminal Justice Act 1993, Terrorism Act 2006, Anti-Terrorism Crime
and Security Act 2001, Money Laundering Regulations, the Proceeds of Crime Act
2002 and the Financial Services and Markets Act 2000 (each as amended), it has
identified its clients in accordance with the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and it has complied fully with its obligations pursuant to those Regulations;
28 each Placee acknowledges and agrees that all times and dates
in the Announcement and the Terms and Conditions set out in this Appendix may
be subject to amendment and that OAK Securities will notify it of any such
amendments;
29 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;
30 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;
31 each Placee acknowledges and agrees that no term of the
agreement confirmed by the Contract Confirmation shall be enforceable under
the Contracts (Rights of Third Parties) Act 1999 by any person other than the
Company or OAK Securities or any affiliate of OAK Securities or any
Indemnified Persons (as hereinafter defined);
32 each Placee acknowledges that any of its monies held or
received by OAK Securities will not be subject to the protections conferred by
the Client Money Rules of the Financial Conduct Authority ("FCA");
33 each Placee confirms and agrees that, in connection with any
permitted transfer, the Company or OAK Securities will have the right to
obtain, as a condition to such transfer, a legal opinion of counsel, in form
and by counsel satisfactory to the Company or OAK Securities, that no
Securities Act registration is or will be required along with appropriate
certifications by the transferee as to the 'Accredited Investor' status and/or
other appropriate matters;
34 each Placee confirms, represents and warrants that it has not
distributed, forwarded, transferred or otherwise transmitted the Announcement
or any other presentation or offering materials concerning the Placing Shares
within the United States, nor will it do any of the foregoing. Such Placee
further confirms that it understands that the information in the Announcement,
including financial information, may be materially different from any
disclosure that would be provided in a United States offering;
35 each Placee confirms, represents and warrants that if it has
received any confidential price sensitive information about the Company in
advance of the Placing, it has received such information within the market
soundings regime provided for in article 11 of MAR and associated delegated
regulations and has not: (a) dealt in the securities of the Company; (b)
encouraged or required another person to deal in the securities of the
Company; or (c) disclosed such information to any person, prior to the
information being made publicly available;
36 each Placee confirms, represents and warrants that, in making
its investment decision with respect to the Placing Shares:
36.1 it has not relied on the Company or any of its respective
affiliates or on any document published by any of them (other than the
Announcement);
36.2 it has the ability to bear the economic risk of its investment in
the Placing Shares and has no need for liquidity with respect to its
investment in the Placing Shares;
36.3 it has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits, risks and suitability of
investing in the Placing Shares, and is able to sustain a complete loss of any
investment in the Placing Shares;
36.4 it has investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing Shares,
including any federal, state and local tax consequences, affecting it in
connection with its subscription for and any subsequent disposal of the
Placing Shares;
36.5 if it is a 'financial intermediary' in the United Kingdom, as
that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the United Kingdom other than to UK
Qualified Investors, or in circumstances in which the prior consent of OAK
Securities has been given to the offer or resale;
36.6 if it is a 'financial intermediary' in a member state of the EEA,
as that term is used in Article 5(1) of the EU Prospectus Regulation, the
Placing Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the EEA other than to
EEA Qualified Investors, or in circumstances in which the prior consent of OAK
Securities has been given to the offer or resale; and
36.7 it has not offered or sold and will not offer or sell any Placing
Shares to the public in the United Kingdom or any member state of the EEA
except in circumstances falling within Article 5(1) of the UK Prospectus
Regulation or the EU Prospectus Regulation which do not result in any
requirement for the publication of a prospectus pursuant to the UK Prospectus
Regulation or the EU Prospectus Regulation;
37 each Placee acknowledges and agrees that neither OAK
Securities, nor any of its Affiliates or any person acting on behalf of any of
them, 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 it is not entitled to the protections afforded to clients
of OAK Securities in connection with the Placing and that neither OAK
Securities nor any of its Affiliates nor any of their respective officers,
directors, employees or advisers shall be liable for any losses (including,
without limitation, loss of profit, loss of business or opportunity and
special interest or consequential losses), damages or costs of the Placee save
as a result of fraud or for death or personal injury;
38 each Placee acknowledges and agrees the Placing does not
constitute a recommendation or financial product advice and OAK Securities has
not had regard to its particular objectives, financial situation and needs;
39 each Placee acknowledges that the Company, OAK Securities,
CREST, the Registrar, any transfer agent, any distributors or dealers and
their respective affiliates and others will rely on the truth and accuracy of
the foregoing warranties, acknowledgements, representations, undertakings and
agreements, and agrees to notify the Company and OAK Securities promptly in
writing if any of its warranties, acknowledgements, representations,
undertakings or agreements set out above cease to be accurate and complete and
to indemnify and hold harmless on an after-tax basis the Company, OAK
Securities and any of their respective officers, directors, agents, employees
or advisers ("Indemnified Persons") from and against any and all loss, damage,
liability or expense, including reasonable costs and attorneys' fees and
disbursements, which an Indemnified Person may incur by reason of, or in
connection with, any representation or warranty made by such Placee as set out
above not having been true when made, any misrepresentation made or any
failure by such Placee to fulfil any of its undertakings or agreements set out
above or any other document such Placee provides to the Company or OAK
Securities. Such Placee irrevocably authorises each of the Company and OAK
Securities to produce a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby;
40 acknowledges that it irrevocably appoints any member or
officer of OAK Securities as its agent for the purposes of executing and
delivering to the Company and/or the Registrar 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; each Placee acknowledges
that the rights and remedies of OAK Securities 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 right or remedy will not prevent the exercise of the other rights and/or
remedies;
41 each Placee acknowledges and agrees that its commitment to
subscribe for Placing Shares on the terms set out herein and in the trade
confirmation will continue notwithstanding any amendment that may in future be
made to the Terms and Conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or OAK Securities's conduct of the Placing;
42 each Placee acknowledges and agrees that in connection with
the Placing, OAK Securities and any of its 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 OAK Securities and any of its Affiliates
acting in such capacity. In addition, OAK Securities may enter into financing
arrangements and swaps with investors in connection with which OAK Securities
may from time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. Neither OAK Securities nor any of its
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so;
43 each Placee acknowledges and agrees that none of the Company,
the Directors or any of the Company's advisers give any warranty or
undertaking that the VCT/EIS Placing Shares will be eligible for EIS Relief or
be regarded as a 'qualifying holding' for VCT relief purposes or that any such
reliefs (if available) will not be withdrawn at a later date;
44 each Placee authorises and instructs OAK Securities, the
Company and their respective agents to receive and hold any personal data and
information of or belonging to the Placee which is received in relation to the
Placing, and it consents to the lawful use by OAK Securities, the Company and
their respective agents of such data and information for the purposes of the
Placing; and
45 each Placee undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in accordance
with the Announcement and these Terms and Conditions on the due time and date
set out herein, failing which the relevant Placing Shares may be placed with
other subscribers or sold as the OAK Securities may in its sole discretion
determine and without liability to such Placee and such Placee will remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the liability for
any stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to or referred to in these Terms and Conditions) which
may arise upon the placing or sale of such Placee's Placing Shares on its
behalf.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company and OAK
Securities (for their own benefit and, where relevant, the benefit of their
respective officers and affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that the neither the Company nor OAK Securities owes any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.
Responsibility
The Terms and Conditions set out in this Appendix and the Announcement of
which it forms part have been issued by the Company and are the sole
responsibility of the Company.
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