REG - Poolbeg Pharma PLC - Proposed Fundraising to raise approximately £4.1M
20/05/2025 07:02
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RNS Number : 3065J Poolbeg Pharma PLC 20 May 2025
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FOR IMMEDIATE RELEASE.
20 May 2025
Poolbeg Pharma plc
Proposed Fundraising to raise approximately £4.1 million
Launch of Placing via accelerated bookbuild
and
Notice of General Meeting
Poolbeg Pharma plc (AIM: POLB, 'Poolbeg Pharma' or the 'Company'), a
clinical-stage biopharmaceutical company focussed on the development of
innovative medicines to address unmet medical needs, announces a proposed
conditional fundraising (the "Fundraising") to raise gross proceeds of, in
aggregate, approximately £4.1 million through the issue of new ordinary
shares of 0.02 pence each in the capital of the Company ("Ordinary Shares").
The Fundraising comprises:
· a placing of new Ordinary Shares (the "Placing Shares") to raise
not less than £2.655 million via an accelerated bookbuild process (the
"Placing");
· direct subscriptions for new Ordinary Shares (the "Subscription
Shares") to raise approximately £1.345 million (the "Subscription"); and
· a conditional offer of new Ordinary Shares (the "BookBuild Offer
Shares") to existing eligible retail investors (the "BookBuild Offer") via the
BookBuild Platform to raise up to £100,000, announced separately.
The Placing Shares and the Subscription Shares are expected, based on advice
received by the Company, to qualify for EIS and VCT relief, although no
assurance has been obtained from HMRC. For further details, please see
paragraph 5.4 of "Extracts from the draft Circular", below.
The new Ordinary Shares will be issued at a price of 2.5 pence per share (the
"Issue Price"). The Issue Price represents a discount of approximately 12% to
the closing mid-market price on 19 May 2025 of 2.85 pence per Ordinary Share,
being the latest practicable date prior to the publication of this
Announcement.
The bookbuilding process for the Placing (the "Bookbuilding Process") will
commence immediately following this Announcement and will be conducted by
Shore Capital, acting as sole bookrunner, subject to terms and conditions set
out in the Appendix, which forms part of this Announcement.
Use of net proceeds
· The Company will use the net proceeds of the Fundraising to
realise the following meaningful expected value inflection points whilst,
together with the Company's existing resources, providing financial runway
into 2027:
o POLB 001's Phase 2a trial: First patient dosed is expected in H2 2025 and
Phase 2a topline data is expected in H2 2026, including interim analysis in H1
2026. POLB 001 is a potentially breakthrough, orally delivered p38 MAPK
inhibitor designed to prevent cancer immunotherapy-induced Cytokine Release
Syndrome ("CRS"), a severe, potentially life-threatening side effect of cancer
immunotherapies. Poolbeg's decision to expand into oncology with POLB 001 has
unlocked a significant market opportunity expected to exceed US$10 billion, as
confirmed by independent research commissioned by Poolbeg. There are strong
indications from Big Pharma to provide the necessary bispecific antibody, free
of charge, to support the Phase 2a trial which represents a significant
validation as to the industry interest in POLB 001 and its potential. The
Company sees potential for partnering on positive data from this trial.
o Oral GLP-1 proof of concept trial: The trial is expected to start in the
coming months and topline proof of concept data expected H1 2026. The oral
GLP-1 programme is comprised of a proprietary encapsulation technology to
potentially offer an effective oral GLP-1 alternative for the growing obesity
market and overcome oral delivery challenges of peptide-based biologicals. The
Company believes that successful results from the trial may support partnering
and multiple opportunities for value creation.
Director participation
Cathal Friel, Executive Chair of the Company, who is a related party for the
purposes of the AIM Rules, has indicated his intention to participate in the
Fundraising by subscribing for new Ordinary Shares at the Issue Price with an
investment of £100,000 (the "Participation"). The Company's directors
(excluding Cathal Friel and Ian O'Connell), having consulted with the
Company's nominated adviser Cavendish, consider the terms of the Participation
to be fair and reasonable insofar as the Company's shareholders are concerned.
Although Cavendish has agreed that Mr O'Connell does not have a personal
interest in the Participation, to avoid any perception of a conflict Mr
O'Connell nevertheless recused himself given his previous employment
relationship with Raglan Capital.
Further announcements will be made shortly in connection with the BookBuild
Offer.
The timing of the closing of the bookbuild and allocations are at the absolute
discretion of Shore Capital and the Company. It is currently envisaged that
the result of the bookbuild will be announced via RNS later today. The Placing
Shares and the Subscription Shares are not part of the BookBuild Offer.
A circular (the "Circular"), containing details of the Fundraising and
convening a general meeting of the Company proposed to be held at the offices
of DAC Beachcroft LLP at The Walbrook Building, 25 Walbrook, London, England,
EC4N 8AF, UK at 2.00 p.m. on 23 June 2025 (the "General Meeting") in order to
pass the resolutions required to effect the Fundraising (the "Resolutions"),
is expected to be posted to Shareholders after the closure of the bookbuild.
The Circular, once published, will be available on the Company's website at
www.poolbegpharma.com. Extracts of the Circular are set out further below.
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 is not being 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 Subscription and the
BookBuild Offer would similarly not proceed.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. The Appendix to this Announcement sets out
further information relating to the terms and conditions of the Placing. It is
intended that the BookBuild Offer Shares will be subscribed for on the basis
of the terms and conditions of the BookBuild Offer, rather than pursuant to
the terms and conditions of the Placing contained in the Appendix to this
Announcement.
Enquiries:
Poolbeg Pharma Plc +44 (0) 207 183 1499
Cathal Friel, Executive Chair ir@poolbegpharma.com
Jeremy Skillington, CEO
Ian O'Connell, CFO
Shore Capital (Sole Broker & Bookrunner in respect of the Fundraising; +44 (0) 207 408 4090
Joint Broker to the Company)
David Coaten, Harry Davies-Ball (Corporate Advisory)
Malachy McEntyre, Isobel Jones (Corporate Broking)
Cavendish Capital Markets Ltd (NOMAD & Joint Broker to the Company) +44 (0) 207 220 0500
Geoff Nash, Trisyia Jamaludin (Corporate Finance)
Nigel Birks (Life Science Specialist Sales)
Harriet Ward (ECM)
J&E Davy (Joint Broker to the Company) +353 (0) 1 679 6363
Anthony Farrell, Niall Gilchrist
Optimum Strategic Communications +44 (0) 208 078 4357
Nick Bastin, Vici Rabbetts, Elena Bates poolbeg@optimumcomms.com
About Poolbeg Pharma plc
Poolbeg Pharma plc is a clinical-stage biopharmaceutical company focussed on
the development of innovative medicines to address unmet medical needs. The
Company's clinical programmes target large addressable markets including,
cancer immunotherapy-induced Cytokine Release Syndrome ("CRS") and metabolic
conditions such as obesity with the development of an oral encapsulated
glucagon-like peptide receptor (GLP-1R) agonist. For more information, please
go to www.poolbegpharma.com (http://www.poolbegpharma.com) or follow us
on X (https://x.com/PoolbegPharma) and LinkedIn
(https://www.linkedin.com/company/poolbeg-pharma/) .
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing, the Subscription and the BookBuild Offer 20 May 2025
Announcement of the results of the Placing 20 May 2025
Announcement of the results of the BookBuild Offer 23 May 2025
Latest time and date for receipt of Forms of Proxy and CREST Proxy 2 p.m. on 19 June 2025
Instructions
General Meeting 2 p.m. on 23 June 2025
Announcement of the results of the General Meeting 23 June 2025
Admission and commencement of dealings in the New Ordinary Shares on AIM 8.00 a.m. on 25 June 2025
Crediting of the New Ordinary Shares in uncertificated form to CREST accounts 8.00 a.m. on 25 June 2025
Despatch of share certificates in respect of the New Ordinary Shares (if within 10 business days of Admission
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 passing of the Resolutions.
Extracts from the draft Circular
1. Introduction
On 20 May 2025, the Company announced that it proposed to undertake a
Fundraising with new and existing investors. The Fundraising is being
conducted through a conditional Placing of not less than £2.655 million gross
proceeds, via and accelerated bookbuild process, and a Subscription which has
conditionally raised £1.345 million gross proceeds, together with a
conditional BookBuild Offer to raise up to £100,000 gross proceeds, which
provides other eligible existing Shareholders who are not taking part in the
Placing or the Subscription with an opportunity to participate in the
Fundraising. The Placing, the Subscription and the BookBuild Offer are all
being carried out at the same Issue Price of 2.5 pence per New Ordinary Share.
The Issue Price represents a discount of approximately 12% to the closing mid
market price on 19 May 2025 of 2.85 pence per Ordinary Share, being the last
practicable date prior to the announcement of the Fundraising.
Further details of the terms of the Fundraising are set out below under the
heading '5. Details of the Fundraising' and '6. Use of proceeds'.
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 BookBuild Offer and the
Subscription will similarly not proceed.
The main purpose of the Circular is to set out the reasons for, and details
of, the Fundraising, to explain why the Directors consider that the
Fundraising is in the best interests of the Company and its Shareholders as a
whole and to unanimously recommend that you vote in favour of the Resolutions
to be proposed at the General Meeting, notice of which will be set out at the
end of Circular.
2. Background to and reasons for the Fundraising
Poolbeg Pharma is a clinical-stage biopharmaceutical company focussed on the
development of innovative medicines to address unmet medical needs. The
Company's clinical programmes target large addressable markets including,
cancer immunotherapy-induced Cytokine Release Syndrome ("CRS") and metabolic
conditions such as obesity with the development of an oral encapsulated
glucagon-like peptide receptor (GLP-1R) agonist.
The Fundraising will enable multiple near-term clinical data catalysts over
the next 24 months in substantial therapeutic areas with unmet medical needs.
Further details on the Company's existing pipeline opportunities are included
below.
POLB 001
POLB 001 is a Phase 2 ready, potentially breakthrough, orally delivered p38
MAPK inhibitor designed to prevent cancer immunotherapy-induced CRS, a severe,
potentially life-threatening side effect of cancer immunotherapies.
Having identified POLB 001 as a potential preventative therapy for cancer
immunotherapy-induced CRS in 2023, the Company is pleased to have brought this
from concept to validated preclinical data in c.12 months and Phase 2 ready in
just c.24-months. Poolbeg Pharma anticipates commencing a Phase 2a POLB 001
trial. The proposed trial would be conducted as an open label, single arm
trial with twice daily oral dosing of POLB 001 prior to and during step-up
dosing for an approved multiple myeloma bispecific antibody in approximately
30 patients.
The first person dosed in a Phase 2a trial is expected in the second half of
2025, with interim analysis expected in the first half of 2026 and topline
data expected in the second half of 2026. There are strong indications from
Big Pharma to provide the necessary bispecific antibody, free of charge, to
support the Phase 2a trial which represents a significant validation as to the
industry interest in POLB 001 and its potential. A number of leading myeloma
clinicians have expressed interest in participating in the proposed trial. The
Company sees potential for partnering on positive data from this trial that
gives an indication on efficacy upon administration of POLB 001.
Oral encapsulated GLP-1 programme
The Company's oral encapsulated glucagon-like peptide (GLP-1) programme is
comprised of a proprietary delivery technology to potentially offer an
effective oral GLP-1 alternative for the growing obesity market and overcome
oral delivery challenges of peptide-based biologicals. The upcoming proof of
concept trial will be conducted at the University of Ulster, led by a team
that includes Prof. Carel Le Roux, a notable figure in the field of metabolic
medicine. The Company believes that there is potential for further
partnerships beyond GLP-1 and that successful results from the trial may
provide technology validation to support multiple opportunities for value
creation.
The proof of concept trial is expected to start within the coming months with
topline data expected in the first half of 2026, with the potential for
partnering on positive data.
Artificial intelligence ("AI") programmes
Poolbeg Pharma's pipeline also contains preclinical discovery programmes from
two AI discovery programmes targeting respiratory syncytial virus ("RSV")
and influenza, both of which are large market opportunities. The Company's AI
programmes integrate proprietary multi-parametric clinical data to identify
novel host response targets. A number of potential targets and clinical-stage
repurposing drug candidates have been identified and discussions are currently
ongoing in respect to potential collaborations.
3. Information on Poolbeg Pharma plc
3.1 Introduction
As mentioned above, Poolbeg Pharma is a clinical-stage biopharmaceutical
company focussed on the development of innovative medicines to address unmet
medical needs. The Company's management team is highly experienced, with a
successful track record of building successful life science companies and
generating shareholder returns. Between them, the team has been involved in
the establishment of NASDAQ-listed Amryt Pharma (sold to Chiesi Farmaceutici
for US$1.48 billion in April 2023), the growth and sale of Inflazome to Roche
(upfront payment of €380 million), and the development of hVIVO, known as
Open Orphan before it rebranded to hVIVO in 2022 (market cap of hVIVO in May
2025 was approximately £120 million), into the world's leading infectious
disease Contract Research Organisation ("CRO").
Pipeline Overview
Poolbeg Pharma's high value programmes target areas of high unmet medical need
including cancer immunotherapy-induced CRS and metabolic conditions such as
obesity with our oral encapsulated GLP-1 programme.
*Further life cycle opportunities, including severe influenza
During 2023, Poolbeg Pharma announced its strategic expansion of POLB 001 into
oncology for cancer immunotherapy-induced CRS, in addition to its potential to
treat severe influenza. CRS is a severe, potentially life-threatening side
effect of cancer immunotherapies, which can occur in >70% of patients
receiving some cancer immunotherapies. This strategic decision to expand into
oncology has unlocked a significant market opportunity expected to exceed
US$10 billion, as confirmed by independent research commissioned by Poolbeg
Pharma. This estimate encompasses solely Multiple Myeloma and Diffuse Large
B-Cell Lymphoma due to the rapid advancements in bispecific antibody and CAR T
cell therapies for these indications. There are no approved therapies for
prevention of CRS and limited options for the treatment of CRS following its
onset. Cancer immunotherapies are being widely developed across a broader
range of haematological malignancies (including many rare or orphan cancers)
and solid tumours, which we believe will expand the opportunity for POLB 001
far beyond the estimate of US$10 billion.
POLB 001 for cancer immunotherapy-induced CRS - A potentially breakthrough
preventative therapy for cancer immunotherapy-induced CRS. POLB 001 is a
Phase-2 ready asset with strong pre-clinical and clinical data. POLB 001 is an
oral small molecule p38 MAPK inhibitor that was safe and well tolerated in two
Phase I trials, and has demonstrated potent inhibition of CRS-related
cytokines, such as TNF-α and IL-6, in clinical and preclinical studies.
CRS is an acute inflammatory reaction which can occur following administration
of cancer immunotherapies such as bispecific antibodies or CAR T cell
therapies. Widespread and uncontrolled activation of immune cells leads to an
overwhelming inflammatory response, which can manifest as fever, tachycardia,
hypotension, hypoxia and can progress to organ failure and death. Key to POLB
001's potential as a primary preventative for CRS is the ability of p38 MAPK
inhibition to selectively prevent excessive inflammation without
immunosuppression.
The effects of POLB 001 were investigated in a double-blind,
placebo-controlled, LPS challenge study. POLB 001 was well tolerated with no
serious adverse events. Following intravenous LPS challenge, the typical
LPS-induced rise in plasma cytokine levels were decreased by POLB 001 across
all cytokines (56-81%, TNF-α and IL-6 shown below).
POLB 001 was investigated in two humanised mouse models of CRS. CRS was
induced using either a CD28 superagonist or a CD3xCD19 bispecific antibody.
The CD28-induced CRS study was designed to evaluate the effect of POLB 001 on
CRS compared to Adalimumab, an anti-TNF antibody, which is a gold standard
potent inhibitor of CRS in humanised mouse models. POLB 001 effectively
reduced CRS and demonstrated superior cytokine inhibition compared to
Adalimumab. POLB 001 was shown to dose dependently reduce clinical CRS scores
and significantly reduced peak serum levels of TNF-α, IL-4, IL-6, IL-8 and
MIP-1α (IL-6 and IL-8 shown below). All other cytokines tested demonstrated
trends of reduced peak levels. Consistent with these results, in the model of
CD3xCD19-induced CRS, POLB 001 significantly decreased levels of all cytokines
tested including IL6, IL-10, TNF-α and IFN-γ. These results support the
development of POLB 001 for the prevention and treatment of cancer
immunotherapy-induced CRS.
Currently, >70% of patients treated with T cell engaging bispecific
antibodies, or CAR T cell therapy experience CRS. CRS can occur within days to
weeks of administration of the immunotherapy and CRS of any grade can lead to
prolonged hospital stays and in some cases mortality risk. The administration
of these cancer immunotherapies is therefore restricted only to specialist
cancer centres, which have experience and capability to adequately monitor
patients and treat CRS. This restriction has created a "bottleneck" in
providing seamless, cost-efficient access to these treatments for the patients
who need them. We estimate that by 2030 there will be ~500,000 potential
eligible patients with Multiple Myeloma (MM) and Diffuse Large B Cell Lymphoma
(DLBCL) alone, across the US and EU.
There are few approved therapies for the management of CRS and no approved
therapies for the prevention of CRS. As an oral therapy to prevent or treat
CRS, POLB 001 has the potential to enable broader use of cancer
immunotherapies, potentially in an outpatient setting. Immunotherapies are in
development for a much wider range of haematologic cancers and solid tumours
and therefore, POLB 001's addressable market could grow. The Directors believe
POLB 001 not only has great clinical potential but could also offer a
compelling economic case, by reducing the costs related to administration of
certain immunotherapies and the resource utilisation to monitor for and treat
CRS.
An independent advisory board with international key opinion leaders,
healthcare payers and clinical trial experts, endorsed the attractiveness of
POLB 001's Target Product Profile ("TPP") and its potential as an oral therapy
to address the significant unmet medical need of cancer immunotherapy-induced
CRS. We are progressing our partnering strategy to accelerate this exciting
programme.
Oral encapsulated GLP-1 programme - The Company's oral encapsulated GLP-1
programme leverages a delivery system that encapsulates API's (active
pharmaceutical ingredients) using Generally Regarded as Safe ("GRAS")
components. This approach targets delivery to specific areas of the gut and
into systemic circulation for the treatment of metabolic disorders, such as
diabetes and obesity. The effectiveness of the technology has already been
validated via the commercialisation of encapsulated oral probiotics and
nutraceuticals by our partner, AnaBio Technologies.
The World Health Organisation ("WHO") has categorised obesity as a global
healthcare issue of epidemic proportions with the US Centres for Disease
Control and Prevention ("CDC") estimating that c.42% of the US population is
affected. Obesity is estimated to have caused US$347.5 billion in economic
costs to US businesses and employees in 2023. Such factors have catalysed the
growth of prescription weight loss drugs, including glucagon-like peptide 1
receptor agonists ("GLP-1R"). The global GLP-1R market is projected to reach
US$150 billion by 2031 in obesity and diabetes alone. This programme
represents a major commercial opportunity.
Oral GLP-1R options remain limited yet highly sought after owing to their
non-invasiveness, ease of access and greater patient compliance, particularly
those with chronic conditions who require long-term treatment. There is
currently only one oral GLP-1R agonist on the market with a bioavailability of
just c.1%.
Artificial intelligence programmes - The Company collaborated with AI experts,
CytoReason for influenza and OneThree Biotech for Respiratory Syncytial Virus
("RSV"), to build and lead two AI programmes, utilizing Poolbeg Pharma's
licenced proprietary multi-parametric human challenge trial data. These
programmes successfully identified valuable novel drug targets and new
potential drug candidates representing potential new classes of therapy for
the treatment of influenza and RSV.
The depth and precision of human challenge trial data has revolutionised
AI-driven insights, identifying host-response-based targets that could halt or
slow disease progression, with reduced risk of viral resistance which is a
critical challenge in the development of treatments for respiratory viral
diseases.
Following the successful prioritization of candidates in late 2023,
discussions regarding potential collaborations are ongoing. AI-driven drug
discovery continues to attract global interest due to its potential to
accelerate target identification, reduce costs, de-risk development, and
improve success rates.
POLB 001 for severe influenza - There remains a substantial unmet medical need
for new treatments for patients with severe influenza. Poolbeg Pharma believe
POLB 001 is ideally suited as a severe influenza therapeutic, a valuable life
cycle opportunity for the drug. It differs from existing treatments for
influenza in that it targets the host immune response rather than the virus
and is therefore unaffected by viral variance. Mortality and tissue damage
with severe influenza are caused by an excessive host immune response
(hypercytokinemia or 'cytokine storm') rather than the virus directly.
3.2 Current Trading and Prospects
The Company has made good progress to date, particularly with POLB 001, and
management looks forward to the commencement and results from its oral GLP-1
proof of concept trial. The Company will also provide updates on the POLB
001 Phase 2a trial, including interim analysis, expected in the first half of
2026, and topline data expected in the second half of 2026. Results from both
the proof of concept trial and the Phase 2a trial represent major potential
value inflection points for the Company.
Poolbeg Pharma remains well-positioned for success, leveraging its proven
leadership team's track record and expertise in the pharmaceutical industry
with a cash runway, post Fundraising, into 2027. The Company's focus remains
on addressing critical unmet medical needs for patients and thus generating
shareholder value as it looks to progress the Company's high value pipeline.
4. Working Capital
The Company is debt free with c.£6.2 million cash as at 31 March 2025, with
the net proceeds of the Fundraising expected to extend the cash runway into
2027, through meaningful expected value inflection points as referred to in
section 2 above.
5. Details of the Fundraising
5.1 Placing
The Company has proposed a conditional Placing with new and existing
institutional and other investors of not less than 106,200,000 Placing Shares
in aggregate at the Issue Price of 2.5 pence per Placing Share to raise gross
proceeds of not less than £2.655 million. The Placing Shares, when issued,
will represent approximately 16% of the Enlarged Share Capital immediately
following Admission.
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 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 Company having complied with its
obligations under the Placing Agreement to the extent the same fall to be
performed prior to Admission; and (c) Admission becoming effective on or
before 8.00 a.m. on 25 June 2025 or such later date as the Company and Shore
Capital may agree (being no later than 8.00 a.m. on 23 July 2025). The Placing
Shares are not subject to clawback.
Subject to, inter alia, the passing of the Resolutions, application will be
made for the Placing Shares, to be admitted to trading on AIM. Admission is
expected to occur and dealings are expected to commence in the Placing Shares
on AIM at 8.00 a.m. on 25 June 2025.
5.2 BookBuild Offer
The proposed BookBuild Offer is conditional on (a) the passing of the
Resolutions as set out in the Notice of General Meeting being approved by
Shareholders and (b) Admission becoming effective by no later than 8.00 a.m.
on 25 June 2025 (or such later date as the Company may announce, not being
later than 23 July 2025). Furthermore, the BookBuild Offer will not proceed if
the Placing does not proceed.
The BookBuild Offer is not underwritten.
The Company is relying on an available exemption from the need to publish a
prospectus approved by the FCA (acting in its capacity as the UK Listing
Authority) in respect of the BookBuild Offer.
Application will be made for the BookBuild Offer Shares to be admitted to
trading on AIM. It is expected that dealings in the BookBuild Offer Shares
will commence on AIM at 8.00 a.m. on 25 June 2025.
5.3 Subscription
The Subscription Shares are being subscribed for directly by the Subscribers
at the Issue Price pursuant to the Subscription Agreements. The Subscription
remains conditional, among other things, upon (a) the Resolutions as set out
in the Notice of General Meeting being approved by Shareholders and (b)
Admission becoming effective by no later than 8.00 a.m. on 25 June 2025 (or
such later date as the Subscribers and the Company may agree, not being later
than 23 July 2025). The Subscription is not being underwritten, and the
Subscription Shares are subject to scale back at Company's absolute
discretion. Furthermore, the Subscription will not proceed if the Placing does
not proceed.
The Subscription Shares, when issued, will represent approximately 8% of the
Enlarged Share Capital immediately following Admission.
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 25 June 2025.
5.4 EIS and VCT
The Company has been advised that the Placing Shares and the Subscription
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 the Placing Shares and the Subscription Shares or is a
'qualifying holding' for the purpose of investment by VCTs.
The Company has been advised that the Placing Shares and the Subscription
Shares will constitute 'eligible shares' and that the Company was 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 the Placing Shares and the Subscription Shares will meet the requirements
for EIS Relief.
None of the Directors, the Company or Shore Capital give any representation,
warranty or undertaking that any VCT investment in the Company is a qualifying
holding, or that a subscription for the Placing Shares and the Subscription
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 the Placing or the
Subscription in order to obtain VCT or EIS reliefs are recommended to take
independent tax advice from a professional tax adviser.
5.5 Placing Agreement
Pursuant to the terms of the Placing Agreement, Shore Capital 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 is not being underwritten by Shore Capital or Cavendish.
The Placing Agreement contains customary warranties from the Company in favour
of Shore Capital and Cavendish in relation to, amongst other things, the
accuracy of the information in the Circular and other matters relating to the
Group and its business. In addition, the Company has agreed to indemnify Shore
Capital and Cavendish in relation to certain liabilities it may incur in
respect of the Fundraising.
Shore Capital has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, including where any warranties given in the
Placing Agreement are or become untrue, inaccurate or misleading, breach by
the Company of any of its obligations under the Placing Agreement, the
occurrence of a force majeure event or in the event of a material adverse
change in the financial position or prospects of the Company.
As part of the Fundraising arrangements, the Company has conditionally agreed
to issue 1,000,000 new Ordinary Shares at the Issue Price to Cavendish and
1,600,000 new Ordinary Shares at the Issue Price to Shore Capital, in each
case, in lieu of advisory fees due. The issue of the Fee Shares is conditional
upon completion of the Placing and Admission, and the Fee Shares will rank
pari passu with the Existing Ordinary Shares upon Admission.
The obligations of Shore Capital under the Placing Agreement are conditional,
inter alia, upon the Resolutions being passed at the General Meeting, and
Admission occurring by 8.00 a.m. on 25 June 2025.
5.6 Settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and dealings in the New Ordinary Shares will commence on AIM
at 8.00 a.m. on 25 June 2025, subject to the passing of the Resolutions at the
General Meeting.
The New Ordinary Shares will, on 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
Admission.
For the purposes of section 571(6)(c) of the Act, the Directors confirm that
the Issue Price has been determined following market soundings (as permitted
by law and regulation) and the taking of professional advice.
6. Use of proceeds
The Company will use the net proceeds of the Fundraising to realise the
following meaningful expected value inflection points:
· POLB 001's Phase 2a trial: First patient dosed is expected in H2
2025 and Phase 2a topline data is expected in H2 2026, including interim
analysis in 2026.
· Oral GLP-1 programme's proof of concept trial: The trial expected
to start in the coming months and topline proof of concept data expected H1
2026.
The Fundraising, together with Poolbeg Pharma's existing resources, is
expected to extend the Company's cash runway into 2027.
7. Related Party Transactions
Cathal Friel, Executive Chair of the Company, who is a related party for the
purposes of the AIM Rules, has indicated his intention to participate in the
Fundraising by subscribing for new Ordinary Shares at the Issue Price with an
investment of £100,000 (the "Participation").
Raglan Professional Services Limited ("Raglan Professional"), a company
controlled by Cathal Friel, has provided consulting services in connection
with the Subscription and has agreed a fee of £55,000 plus VAT (if
applicable) for these services ("Advisory Fee"). Raglan Professional is deemed
to be a related party for the purposes of the AIM Rules.
The Company's directors (excluding Cathal Friel and Ian O'Connell), having
consulted with the Company's nominated adviser Cavendish, consider the terms
of both the Participation and the Advisory Fee to be fair and reasonable
insofar as the Company's shareholders are concerned. Although Cavendish has
agreed that Mr O'Connell does not have a personal interest in the
Participation or Advisory Fee, to avoid any perception of a conflict Mr
O'Connell nevertheless recused himself given his previous employment
relationship with Raglan Capital.
8. General Meeting
The Directors do not currently have sufficient authorities in place to
undertake the Placing, the Subscription and the BookBuild Offer. Therefore,
the Company is seeking the approval of Shareholders for authority to allot,
and a specific disapplication of the statutory pre-emption rights to allot New
Ordinary Shares in respect of the Placing, the Subscription, and the BookBuild
Offer. Set out at the end of the Circular will be a notice convening the
General Meeting to be held at the offices of DAC Beachcroft LLP at The
Walbrook Building, 25 Walbrook, London, England, EC4N 8AF at 2.00 p.m. on 23
June 2025, at which the Resolutions will be proposed as ordinary and special
resolutions as set out below. The Resolutions to be passed at the General
Meeting are as follows:
1) Resolution 1 (Authority to allot shares), which
will be proposed as an ordinary resolution, is to authorise the Directors to
allot the New Ordinary Shares; and
2) Resolution 2 (Disapplication of pre-emption
rights), which will be proposed as a special resolution and which is
conditional upon the passing of Resolution 1, grants authority to the
Directors to disapply pre-emption rights granted to Shareholders pursuant to
the Act, in respect of the allotment of the New Ordinary Shares.
Shareholders should be aware that the issue of the Placing Shares, the
Subscription Shares and the BookBuild Offer Shares cannot take place if either
Resolution 1 or Resolution 2 is not passed. The passing of Resolution 2 is
conditional on the passing of Resolution 1.
The authorities to be conferred by the Resolutions, which are in addition to
the authorities to be proposed, and if passed, existing authorities conferred
on the Directors by Shareholders at the 2025 AGM, would expire on the earlier
of (i) the conclusion of the annual general meeting of the Company to be held
in 2026; and (ii) the date falling 15 months from the date of the passing of
the Resolutions.
An ordinary resolution requires the approval of a simple majority of
Shareholders who vote at the General Meeting and a special resolution requires
the approval of at least 75% of Shareholders who vote at the General Meeting,
in order to be passed.
9. 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 49,051,567
Ordinary Shares as at 19 May 2025 (being the last practicable date prior to
the publication of this announcement), representing 9.81% 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.
DEFINITIONS
The following definitions apply throughout this Announcement (unless the
context otherwise requires):
"2025 AGM" the annual general meeting of the Company to be held on 23 June 2025;
"Act" the Companies Act 2006 (as amended from time to time);
"Admission" Admission of the Placing Shares, the Subscription Shares, the BookBuild Offer
Shares and the Fee Shares to trading on AIM becoming effective in accordance
with the AIM Rules, which is expected to occur at 8.00 a.m. on 25 June 2025;
"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);
"Announcement" this announcement (including the Appendix);
"BookBuild Investors" existing shareholders of the Company who are resident in the United Kingdom
and are a customer of an intermediary who agree conditionally to subscribe for
BookBuild Offer Shares in the BookBuild Offer;
"BookBuild Offer" the retail offer for subscription of the BookBuild Offer Shares at the Issue
Price to BookBuild Investors via the online 'BookBuild platform';
"BookBuild Offer Shares" 4,000,000 New Ordinary Shares, which are to be allotted and issued pursuant to
the BookBuild Offer;
"Cavendish" Cavendish Capital Markets Ltd, the Company's nominated adviser for the
purposes of the AIM Rules;
"Company" or "Poolbeg Pharma" Poolbeg Pharma plc, a company incorporated and registered in England and Wales
with registered number 13279507;
"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 Member" a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations);
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended from time to time);
"Directors" or "Board" the directors of the Company;
"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 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 Admission (including the New
Ordinary Shares);
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 500,000,000 ordinary shares of 0.02 pence each in the capital of the
Company in issue at the date of this announcement;
"Fee Shares" 1,000,000 New Ordinary Shares which are to be issued to Cavendish, and
1,600,000 New Ordinary Shares which are to be issued to Shore Capital, in each
case in lieu of advisory fees due;
"FCA" the UK Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"Fundraising" the Placing, the Subscription and the BookBuild Offer;
"General Meeting" the general meeting of the Company as described in this announcement, notice
of which will be set out at the end of the Circular and which is to be held at
2.00 p.m. on 23 June 2025 or following any adjournment or postponement
thereof;
"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" 2.5 pence per New Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the new Ordinary Shares which are to be issued under the Placing, the
Subscription and the BookBuild Offer as well as the Fee Shares;
"Notice of General Meeting" the notice convening the General Meeting, which will be set out at the end of
the Circular;
"Ordinary Shares" the Company's ordinary shares of 0.02 pence each;
"Placee" any person who agrees to subscribe for Placing Shares pursuant to the Placing;
"Placing" the conditional placing of the Placing Shares to the Placees;
"Placing Agreement" the agreement dated on or about 20 May 2025 between: (i) Shore Capital; (ii)
Cavendish; and (iii) the Company, relating to the Placing, further details of
which are set out in this announcement;
"Placing Shares" not less than 106,200,000 New Ordinary Shares which are to be issued under the
Placing;
"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;
"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;
"Shareholders" holders of the Ordinary Shares of the Company from time to time;
"Shore Capital" Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited, as
appropriate, firms incorporated in the United Kingdom and regulated by the
FCA;
"Subscribers" those persons who intend to subscribe for Subscription Shares pursuant to the
Subscription;
"Subscription" the subscription for Subscription Shares by Subscribers;
"Subscription Agreements" the subscription agreements entered into between the Company and the
Subscribers on or around the date of the Placing Agreement in respect of the
Subscription;
"Subscription Shares" 53,800,000 New Ordinary Shares proposed to be issued to Subscribers pursuant
to the Subscription;
"UK" the United Kingdom of Great Britain and Northern Ireland;
"UK MAR" 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" the United States of America, its territories, possessions and all areas
subject to its jurisdiction; and
"VCT" a venture capital trust under part 6 of the Income Tax Act 2007.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (3) PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT
TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN POOLBEG PHARMA PLC.
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 WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE
"US") EXCEPT PURSUANT TO AN 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 THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S
UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Shore Capital or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Shore Capital to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering
of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the approval of
the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares; and the Placing Shares have
not been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, electronic or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix. 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 may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made. Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
Shore Capital Stockbrokers Limited ("SCS") and Shore Capital and Corporate
Limited ("SCC", together with SCS, "Shore Capital"), which are authorised and
regulated in the UK by the Financial Conduct Authority (the "FCA"), are acting
exclusively for the Company in connection with the matters described in this
Announcement and are not acting for any other person in relation to the
matters described in this Announcement. Shore Capital will not be responsible
to anyone other than the Company for providing the protections afforded to
clients of Shore Capital or for advising any other person on the arrangements
described in this Announcement.
Cavendish Capital Markets Ltd ("Cavendish") which is authorised and regulated
in the UK by the FCA, is acting exclusively for the Company in connection with
the matters described in this Announcement and is not acting for any other
person in relation to the matters described in this Announcement. Cavendish
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Cavendish or for advising any other person
on the arrangements described in this Announcement. Cavendish's
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director of the Company or to any other person.
J&E Davy Unlimited Company ("Davy"), which is authorised and regulated
in Ireland by the Central Bank of Ireland is acting exclusively for the
Company in connection with the matters described in this Announcement and is
not acting for any other person in relation to the matters described in this
Announcement. Davy will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Davy or for advising any
other person on the arrangements described in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Shore Capital or Cavendish or Davy or by any of their respective
Representatives as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, 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.
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. However,
nothing in this Announcement shall be effective to limit or exclude liability
for fraud or which otherwise, by law or regulation, cannot be so limited or
excluded.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) 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 Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, Shore Capital
will only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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.
EEA product governance
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 in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the EU Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The EU Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding
the EU Target Market Assessment, Shore Capital will only procure investors who
meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5)
(INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER OR (3) PERSONS TO WHOM IT IS OTHERWISE LAWFUL
TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN POOLBEG PHARMA PLC.
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 WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE
"US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER
OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Shore Capital or any of its affiliates, agents,
directors, officers, consultants, partners or employees ("Representatives")
that would permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company and Shore Capital to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not require the
approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Shore Capital and the Company that:
1 it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of
Article 2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other than
Qualified Investors or in circumstances in which the prior consent of Shore
Capital has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons; and
3 in the case of a Relevant Person in a member state
of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of
Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than Qualified
Investors or in circumstances in which the prior consent of Shore Capital has
been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on
behalf of persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons; and
4 it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
5 it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6 except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 5 above) is outside of the United States
acquiring the Placing Shares in offshore transactions as defined in and in
accordance with Regulation S under the Securities Act; and
7 the Company and Shore Capital will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or
other offering document has been or will be submitted to be approved by the
FCA in relation to the Placing or the Placing Shares and Placees' commitments
will be made solely on the basis of (i) the information contained in this
Announcement, (ii) any information publicly announced through a Regulatory
Information Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of this
Announcement and (iii) the business and financial information that the Company
is required to publish in accordance with the AIM Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014 as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
MAR") (together, the "Publicly Available Information") and subject to any
further terms set out in the contract note, electronic trade confirmation or
other (oral or written) confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Shore Capital or the Company or any other person and none of
Shore Capital, the Company nor any other person acting on such person's behalf
nor any of their respective Representatives has or shall have any liability
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this Announcement to be
legal, tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Shore Capital has today entered into the Placing Agreement with the Company
and Cavendish under which, on the terms and subject to the conditions set out
in the Placing Agreement, Shore Capital, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure Placees for
the Placing Shares. The Placing is not being underwritten by Shore Capital.
The Placing Agreement contains customary undertakings and warranties given by
the Company to Shore Capital and Cavendish including as to the accuracy of
information contained in this Announcement, to matters relating to the Company
and its business and a customary indemnity given by the Company to Shore
Capital and Cavendish in respect of liabilities arising out of or in
connection with the Placing, Subscription, the BookBuild Offer and/or
Admission.
The Placing Shares will, when issued, be subject to the articles of
association of the Company be credited as fully paid and will rank pari passu
in all respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or paid in
respect of such existing Ordinary Shares after the date of issue of the
Placing Shares.
Lock-up
As part of the Placing, the Company has agreed that it will not for a period
of 180 days after (but including) Admission, directly or indirectly, issue,
offer, sell, lend, pledge, contract to sell or issue, grant any option, right
or warrant to purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to receive
Ordinary Shares or any substantially similar securities or otherwise enter
into any transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any interest therein
or to announce publicly any intention to enter into any transaction described
above. This agreement is subject to certain customary exceptions and does not
prevent the grant or exercise of options under any of the Company's existing
share incentives and share option schemes, or following Admission the issue by
the Company of any Ordinary Shares upon the exercise of any right or option or
the conversion of a security already in existence.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00 a.m. on 25
June 2025 and that dealings in the Placing Shares on AIM will commence at the
same time.
The Bookbuilding Process
Shore Capital will commence the Bookbuilding Process to determine demand for
participation in the Placing by Placees immediately following the publication
of this Announcement. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
Shore Capital and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1 Shore Capital is acting as sole bookrunner to the
Placing, as agent for and on behalf of the Company.
2 Participation in the Placing will only be available
to persons who may lawfully be, and are, invited by Shore Capital to
participate. Shore Capital and any of its affiliates are entitled to enter
bids in the Bookbuilding Process.
3 The price per Placing Share (the "Placing Price") is
fixed at 2.5 pence and is payable to Shore Capital (as agent for the Company)
by all Placees whose bids are successful. The number of Placing Shares will be
agreed between Shore Capital and the Company following completion of the
Bookbuilding Process and will be recorded in a term sheet entered into between
them (the "Term Sheet"). The number of Placing Shares will be announced by the
Company (such announcement being the "Placing Results Announcement") following
the completion of the Bookbuilding Process.
4 To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales contact at
Shore Capital. Each bid should state the number of Ordinary Shares which a
Placee wishes to acquire at the Placing Price. Bids may be scaled down by
Shore Capital on the basis referred to in paragraph 9 below. Shore Capital
arranging the Placing as agent of the Company.
5 The Bookbuilding Process is expected to close no
later than 4.30 p.m. on 22 May 2025 but may be closed earlier or later subject
to the agreement of Shore Capital and the Company. Shore Capital may, in
agreement with the Company, accept bids that are received after the
Bookbuilding Process has closed. The Company reserves the right (upon
agreement of Shore Capital) to reduce or seek to increase the amount to be
raised pursuant to the Placing, in its discretion.
6 Each Placee's allocation will be determined by Shore
Capital in its absolute discretion following consultation (so far as is
practicable) with the Company and will be confirmed to Placees either orally
or by email by Shore Capital. Shore Capital may choose to accept bids, either
in whole or in part, on the basis of allocations determined at its absolute
discretion, in consultation with the Company, and may scale down any bids for
this purpose on the basis referred to in paragraph 9 below.
7 The Company will release the Placing Results
Announcement following the close of the Bookbuilding Process detailing the
aggregate number of the Placing Shares to be issued.
8 Each Placee's allocation and commitment will be
evidenced by a contract note, electronic trade confirmation or other (oral or
written) confirmation issued to such Placee by Shore Capital. The terms of
this Appendix will be deemed incorporated in that contract note, electronic
trade confirmation or other (oral or written) confirmation.
9 Subject to paragraphs 4, 5 and 6 above, Shore
Capital may choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any bids for this
purpose on such basis as it may determine or be directed. Shore Capital may
also, notwithstanding paragraphs 4, 5 and 6 above, subject to the prior
consent of the Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process
has closed to any person submitting a bid after that time.
10 A bid in the Bookbuilding Process will be made on the
terms and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with Shore
Capital's consent will not be capable of variation or revocation after the
time at which it is submitted. Following Shore Capital's oral or written
confirmation of each Placee's allocation and commitment to acquire Placing
Shares, each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Shore Capital (as agent for the Company), to pay to it (or
as it may direct) in cleared funds an amount equal to the product of Placing
Price and the number of Placing Shares such Placee has agreed to acquire and
the Company has agreed to allot and issue to that Placee.
11 Except as required by law or regulation, no press
release or other announcement will be made by Shore Capital or the Company
using the name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
12 Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
13 All obligations under the Bookbuilding Process and
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 "Termination of the Placing".
14 By participating in the Bookbuilding Process, each
Placee will agree 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.
15 To the fullest extent permissible by law and applicable
FCA rules and regulations, neither:
(a) Shore Capital;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any
person connected with Shore Capital as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of Shore Capital),
shall have any liability (including, to the fullest extent permissible by law,
any fiduciary duties) to Placees or to any other person whether acting on
behalf of a Placee or otherwise. In particular, neither Shore Capital nor any
of its affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Shore Capital's
conduct of the Bookbuilding Process or of such alternative method of effecting
the Placing as Shore Capital and the Company may agree. Each Placee
acknowledges and agrees that the Company is responsible for the allotment of
the Placing Shares to the Placees and Shore Capital shall have no liability to
the Placees for any failure by the Company to fulfil those obligations.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note, electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Placing Price and the aggregate amount owed by them to Shore
Capital.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Shore Capital in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Shore Capital.
Settlement of transactions in the Placing Shares (ISIN: GB00BKPG7Z60)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur on 25 June
2025 (the "Settlement Date") in accordance with the contract note, electronic
trade confirmation or other (oral or written) confirmation. Settlement will be
on a delivery versus payment basis. However, in the event of any delays in the
use of CREST in relation to the Placing or if it is otherwise impractical to
use CREST in relation to the Placing, the Company and Shore Capital may agree
that all of the Placing Shares should be issued in certificated form. Shore
Capital reserves the right to require settlement for the Placing Shares, and
to deliver the Placing Shares to Placees, by such other means as it deems
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Shore Capital.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Shore Capital: 601 (DJCLT)
Expected trade time & date: 08.00 a.m. on 23 June 2025
Settlement Date: 25 June 2025
ISIN code for the Placing Shares: GB00BKPG7Z60
Each Placee is deemed to agree that, if it does not comply with these
obligations, Shore Capital may sell any or all of the Placing Shares allocated
to that Placee on their behalf and retain from the proceeds, for Shore
Capital's own account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will, however,
remain liable and indemnify Shore Capital and the Company on demand for any
shortfall below the Placing Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) imposed in any jurisdiction
which may arise upon the sale of such Placing Shares on its behalf. By
communicating a bid for Placing Shares, such Placee confers on Shore Capital
all such authorities and powers necessary to carry out such sale and agrees to
ratify and confirm all actions which Shore Capital lawfully takes in pursuance
of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note,
electronic trade confirmation or other (oral or written) confirmation is
copied and delivered immediately to the relevant person within that
organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes
or duties (including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer or
agreement to transfer Placing Shares), the Company shall not be responsible
for payment thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Shore Capital under the Placing Agreement are, and the
Placing is, conditional upon, inter alia:
(a) in the opinion of Shore Capital (acting in good
faith), the warranties being true and accurate and not misleading (and
remaining true and accurate and not misleading as if they were repeated at any
time before Admission) by reference to the facts and circumstances then
subsisting);
(b) the Company complying with its obligations under the
Placing Agreement to the extent that they fall due to be performed before
Admission;
(c) the passing of the Resolutions at the General Meeting,
without any amendment (save as may be approved by Shore Capital);
(d) the Placing Shares, Subscription Shares and BookBuild
Offer Shares having been allotted, subject only to Admission, in accordance
with the Placing Agreement;
(e) the subscription letters entered into between the
Company and the relevant subscribers on or around the date of this
Announcement in relation to the Subscription becoming unconditional in
accordance with their terms (save for any condition relating to Admission) and
the Company being in receipt of the subscription funds prior to Admission; and
(f) Admission occurring by not later than 8.00 a.m. on
25 June 2025,
(all conditions to the obligations of Shore Capital included in the Placing
Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted, waived by
Shore Capital in accordance with the Placing Agreement within the stated time
periods (or such later time and/or date Shore Capital may in its absolute
discretion notify the Company, provided that such time and/or date shall not
extend beyond 23 July 2025), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing" below and will not be capable of
rescission or termination by it.
Shore Capital may, in its absolute discretion and upon such terms as it thinks
fit, waive fulfilment of all or any of the Conditions in whole or in part, or
extend the time provided for fulfilment of one or more Conditions, save that
the condition relating to Admission referred to in paragraph (f) above inter
alia may not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
Shore Capital may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither Shore Capital nor any of its affiliates nor the Company shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision any of them may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision any of them may make as
to the satisfaction of any condition or in respect of the Placing generally
and by participating in the Placing each Placee agrees that any such decision
is within the absolute discretion of Shore Capital.
Termination of the Placing
Shore Capital may, in its absolute discretion (acting in good faith), by
notice to the Company, terminate the Placing Agreement at any time up to
Admission if, inter alia:
(a) in the opinion of Shore Capital (acting in good
faith), any of the warranties are not true and accurate or have become
misleading (or would not be true and accurate or would be misleading if they
were repeated at any time before Admission) by reference to the facts
subsisting at the time when the notice referred to above is given;
(b) in the opinion of Shore Capital, (acting in good
faith), there has been a material adverse change; or
(c) in the opinion of Shore Capital (acting in good
faith), any statement contained in this Announcement or any other
announcement, presentation or document issued by or on behalf of, the Company
in connection with the Placing is or has become untrue, inaccurate or
misleading; or
(d) in the opinion of Shore Capital (acting in good
faith), there has occurred, or it is reasonably likely that there will occur,
a force majeure event which would, in the opinion of Shore Capital (acting in
good faith), be likely to prejudice the success of the Fundraising.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees with the
Company and Shore Capital that the exercise by the Company or Shore Capital of
any right of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company or
Shore Capital or for agreement between the Company and Shore Capital (as the
case may be) and that neither the Company nor Shore Capital need make any
reference to such Placee and that none of the Company, Shore Capital nor any
of their respective Representatives shall have any liability to such Placee
(or to any other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise. Each Placee further agrees
that they will have no rights against Shore Capital, the Company or any of
their respective directors or employees under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above, under the
"Conditions of the Placing" section above and in the Placing Agreement, and
will not be capable of rescission or termination by it after the issue by
Shore Capital of a contract note, electronic trade confirmation or other (oral
or written) confirmation confirming each Placee's allocation and commitment in
the Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and Shore Capital (in its capacity as bookrunner and agent of the
Company in respect of the Placing) that (save where Shore Capital expressly
agrees in writing to the contrary):
1 it has read and understood this Announcement in its
entirety and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2 it has not received and will not receive a
prospectus or other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document:
(a) is required under the UK Prospectus Regulation or
other applicable law; and
(b) has been or will be prepared in connection with the
Placing;
3 the Ordinary Shares are admitted to trading on AIM,
and that the Company is therefore required to publish the Publicly Available
Information, which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account and the Company's announcements and circulars published in the past 12
months and that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or comparable
information concerning any other publicly traded company, without undue
difficulty;
4 it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and
neither Shore Capital nor the Company nor any of their respective
Representatives nor any person acting on behalf of any of them has provided,
and will not provide, it with any material regarding the Placing Shares or the
Company or any other person other than the information in this Announcement or
the Publicly Available Information; nor has it requested Shore Capital, the
Company, any of their respective Representatives or any person acting on
behalf of any of them to provide it with any such information;
5 neither Shore Capital nor any person acting on
behalf of it nor any of its Representatives has or shall have any liability
for any Publicly Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the liability of any
person for fraudulent misrepresentation made by that person;
6
(a) the only information on which it is entitled to rely
on and on which it has relied in committing to acquire the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on the
information in this Announcement and the Publicly Available Information;
(b) neither Shore Capital, nor the Company (nor any of
their respective Representatives) have made any representation or warranty to
it, express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the Publicly
Available Information, nor will it provide any material or information
regarding the Company, the Placing or the Placing Shares;
(c) it has conducted its own investigation of the Company,
the Placing (including its terms and conditions) and the Placing Shares,
satisfied itself that the information is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
and
(d) it has not relied on any investigation that Shore
Capital or any person acting on its behalf may have conducted with respect to
the Company, the Placing or the Placing Shares;
7 the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that neither Shore Capital nor any persons
acting on its behalf nor any of their respective Representatives is
responsible for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company contained in
this Announcement or the Publicly Available Information nor will they be
liable for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise. Nothing in this
Appendix shall exclude any liability of any person for fraudulent
misrepresentation;
8 neither it nor the beneficial owner of the Placing
Shares is, nor will, at the time the Placing Shares are acquired, be a
resident of the United States, Australia, Canada, the Republic of South Africa
or Japan;
9 the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of the United States, or any
state or other jurisdiction of the United States, Australia, Canada, the
Republic of South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within the United States, Australia, Canada, the Republic of South
Africa or Japan or in any country or jurisdiction where any such action for
that purpose is required;
10 it may be asked to disclose in writing or orally to
Shore Capital: (i) if he or she is an individual, his or her nationality; or
(ii) if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned;
11 it has the funds available to pay for the Placing
Shares for which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other Placees or sold at such price
as Shore Capital determines;
12 it and/or each person on whose behalf it is
participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has the capacity and authority and is entitled to
enter into and perform its obligations as an acquirer of Placing Shares and
will honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
13 it is not, and any person who it is acting on behalf of
is not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, the United
States, Australia, Canada, the Republic of South Africa or Japan, and it
acknowledges and agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation of the
United States, Australia, Canada, the Republic of South Africa or Japan and
may not be offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
14 it and the beneficial owner of the Placing Shares is,
and at the time the Placing Shares are acquired will be, outside the United
States and acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities Act;
15 it understands that the Placing Shares have not been,
and will not be, registered under the Securities Act and may not be offered,
sold or resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
17 it is not taking up the Placing Shares as a result of
any "general solicitation" or "general advertising" efforts (as those terms
are defined in Regulation D under the Securities Act) or any "directed selling
efforts" (as such term is defined in Regulation S under the Securities Act);
18 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
19 none of Shore Capital, the Company nor any of their
respective Representatives nor any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Shore Capital and that Shore Capital has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any Conditions or
exercise any termination right;
20 it will make payment to Shore Capital for the Placing
Shares allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
Shore Capital determines in its absolute discretion without liability to the
Placee and it will remain liable for any shortfall below the net proceeds of
such sale and the Placing proceeds of such Placing Shares;
21 its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
22 no action has been or will be taken by any of the
Company, Shore Capital or any person acting on behalf of the Company or Shore
Capital that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where any such
action for that purpose is required;
23 the person who it specifies for registration as holder
of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Shore Capital and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Shore Capital in respect of the same on the basis
that the Placing Shares will be allotted to a CREST stock account of Shore
Capital or transferred to a CREST stock account of Shore Capital who will hold
them as nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions with it;
24 the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
25 if it is within the United Kingdom, it and any person
acting on its behalf (if within the United Kingdom) falls within Article 19(5)
and/or 49(2) of the Order and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are allocated to it for
the purposes of its business only;
26 it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or a Relevant State prior
to the expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
27 if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation acting as
principal or in circumstances to which section 86(2) of FSMA applies and if it
is within a Relevant State, it is a Qualified Investor as defined in Article
2(e) of the EU Prospectus Regulation;
28 it has only communicated or caused to be communicated
and it will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that this Announcement has
not been approved by Shore Capital in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial promotion
by an authorised person;
29 it has complied and it will comply with all applicable
laws with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA and the UK MAR
in respect of anything done in, from or otherwise involving the United
Kingdom);
30 if it is a financial intermediary, as that term is used
in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired
by it in the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or resale to,
persons in the United Kingdom other than Qualified Investors, or in
circumstances in which the express prior written consent of Shore Capital has
been given to each proposed offer or resale;
31 if in the United Kingdom, unless otherwise agreed by
Shore Capital, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and
not with a view to resale or distribution;
32 if it has received any inside information (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing, it warrants
that it has received such information within the market soundings regime
provided for in Article 11 of UK MAR and has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to
deal in the securities of the Company or to cancel or amend an order
concerning the Company's securities; or
(c) unlawfully disclosed such information to any person,
prior to the information being made publicly available;
33 Shore Capital and its affiliates, acting as an investor
for its or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, Shore Capital and/or any of its affiliates acting as an investor
for its or their own account(s). Neither Shore Capital nor the Company intend
to disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
34 it:
(a) has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US
Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Shore Capital
such evidence, if any, as to the identity or location or legal status of any
person which it may request from it in connection with the Placing (for the
purpose of complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by Shore Capital on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be acquired by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as Shore Capital may decide at its sole discretion;
35 in order to ensure compliance with the Regulations,
Shore Capital (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Shore Capital or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Shore Capital's absolute
discretion or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Shore Capital's or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity Shore Capital (for itself
and as agent on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either Shore Capital and/or the
Company may, at its absolute discretion, terminate its commitment in respect
of the Placing, in which event the monies payable on acceptance of allotment
will, if already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
36 its participation in the Placing would not give rise to
an offer being required to be made by it, or any person with whom it is acting
in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
37 any money held in an account with Shore Capital on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the relevant rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from Shore
Capital's money in accordance with the client money rules and will be used by
Shore Capital's in the course of its business; and the Placee will rank only
as a general creditor of Shore Capital's;
38 Shore Capital may choose to invoke the CASS Delivery
Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client
Assets Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit;
39 neither it nor, as the case may be, its clients expect
Shore Capital to have any duties or responsibilities to such persons similar
or comparable to the duties of "best execution" and "suitability" imposed by
the COBS, and that Shore Capital is not acting for it or its clients, and that
Shore Capital will not be responsible for providing the protections afforded
to clients of Shore Capital or for providing advice in respect of the
transactions described in this Announcement;
40 it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the contract note, the
electronic trade confirmation or other (oral or written) confirmation will
continue notwithstanding any amendment that may in future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or Shore Capital's conduct of the Placing;
41 it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
42 it irrevocably appoints any duly authorised officer of
Shore Capital as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to acquire upon the terms of this Announcement;
43 the Company, Shore Capital and others (including each
of their respective Representatives) will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and agreements,
which are given to Shore Capital on its own behalf and on behalf of the
Company and are irrevocable;
44 it is acting as principal only in respect of the
Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
(b) will remain liable to the Company and Shore Capital
for the performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another person);
45 time is of the essence as regards its obligations under
this Appendix;
46 any document that is to be sent to it in connection
with the Placing will be sent at its risk and may be sent to it at any address
provided by it to Shore Capital;
47 the Placing Shares will be issued subject to the terms
and conditions of this Appendix; and
48 the terms and conditions contained in this Appendix and
all documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing Shares
pursuant to the Bookbuilding Process and/or the Placing and all
non-contractual or other obligations arising out of or in connection with
them, will be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including any dispute
regarding the existence, validity or termination or such contract or relating
to any non-contractual or other obligation arising out of or in connection
with such contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with interest
chargeable thereon) may be taken by the Company or Shore Capital in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Shore Capital and
each of their respective Representatives harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by Shore
Capital, the Company or each of their respective Representatives arising from
the performance of the Placee's obligations as set out in this Announcement,
and further agrees that the provisions of this Appendix shall survive after
the completion of the Placing.
The rights and remedies of Shore Capital 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 or partial
exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Shore Capital shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify Shore
Capital accordingly. In addition, Placees should note that they will be liable
for any capital duty, stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the United
Kingdom by them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and each Placee,
or the Placee's nominee, in respect of whom (or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Shore Capital in the
event that either the Company and/or Shore Capital have incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Shore Capital for itself and on behalf of the
Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that
Shore Capital does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Shore Capital may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Shore Capital, any money held in an account with Shore Capital on behalf of
the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules and
regulations of the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence this money will not be segregated from Shore Capital's
money in accordance with the client money rules and will be held by it under a
banking relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment. Placees
will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, 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.
The price of shares and any income expected from them may go down as well as
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. END IOEGZGMKZLRGKZZRecent news on Poolbeg Pharma
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