REG - RUA Life Sciences - Placing and Subscription
30/11/2023 18:00
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RNS Number : 2949V RUA Life Sciences PLC 30 November 2023
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HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
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WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN APPENDIX II TO THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES IN RUA LIFE SCIENCES PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL
FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION
IN RESPECT OF RUA LIFE SCIENCES PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX II WHICH CONTAINS THE
TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
30 November
2023
RUA LIFE SCIENCES PLC
("RUA" or the "Company")
Placing and Subscription to raise a minimum of £4.1 million
Retail Offer to raise up to £0.75 million
at a price of 11 pence per share
and
Notice of General Meeting
RUA Life Sciences plc (AIM: RUA.L), the holding company of a group of medical
device businesses focused on the exploitation of long-term implantable
biostable polyurathane (Elast-Eon™), today announces its intention to
conduct a placing of a minimum of 36,363,636 new ordinary shares of 5 pence
each in the capital of the Company ("Ordinary Shares") ("Placing Shares") at
the issue price of 11 pence per share ("Issue Price") to new and existing
institutional investors ("Placees") to raise gross proceeds of a minimum of
£4.00 million (the "Placing").
The Placing will be conducted by way of an accelerated bookbuild ("ABB") which
will be launched immediately following this announcement in accordance with
the terms and conditions set out in Appendix II to this Announcement.
The Company proposes to raise a further £80,000 (before expenses) by way of a
proposed subscription, comprising the issue of up to 727,272 new Ordinary
Shares ("Subscription Shares") at the Issue Price (the "Subscription") to
certain Directors, namely William Brown, Ian Ardill, John McKenna and Lachlan
Smith, who intend to participate in the Subscription and subscribe for 727,272
Subscription Shares raising £80,000 in aggregate between them.
In addition, the Company intends to carry out a separate retail offer of up to
6,818,181 new Ordinary Shares ("Retail Shares") and together with the Placing
Shares and the Subscription Shares, the "New Ordinary Shares" at the Issue
Price to raise further gross proceeds of up to £0.75 million via Bookbuild
(the "Retail Offer" and together with the Placing and the Subscription, the
"Fundraising") to provide existing retail shareholders in the United Kingdom
with an opportunity to participate in the Fundraising. A separate announcement
will be made shortly regarding the Retail Offer and its terms. The Placing and
Subscription are not conditional upon the Retail Offer. For the avoidance of
doubt the Retail Offer forms no part of the Placing or Subscription.
Transaction Highlights:
· RUA is conducting a conditional Placing and Subscription to raise
a minimum of £4.1 million before expenses through the proposed issue of a
minimum 37,090,908 New Ordinary Shares.
· The Placing is expected to raise a minimum of £4.00 million
through the issue of a minimum of 36,363,636 Placing Shares.
· Directors of the Company have confirmed their intention to
participate in the Subscription and subscribe for 727,272 Subscription Shares
raising £80,000 in aggregate between them (the "Directors' Intended
Subscription"). As the Company is currently in a close period under MAR until
the publication of its interim results for the period ended 30 September 2023
("Results"), the Directors are not permitted to enter into a Subscription
Agreement until after publication of the Results (and subject to each not
being in possession of any other unpublished price sensitive information at
such time). Whilst it is currently expected that the Results will be published
prior to the proposed date of Admission, in the event that the Directors are
unable to subscribe prior to that date (for whatever reason), to the extent
the Directors' Intended Subscription then takes place, the Company will apply
for admission of the relevant Subscription Shares to trading on AIM separately
and to take effect following the admission of the Placing Shares and Retail
Shares.
· The Issue Price of 11 pence represents a discount of 43.6 per
cent. to the closing middle market price of 19.50 pence per Ordinary Shares on
29 November 2023, being the last business day prior to the announcement of the
Fundraising.
· The net proceeds of the Fundraising, which are expected to amount to
at least £3.63 million (and at least £4.38 million assuming full take up of
the Retail Offer), will be used to strengthen the Company's balance sheet to
aid the commercialisation phase of its R&D projects within the Company's
vascular graft and HV leaflet composite; to accelerate growth within contract
manufacturing; and to enable the Company to demonstrate value across the
portfolio.
· Completion of the Fundraising is conditional, inter alia, upon
approval of the Resolutions at the general meeting of the Shareholders to be
held on or around 18 December 2023 (the "General Meeting").
A circular, containing further details of the Fundraising and the notice of
the General Meeting to be held on or around 11.00 a.m. on 18 December 2023 to,
inter alia, approve the resolutions required to implement the Fundraising, is
expected to be published and despatched to Shareholders on or around 1
December 2023 (the "Circular"). Set out below in Appendix I is an adapted
extract from the draft Circular that is proposed to be sent to Shareholders
after the closure of the ABB. Following its publication, the Circular will be
available on the Group's website at
https://rualifesciences.com/investor-relations/reports-documents/.
For further information contact:
RUA Life Sciences
Bill Brown, Chairman
Tel: +44 (0)1294 317073
Caroline Stretton, Group Managing Director
Tel: +44 (0)1294 317073
Cavendish Capital Markets Limited
Tel: +44
(0)20 7220 0500
(Nominated Adviser and Broker)
Giles Balleny/Dan Hodkinson (Corporate Finance)
Charlie Combe (ECM)
Michael Johnson/Dale Bellis (Sales)
Notes:
References to times in this Announcement are to London time unless otherwise
stated.
The times and dates set out in the expected timetable of principal events
above and mentioned throughout this Announcement may be adjusted by the
Company in which event the Company will make an appropriate announcement to a
Regulatory Information Service giving details of any revised dates and the
details of the new times and dates will be notified to London Stock Exchange
plc (the "London Stock Exchange") and, where appropriate, Shareholders.
Shareholders may not receive any further written communication.
Further information on the Fundraising and Admission is included in Appendix I
below. Attention is also drawn to the section headed 'Important Information'
of this Announcement and the terms and conditions of the Placing (representing
important information for Placees only) in Appendix II to this Announcement.
Capitalised terms used but not defined in this Announcement shall have the
meanings given to such terms in the section in Appendix II headed
'Definitions' below.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by Cavendish or by any of their respective affiliates or agents as
to or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
This Announcement is released by RUA Life Sciences Plc and contains inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU)
596 / 2014 which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"). It is disclosed in accordance with the Group's
obligations under Article 17 of MAR. In addition, market soundings (as defined
in MAR) were taken in respect of the Fundraising with the result that certain
persons became aware of inside information (as defined in UK MAR), as
permitted by MAR. This inside information is set out in this announcement.
Therefore, upon publication of this announcement, those persons that received
such inside information in a market sounding are no longer in possession of
such inside information relating to the Company and its securities.
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the New Ordinary
Shares have not been, and will not be, registered under the United States
Securities Act of 1933 as amended or qualified for sale under the laws of any
state of the United States or under the applicable laws of any of Canada,
Australia, Japan, New Zealand or the Republic of South Africa, and may not be
offered or sold in the United States or to, or for the account or benefit of,
US persons (as such term is defined in Regulation S under the Securities Act)
or to any national, resident or citizen of Canada, Australia, Japan, New
Zealand or the Republic of South Africa.
The distribution or transmission of this Announcement and the offering of the
New Ordinary Shares in certain jurisdictions other than the UK may be
restricted or prohibited by law or regulation. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In particular,
this Announcement may not be distributed, directly or indirectly, in or into a
Restricted Jurisdiction. Overseas Shareholders and any person (including,
without limitation, nominees and trustees), who have a contractual or other
legal obligation to forward this Announcement to a jurisdiction outside the UK
should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Group to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by applicable law or
the AIM Rules.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
Cavendish, which is authorised and regulated by the FCA in the United Kingdom,
is acting as nominated adviser, lead broker and bookrunner to the Company in
connection with the Placing. The responsibilities of Cavendish as the
Company's Nominated Adviser under the AIM Rules for Companies and 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 or shareholder of the Company
or any other person. Cavendish will not be responsible to any person other
than the Company for providing the protections afforded to clients of
Cavendish or for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company. Cavendish is not making
any representation or warranty, express or implied, as to the contents of this
Announcement. Cavendish has not authorised the contents of, or any part of,
this Announcement, and no liability whatsoever is accepted by Cavendish for
the accuracy of any information or opinions contained in this Announcement or
for the omission of any material information.
This announcement does not constitute a recommendation concerning any
investor's option with respect to the Placing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement and
publicly available information.
The New Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.
Appendix II to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. By participating in the Placing,
each person who is invited to and who chooses to participate in the Placing by
making or accepting an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety (including the Appendix II) and to be making such offer on the terms
and subject to the conditions set out in this Announcement and to be providing
the representations, warranties, undertakings and acknowledgements contained
in Appendix II.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the Product Governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of (a)
retail investors, (b) investors who meet the criteria of professional clients
and (c) eligible counterparties, each as defined in the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance Requirements
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A, respectively, of the 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II and (c) local implementing measures
(together the "EU Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to 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 EU Product
Governance Requirements (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, Cavendish 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 I
EDITED EXTRACTS FROM THE CIRCULAR
Introduction
On 30 November 2023, the Company announced that it was intending to raise a
minimum of £4.00 million before expenses through the Placing by the proposed
issue of up to 36,363,636 Placing Shares at a price of 11 pence per share.
In addition, the Company announced that it proposed to raise a further
£80,000 (before expenses) by way of a proposed Subscription, comprising the
issue of up to 727,272 Subscription Shares at the Issue Price.
Directors of the Company have confirmed their intention to subscribe for these
Subscription Shares at the Issue Price raising £80,000 (the "Directors'
Intended Subscription"). As the Company is currently in a close period under
MAR until the publication of its interim results for the period ended 30
September 2023 ("Results"), the Directors are not permitted to enter into a
Subscription Agreement until after publication of the Results (and subject to
each not being in possession of any other unpublished price sensitive
information at such time). Whilst it is expected that the Results will be
published prior to the expected date of Admission, in the event that the
Directors are unable to subscribe prior to that date (for whatever reason) the
Company will apply for admission of the Subscription Shares which are the
subject of the Directors' Intended Subscription to trading on AIM separately
and to take effect following the admission of the Placing Shares and Retail
Shares..
Furthermore, the Board recognises and is grateful for the continued support
received from Shareholders and is pleased to offer retail Shareholders the
opportunity to participate in the Fundraising through the Retail Offer on
Bookbuild to raise a maximum of £0.75 million (assuming full take up of the
Retail Offer) through the issue of up to 6,818,181 Retail Shares at the Issue
Price. The Retail Offer will close on 7 December 2023.
The Fundraising consists of the Placing, the Subscription and the Retail Offer
and will raise at least £4.83 million in aggregate, assuming completion of
the Directors' Intended Subscription and full take up of the Retail Offer.
The Fundraising is conditional on, inter alia, the Resolutions being passed by
the Shareholders at the General Meeting and Admission becoming effective.
The Circular will contain a notice convening a general meeting to be held at 2
Drummond Crescent Irvine Ayrshire Scotland UK, KA11 5AN on 18 December 2023 at
11:00 a.m. to consider and, if thought appropriate, pass the Resolutions which
will permit the directors of the Company to issue and allot the New Ordinary
Shares and to do so for cash free of pre-emption rights.
Subject to Shareholder approval of the Resolutions at the General Meeting,
application will be made for the New Ordinary Shares to be admitted to trading
on AIM. It is expected that Admission will become effective at 8.00 a.m. on 19
December 2023 (or such later date as the Company and Cavendish may agree, but
not later than 8 January 2024). In the event that the Directors are unable to
subscribe for Subscription Shares on account of being in a close period for
the purposes of MAR or otherwise being in possession of inside information or
unpublished price sensitive information, the Directors may subscribe post the
expected date of Admission, in which case, admission of the Subscription
Shares which are the subject of the Directors' Intended Subscription may occur
separately from the Placing Shares and Retail Shares.
Subject to the Resolutions being passed by Shareholders at the General
Meeting, each of the New Ordinary Shares will, on Admission rank pari passu in
all respects with the Existing Ordinary Shares and will rank in full for all
dividends and other distributions declared, made or paid on the New Ordinary
Shares after Admission.
The Issue Price represents a discount of approximately 43.6 per cent. to the
Closing Price of 19.50 pence per Existing Ordinary Share on 29 November 2023,
being the latest practicable date prior to the announcement of the
Fundraising.
The purpose of the circular is to provide shareholders with information about
the background to and the reasons for the Fundraising, to explain why the
Board considers the Fundraising to be in the best interests of the Company and
its Shareholders as a whole and why the Directors recommend that you vote in
favour of the Resolutions. A notice convening the General Meeting to approve
the Resolutions is set out at the end of this document.
Importance of vote
If the resolutions are not approved by Shareholders at the General Meeting,
the Fundraising would not proceed as currently envisaged and, as such, the
anticipated net proceeds of the Fundraising would not become available to the
Company. There is no certainty that other funding would be available on
suitable terms or at all. Accordingly, in light of the Group's reducing cash
position, it would be likely that the Company would have to severely restrict
its costs, potentially impacting its ability to commercialise its R&D
assets and generate value for the Group.
Background to and reasons for the Fundraising
Background
The RUA Life Sciences Group owns patents for the novel bio-compatible polymer,
Elast-Eon™, provides third-party medical device development and
manufacturing services and is internally developing Elast-Eon™ based
products that will enable the next generation of cardiovascular medical
devices. The Group operates through its four business units: RUA Biomaterials,
RUA Vascular, RUA Structural Heart and RUA Contract Manufacture. As noted in
the announcement of 20 November 2023, due to cost of capital, the Company has
pivoted its investment strategy to seek to out license or commercialise the
assets in its two R&D focused divisions to accelerate cash generation.
RUA Biomaterials
RUA Biomaterials is the depository of the intellectual property and licensing
rights to the biostable, implantable polymer Elast-Eon™, the world's leading
long-term implantable co-polymer.
Elast-Eon™ is clinically proven in long-term implants and, through its
licensees, RUA has been producing and selling the Elast-Eon™ polymer which
has been used in over 8.8 million long term implantable devices over 15 years.
The division holds 14 patent families in relation to Elast-Eon™ and holds
regulatory approvals for devices used across Europe, Japan and the US, as well
as FDA material master files. Devices incorporating Elast-Eon™ are used in
circulatory support, urology, vascular and cardiac rhythm management.
Elast-Eon™
The Elast-Eon™ family of polymers combine the advantageous properties of
both polyurethanes and silicone rubbers into a single material. These polymers
exhibit the physical and mechanical performance of polyurethanes and a
biological stability that surpasses rigid biostable polyurethanes.
Elast-Eon™ polymers are widely accepted as being the most biostable of all
polyurethane materials and, as such, are being used in long-term implantation.
The materials are ideal for use in implantable medical devices such as cardiac
pacing leads, neuromodulation leads, stent coating, and interventional cardiac
devices.
Elast-Eon™ displays beneficial properties such as being biocompatible,
durable and abrasion resistant, non-calcific, biostable, non-inflammatory and
shows good wear properties and has a number of benefits over the traditional
animal sourced alternatives, such as collagen and gelatine.
RUA Vascular
The Group's vascular business aims to participate in the vascular graft
market, valued at approximately $1.7 billion in 2021.
The Group has developed and manufactured a range of large bore vascular grafts
on which regulatory testing has been completed with positive results,
including the gathering of in vivo data along with in vitro mechanical
testing. The Group's vascular grafts combine the sealing properties of the
Elast-Eon™ biocompatible polymer with an improved graft construction
utilising the Group's implantable textile expertise. The grafts fully
eliminate the use of animal by products such as collagen and gelatine.
The Group's vascular graft is now fully prepared to undergo the regulatory
testing regime agreed with the FDA, following a successful pre-sub process
which allows the graft to go through the less onerous 510k market clearance
route. Subject to starting recruitment for the remaining clinical studies,
regulatory approval is anticipated in 30 to 36 months with a required budget
of approximately £6 million. However, as announced on 20 November 2023, given
the current cost of capital and funding of the business, the Board believes
that it is in the best interests of Shareholders to not seek to fund these
trials itself but explore other options for third party funding in the near
term.
The Board believes that the Vascular project has very attractive risk adjusted
returns on the additional investment required to achieve regulatory approval.
The limiting factor, however, is the cost of capital placed upon RUA as a
result of the depressed share price. Not only would dilution relate to the
interest in the Vascular project but the substantial upside potential from
both RUA Contract Manufacture and RUA Structural Heart would be limited for
current shareholders. The investment in RUA Vascular will be exploited by
seeking third party funding for the project whilst retaining an interest which
could involve an equity interest, a Contract Manufacture development and
manufacture agreement or a form of licensing of technology developed.
The Group's vascular products have already developed OEM customer interest
with the first commercial sale recently achieved. Furthermore, a global
distribution partnership has also been put in place with Corcym, the global
medical device company, to allow a much-simplified route to market.
RUA Structural Heart
The Group is aiming to disrupt the surgical and TAVI heart valve market,
projected to reach $15 billion in 2027. The Group has been aiming to achieve
this by developing a synthetic leaflet system for incorporation into both
surgical and transcatheter implantable heart valves. The leaflet system is
designed to have multiple advantages over existing heart valve products, both
mechanical valves and animal-based implants.
The Group aims to deliver a novel composite material for the creation of heart
valve leaflets that will be durable, so reducing the need for future
re-operation, and should not require lifelong drug treatment. As well as these
clinical advantages, the manufacturing costs of a synthetic valve are expected
to be considerably less than those of current valve technology making this a
potentially disruptive advance in heart valve surgery.
The novel composite used in the Company's prototype valves benefits from
Elast-Eon™'s biostability and blood contacting properties and is designed to
have strength and tear resistance an order of magnitude greater than pure
polymer thus addressing the durability and safe failure requirements of a
critical life sustaining device.
The properties of this novel composite material for the creation of heart
valve leaflets have been exceeding management's expectations. This durability
has been substantiated through internally undertaken testing of the composite
that has recently surpassed key milestones. The composite has demonstrated its
ability to withstand delamination or material deterioration over 400 million
cycles (equivalent to 10 years of a beating heart) and when incorporated into
a simple heart valve design, and tested for durability through 200 million
cycles, with no failure of the leaflets. Importantly, through hydrodynamic
testing data, the Group has demonstrated that the energy required to open the
composite valve is around 50% of currently marketed biological valves with a
25% improvement in the opened orifice area of the valve.
As announced on 20 November 2023, the Group's strategic focus, given the cost
of capital, is to accelerate the commercial potential of RUA Structural Heart
by making the composite available to the heart valve industry for testing and
ultimately incorporated into next generation valves rather than incur the full
cost of developing a valve internally in a competitive market. An agreement to
provide composite material to a large heart valve company for its own testing
has already been reached (subject to contract) and RUA intends to broaden this
further through the industry now that the test data pack is available.
RUA Contract Manufacture
The Group's contract manufacture business is a full-service (end to end)
textile specialist based in Prestwick and Irvine, Ayrshire. The division
provides sub-contract manufacturing, assembly, packing and services to the
medical device sector. The division operates from its ISO Class 7 and Class 8
cleanrooms and holds ISO 13485:2016 certification and occupies two FDA
registered facilities. It is an expert in the development and introduction of
textile processes with valid and demonstrable quality control methodologies.
The division is currently focussing on larger opportunities, particularly in
the areas of de-risking supply chain issues that became apparent during Covid
and has a long-term manufacturing agreement with a global medical device
company. The business has received further demand for formal RFPs,
specifically within RUA's implantable textiles sweet spot. This visibility of
development projects gives the Board confidence that the Company will be able
to meet its objectives of doubling the scale of the Contract Manufacture
business in the medium term.
Current trading and Outlook
Interim Accounts for 6 months to 30 September 2023
RUA anticipates announcing the interim results for the half year to 30
September 2023 on 18 December 2023. The interim results are expected to show
revenues of £794k, operating loss of £1,360k and loss after tax of £1,010k.
Revenue in the period was impacted by issues relating to the completion,
shipment and sterilisation testing of orders placed by the major customer. As
a result, revenue reported indicated a decrease of 28% compared to the
previous year. The issues have been resolved with projected revenue at the end
of November 2023 (£1,312k) being in line with like for like comparison to the
same period last year (November 2022 - £1,308k). The cash position at the end
of September stood at £493k however with the resumption in shipments, a short
working capital cycle and receipt of £381k in R&D tax credits, the total
cash position had increased to over £1.0m at 21 November 2023.
Contract Extension
RUA's Contract Manufacturing division has had a long-term manufacturing
contract with its major customer dating back to 2013. This contract has been
renewed for a further three years through to October 2026 on continued terms
including indemnity for any uninsurable product risks to RUA.
Reasons for the Fundraising
The Group will focus on driving commercialisation across each of its business
units, with the objective of seeing the Company through to profitability.
Vascular Business
In recognition of the clear path to commercialisation alongside Corcym and
other interest from OEMs, the Directors believe the vascular project presents
an attractive risk adjusted return on the additional investment required to
achieve regulatory approval. However, noting the current cost of capital that
the Company faces, the Company will not seek to fund these trials itself but
explore other options for third party funding in the near term whilst
retaining an interest that could include an equity interest, a form of
licensing of the technology developed or a contract manufacture agreement.
For the Company to capitalise on the investment and significant progress made
within the vascular business the Company will require short term maintenance
costs to see RUA Vascular through to a commercial deal, with limited further
development investment.
Heart Valve
The Group's strategic focus is to accelerate the commercial potential of RUA
Structural Heart by making the composite available to the heart valve industry
for testing and ultimately incorporated into next generation valves. An
agreement to provide composite material to one of the major medical device
companies has already been reached (subject to contract) and RUA intends to
broaden this further through the industry. The Fundraising will strengthen the
Company's balance sheet and put RUA in a more robust position with heart
valves to execute testing with a view to securing out-licensing with
commercial partners.
Contract Manufacturing
The Fundraising is further being undertaken to accelerate growth within the
Group's cash generative contract manufacture business. The Fundraise will
enable the Group to strengthen its balance sheet to support on-going business
development at RUA Contract Manufacturing, as well as accelerate the scale of
contract manufacturing activities in the medium term in response to the
indicative demand for the division's services.
Use of proceeds of the Fundraising
The purpose of the Fundraising is to strengthen the Company's balance sheet to
aid the commercialisation phase of its R&D projects within the Company's
vascular graft and HV leaflet composite; to accelerate growth within contract
manufacturing; and to enable the Company to demonstrate value across the
portfolio.
Details of the Fundraising
The Placing
The Placing is conditional, amongst other things, on the passing of the
Resolutions, the Placing Agreement not having been terminated and Admission
occurring on or before 8.00 a.m. on 19 December 2023 (or such later date as
Cavendish and the Company may agree, being not later than 8.00 a.m. on 8
January 2024).
Under the terms of the Placing Agreement, Cavendish, as agent for the Company,
has agreed to use its reasonable endeavours to procure Placees for the Placing
Shares and to co-ordinate the offering of the Retail Shares on Bookbuild, in
each case at the Issue Price. The Company has given certain customary
warranties to Cavendish in connection with the Placing, the Retail Offer and
other matters relating to the Company and its business. In addition, the
Company has agreed to indemnify Cavendish in relation to certain liabilities
it may incur in undertaking the Fundraising. Cavendish has the right to
terminate the Placing Agreement in certain circumstances prior to Admission,
in particular, for a material breach of any of the warranties. The Placing is
not being underwritten.
The Placing Shares will be allotted and 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
on or after the date on which they are issued.
The Subscription
The Company proposes to raise up to £80,000 (before expenses) by way of a
proposed Subscription, comprising the issue of up to 727,272 Subscription
Shares at the Issue Price.
The Subscription is conditional upon (amongst other things) the passing of the
Resolutions, the Placing Agreement not having been terminated and Admission
occurring on or before 8.00 a.m. on 19 December 2023 (or such later date
and/or time as Cavendish and the Company may agree, being not later than 8.00
a.m. on 8 January 2024).
Certain of the Directors are intending to enter into Subscription Agreements
pursuant to the Subscription when they are no longer in a close period for the
purposes of MAR (and subject to them at that time not having any inside
information or unpublished price sensitive information).
In the event that the Directors are unable to subscribe for Subscription
Shares on account of being in a close period for the purposes of MAR or
otherwise being in possession of inside information or unpublished price
sensitive information, the Directors may subscribe post the expected date of
Admission, in which case, admission of those Subscription Shares may occur
separately from the Placing Shares and Retail Shares but in any event not
later than 8.00 a.m. on 8 January 2024.
The Retail Offer
The Company values its retail Shareholder base and believes that it is
appropriate to provide its existing retail Shareholders resident in the United
Kingdom the opportunity to participate in the Retail Offer at the Issue Price.
The Retail Offer is separate from the Placing and the Subscription and
Cavendish owes the Company no obligations in respect of the Retail Offer.
The Company is therefore using the Bookbuild platform to make the Retail Offer
available in the United Kingdom through the financial intermediaries (normally
a broker, investment platform or wealth manager) which will be listed, subject
to certain access restrictions, on the following website:
https://www.bookbuild.live/deals/DQM5GQ/authorised-intermediaries
Cavendish will be acting as retail offer coordinator in relation to this
Retail Offer (the "Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and the Retail Offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at
8:00am on 1 December 2023. The Retail Offer is expected to close at 4:30pm on
7 December 2023. Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.
The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating Intermediary). For the avoidance of doubt, persons who
only hold CFDs, Spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.
It is important to note that once an application for Retail Shares has been
made and accepted via an Intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Shares
will not exceed £750,000.00 (or the equivalent in Euros). The exemption from
the requirement to publish a prospectus, set out in section 86(1)(e) of the
Financial Services and Markets Act 2000 (as amended), will apply to the Retail
Offer.
A separate announcement will be made by the Company regarding the Retail Offer
and its terms.
The Retail Offer remains conditional on, inter alia:
(a) the Placing being or becoming wholly unconditional;
(b) Admission of the New Ordinary Shares becoming effective by no later than
8.00 a.m. on 19 December 2023 or such later time and/or date as Cavendish and
the Company may agree.
Conditional on Admission taking effect, up to 6,818,181 Retail Shares will be
issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up
to £0.75 million (before expenses). The Retail Shares, when issued and fully
paid, will rank pari passu in all respects with the Existing Ordinary Shares
(including the Placing Shares).
Application will be made to the London Stock Exchange for Admission of the
Retail Shares to trading on AIM. It is expected that Admission will occur and
that dealings will commence at 8.00 a.m. on 19 December 2023, at which time it
is also expected that the Retail Shares will be enabled for settlement in
CREST.
If you are in any doubt as to what action you should take, you should
immediately seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant or other independent professional adviser
duly authorised under the Financial Services and Markets Act 2000 (as amended)
if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Settlement and Dealings
Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on AIM. It is expected that Admission will take
place on or before 8.00 a.m. on 19 December 2023 and that dealings will
commence at the same time.
General Meeting
A notice convening the General Meeting to be held at 2 Drummond Crescent
Irvine Ayrshire Scotland UK, KA11 5AN on 18 December 2023 at 11:00 a.m. is set
out in Part II of this document, to consider and, if thought appropriate, pass
the following resolutions:
· Resolution 1 which is an ordinary resolution to authorise the
Directors to allot equity securities (as defined in section 560 of the Act) up
to a maximum aggregate nominal amount of £ £ £2,195,454.45 pursuant to the
Fundraising; and
· Resolution 2 which is a special resolution and is conditional on
the passing of resolution 1, to authorise the Directors to issue and allot
equity securities (as defined in section 560 of the Act) on a non-pre-emptive
basis up to a maximum aggregate nominal amount of £ £2,195,454.45 in respect
of the Fundraising, each as referred to in Resolution 1.
The authorities granted pursuant to the Resolutions will expire at the
conclusion of the annual general meeting of the Company to be held in 2024.
Resolution 1 will be proposed as an ordinary resolution. For an ordinary
resolution to be passed, more than half of the votes cast must be in favour of
the resolution.
Resolution 2 will be proposed as a special resolution. For a special
resolution to be passed, at least three quarters of the votes cast must be in
favour of the resolution.
Action to be taken
Shareholders are strongly encouraged to appoint the Chairman of the General
Meeting as their proxy for the General Meeting. This will ensure that your
vote will be counted even if attendance at the General Meeting is restricted
or you are unable to attend.
If you would like to vote on the Resolutions, you may appoint a proxy by
completing, signing and returning the Form of Proxy to the Company's
Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex
BN99 6DA so that it is received no later than 11.00 a.m. on 14 December
2023.
Alternatively, you may appoint a proxy by completing and transmitting a CREST
Proxy Instruction to the Company's Registrar, the Company's Registrar,
Equiniti Limited (CREST Participant ID RA19), no later than 11.00 a.m. on 14
December 2023.
The appointment of a proxy will not preclude you from attending the meeting
and voting in person should you wish to do so.
If you hold your shares through a nominee service, please contact the nominee
service provider regarding the process for appointing a proxy.
Any changes to the arrangements for the General Meeting will be communicated
to Shareholders before the General Meeting, including through the Company's
website at https://rualifesciences.com/ and by announcement via a RIS.
All resolutions for consideration at the General Meeting will be voted on by
way of a poll, rather than a show of hands. This means that Shareholders
will have one vote for each Ordinary Share held. The Company believes that
this will result in a more accurate reflection of the views of Shareholders by
ensuring that every vote is recognised, including the votes of any
Shareholders who are unable to attend the General Meeting but who have
appointed the Chairman as their proxy for the General Meeting.
Recommendation
The Directors consider the passing of the Resolutions to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that all Shareholders vote in
favour of the Resolutions as they intend to do, or procure to be done, in
respect of their own beneficial shareholdings, being, in aggregate, 636,460
Ordinary Shares, representing approximately 2.87 per cent. of the Existing
Issued Share Capital.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and date (as applicable)
Latest Practicable Date 29 November 2023
Publication and posting of the Circular and Form of Proxy 1 December 2023
Latest time and date for receipt of bids in the Retail Offer on Bookbuild 4.30 p.m. 7 December 2023
Latest time and date for receipt of completed Forms of Proxy to be valid at 11.00 a.m. on 14 December 2023
the General Meeting
General Meeting 11.00 a.m. on 18 December 2023
Announcement of results of the General Meeting 18 December 2023
Admission and commencement of dealings in the New Ordinary Shares* 8.00 a.m. on 19 December 2023
CREST accounts to be credited for the New Ordinary Shares to be held in 19 December 2023
uncertificated form
Dispatch of definitive share certificates for applicable New Ordinary Shares Within 10 Business Days of Admission
to be held in certificated form
* In the event that the Directors are unable to subscribe for Subscription
Shares on account of being in a close period for the purposes of MAR or
otherwise being in possession of inside information or unpublished price
sensitive information, the Directors may subscribe post the expected date of
Admission, in which case, admission of the Subscription Shares may occur
separately from the Placing Shares and Retail Shares.
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by the Company to Shareholders by
announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise
stated.
3. Events listed in the above timetable after the General Meeting are
conditional on the passing at the General Meeting of the Resolutions.
KEY STATISTICS
Issue Price 11 pence
Number of Existing Ordinary Shares((1)) 22,184,798
Number of New Ordinary Shares 43,909,089
Comprising:
· Number of Placing Shares 36,363,636
· Number of Subscription Shares((2)) 727,272
· Number of Retail Shares((3)) 6,818,181
Minimum Directors' Intended Subscription £80,000
Number of Ordinary Shares in issue immediately following Admission((2) (3)) 66,093,887
Percentage of the Enlarged Share Capital represented by the New Ordinary 66.4%
Shares*
Gross proceeds of the Placing £4.00 million
Gross expected proceeds of the Subscription((2)) £80,000
Maximum gross proceeds of the Retail Offer((3)) £750,000
Estimated cash proceeds of the Fundraising receivable by the Company (net of £4.38 million
expenses) ((2) (3))
Market capitalisation on Admission at the Issue Price £7.27 million
ISIN of Ordinary Shares GB0033360586
((1)) As at 29 November 2023, being the last practicable Business Day prior to
the publication of this Document.
((2)) Assuming that the 727,272 Subscription Shares are issued.
((3)) Assuming maximum amount raised under the Retail Offer
APPENDIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO PARTICIPATE IN THE PLACING
The terms and conditions contained in this announcement, including this
Appendix (together the "announcement") (the "Terms and Conditions") and the
information comprising this announcement are restricted and are not for
publication, release or distribution, in whole or in part, directly or
indirectly, in or into the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan, or any other state or jurisdiction in which
such release, publication or distribution would be unlawful. The Terms and
Conditions and the information contained herein is not intended to and does
not contain or constitute an offer of, or the solicitation of an offer to buy
or subscribe for, securities to any person in the United States, Canada,
Australia, New Zealand, the Republic of South Africa or Japan, or any other
state or jurisdiction in which such an offer would be unlawful.
Important information for invited Placees only regarding the Placing
Members of the public are not eligible to take part in the Placing. This
announcement and the Terms and Conditions set out in this Announcement are for
information purposes only and are directed only at persons whose ordinary
activities involve them acquiring, holding, managing and disposing of
investments (as principal or agent) for the purpose of their business and who
have professional experience in matters relating to investments and are: (1)
if in member states ("Member States") of the European Economic Area ("EEA")
are "Qualified Investors" in such Member State ("EEA Qualified Investor")
within the meaning of Article 2l of the Regulation (EU) 2017/1129 ("EU
Prospectus Regulation"); and (2) if in the United Kingdom are "Qualified
Investors" in the United Kingdom ("UK Qualified Investor") within the meaning
of Article 21 of the Regulation (EU) 2017/1129 as it forms part of the law of
England and Wales by virtue of section 3 of the European Union (Withdrawal)
Act 2018 and as modified by or under domestic law ("UK Prospectus Regulation")
and who fall within the meaning of Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"),
and/or (ii) high net worth companies, unincorporated associations or other
bodies within the meaning of Article 49(2)(a) to (d) of the FPO; and/or (iii)
persons to whom it may otherwise be lawfully communicated (each a "Relevant
Person"). No other person should act or rely on this announcement and persons
distributing this announcement must satisfy themselves that it is lawful to do
so. By accepting the Terms and Conditions each Placee represents and agrees
that it is a Relevant Person. This announcement and the Terms and Conditions
set out herein must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement and the Terms and Conditions set out herein relate 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 the Company.
The Placing Shares have not been and will not be registered under the US
Securities Act, or under the applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold, taken up,
resold, transferred or delivered, directly or indirectly, in or into the
United States, except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in compliance with the
securities laws of any relevant state or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in the United
States. The Placing Shares are being offered and sold outside the United
States in "offshore transactions" in reliance on and in accordance with
Regulation S ("Regulation S") under the US Securities Act.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or the
adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.
This announcement is for information purposes only and does not constitute an
offer to sell or issue, or the solicitation of an offer to buy or subscribe
for, securities in the United States, Canada, Australia, New Zealand, the
Republic of South Africa, Japan, or in any jurisdiction in which such offer or
solicitation is unlawful. This announcement is not for publication or
distribution in or into the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan, nor in any country or territory where to do
so may contravene local securities laws or regulations. The distribution of
this announcement (or any part of it or any information contained within it)
in other jurisdictions may be restricted by law and therefore persons into
whose possession this announcement (or any part of it or any information
contained within it) comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdictions. The Placing Shares
have not been and will not be registered under the US Securities Act nor under
the applicable securities laws of any state or other jurisdiction of the
United States or any province or territory of Canada, Australia, New Zealand,
the Republic of South Africa or Japan. Accordingly, the Placing Shares may not
be offered or sold directly or indirectly in or into the United States,
Canada, Australia, New Zealand, the Republic of South Africa or Japan or to
any resident of the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan.
Each Placee should consult with its own advisers as to legal, tax, business,
financial and related aspects of a purchase of and/or subscription for the
Placing Shares.
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 200 (the "FSMA") does not require the approval of the relevant
communication by an authorised person.
Each Placee will be deemed to have read and understood this announcement in
its entirety and to be making such offer on these terms and conditions, and to
be providing the representations, warranties, acknowledgements and
undertakings, contained in these terms and conditions. In particular each such
Placee represents, warrants and acknowledges to each of the Company and
Cavendish Capital Markets Limited ("Cavendish") that:
(a) it is a Relevant Person (as defined above) and undertakes that it will
purchase and/or subscribe for, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
(b) it is acquiring the Placing Shares for its own account or acquiring the
Placing Shares for an account with respect to which it has sole investment
discretion and has the authority to make, and does make the representations,
warranties, indemnities, acknowledgments, undertakings and agreements
contained in this announcement;
(c) in the case of any Placing Shares subscribed for by it as a financial
intermediary as that term is used in Article 5 of the EU Prospectus Regulation
or the UK Prospectus Regulation (as applicable), any Placing Shares purchased
and/or subscribed for by it in the Placing will not be subscribed for and/or
purchased on a non-discretionary basis on behalf of, nor will they be
subscribed for and/or purchased with a view to their offer or resale to,
persons in a Member State or the United Kingdom other than EEA Qualified
Investors or UK Qualified Investors (as applicable), or in circumstances which
may give rise to an offer of securities to the public other than an offer or
resale in the United Kingdom or in a Member State to UK Qualified Investors or
EEA Qualified Investors (as applicable), or in circumstances in which the
prior consent of Cavendish has been given to each such proposed offer or
resale;
(d) where Placing Shares have been acquired by it on behalf of persons in
any member state of the EEA or the United Kingdom other than EEA Qualified
Investors or UK Qualified Investors (as applicable), the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation or the
UK Prospectus Regulation as having been made to such persons;
(e) it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this announcement; and
(f) if located outside of the United States, it is acquiring the Placing
Shares in an "offshore transaction" in reliance on and in accordance with
Regulation S.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement,
of which these terms and conditions form part, should seek appropriate advice
before taking any action.
Neither Cavendish, nor any of its affiliates, agents, directors, officers or
employees, make any representation to any Placees regarding an investment in
the Placing Shares.
Introduction
Cavendish may require a Placee to agree to such further terms and/or
conditions and/or give such additional warranties and/or representations
and/or undertakings as it (in its absolute discretion) sees fit and/or may
require any such Placee to execute a separate placing letter (for the purposes
of this announcement, a "Placing Letter"). The terms of this announcement
will, where applicable, be deemed to be incorporated into that Placing Letter.
Details of the Placing
Cavendish has entered into the Placing Agreement with the Company under which
Cavendish has agreed, on the terms and subject to the conditions set out
therein, and undertaken to use its reasonable endeavours to procure, as the
Company's agent for the purpose of the Placing, subscribers for the Placing
Shares at the Issue Price.
The Placing is conditional upon, amongst other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms, as detailed further below.
The Placing Shares are and will be credited as fully paid and will rank pari
passu in all respects with the existing issued Ordinary Shares, including the
right to receive all dividends and other distributions (if any) declared, made
or paid on or in respect of the Ordinary Shares after the date of issue of the
Placing Shares to the relevant Placees.
Application for admission to trading
Application has been or will be made to the London Stock Exchange for
Admission of the New Ordinary Shares to trading on AIM.
The Placing is subject to, inter alia, Shareholder approval at the General
Meeting. Should the Resolutions not be passed, Admission will not occur.
Subject to the passing of the Resolutions, it is anticipated that Admission
will occur on or around 8.00 a.m. on 19 December 2023.
The New Ordinary Shares will not be admitted to trading on any stock exchange
other than AIM.
No Prospectus
No offering document or prospectus has been or will be submitted to be
approved by the FCA or submitted to the London Stock Exchange in relation to
the Placing and no such prospectus is required (in accordance with the UK
Prospectus Regulation and/or the EU Prospectus Regulation) to be published and
Placees' commitments will be made solely on the basis of the information
contained in this announcement released by the Company today and subject to
the further terms set forth in the trade confirmation or contract note to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this announcement and all other publicly available information
previously or simultaneously published by the Company by notification to a
Regulatory Information Service or otherwise filed by the Company is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation, warranty, or
statement made by or on behalf of the Company, Cavendish, or any other person
and neither the Company nor Cavendish nor any of their respective affiliates
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph should exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Bookbuild
Cavendish will today commence the bookbuilding process in respect of the
Placing (the "ABB") to determine demand by Placees for participation in the
Placing. No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Cavendish and the Company shall be entitled to effect the Placing by such
alternative method to the ABB as they may, in their absolute discretion,
determine.
Participation in, and principal terms of, the Placing
1. Cavendish (whether acting through itself or any of its
affiliates) is arranging the Placing as placing agent and broker of the
Company for the purpose of using its reasonable endeavours to procure Placees
at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by Cavendish.
Cavendish and/or its affiliates may participate in the Placing as principal.
3. Completion of the Placing will be announced on a Regulatory
Information Service following completion of the ABB.
4. To bid in the ABB, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Cavendish. Each bid
should state the number of Placing Shares for which the prospective Placee
wishes to subscribe. Bids may be scaled down by Cavendish on the basis
referred to in paragraph 13 below.
5. A bid in the ABB will be made on the terms and subject to
the conditions in this announcement and will be legally binding on the Placee
on behalf of which it is made and except with Cavendish's consent will not be
capable of variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to the Company and Cavendish, to pay to it (or as Cavendish
may direct) in cleared funds an amount equal to the product of the Issue Price
and the number of Placing Shares that such Placee has agreed to subscribe for
and the Company has agreed to allot and issue to that Placee. Each prospective
Placee's obligations will be owed to the Company and Cavendish.
6. The ABB in respect of the Placing is expected to close no
later than 7.00 a.m. on 1 December 2023, but the ABB may be closed earlier or
later at the discretion of Cavendish and the Company. Cavendish may, in
agreement with the Company, accept bids, either in whole or in part, that are
received after the ABB has closed.
7. This announcement 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.
8. Each Placee's commitment will be made solely on the basis
of the information set out in Announcement. By participating in the Placing,
each Placee will be deemed to have read and understood these Terms and
Conditions and the rest of this announcement in its entirety and to be
participating and making an offer for the Placing Shares on these Terms and
Conditions and to be providing the representations, warranties and
acknowledgements and undertakings contained in these Terms and Conditions.
9. The Issue Price will be a fixed price of 11 pence per
Placing Share.
10. An offer for Placing Shares, which has been communicated by a
prospective Placee to Cavendish, shall not be capable of withdrawal or
revocation without the consent of Cavendish.
11. Each Placee's allocation will be confirmed to Placees orally
or in writing by Cavendish as soon as practicable following the close of the
ABB. The terms of this announcement will be deemed incorporated by reference
therein. The oral or written confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee) in favour of Cavendish and the Company, under which it
agrees to subscribe for and/or acquire the number of Placing Shares allocated
to it at the Issue Price on the Terms and Conditions set out in this
announcement and in accordance with the Company's articles of association.
Except as required by law or regulation, no press release or other
announcement will be made by Cavendish 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. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Cavendish (as agent for the Company), as
applicable, to pay in cleared funds immediately on the settlement date, in
accordance with the registration and settlement requirements set out below, an
amount equal to the product of the Issue Price and the number of Placing
Shares such Placee has agreed to take up.
13. Cavendish may choose to accept bids, either in whole or in
part, on the basis of allocations determined in agreement with the Company and
may scale down any bids for this purpose on such basis as they may determine.
Cavendish may also, notwithstanding paragraphs 4 and 5 above, and subject to
prior agreement with the Company, allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that time. The
Company reserves the right (upon agreement with Cavendish) to reduce or seek
to increase the amount to be raised pursuant to the Placing at its discretion.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares under
the Placing will be required to be made at the times and on the basis
explained below under "Registration and Settlement".
15. All obligations under the ABB and Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things, the
conditions referred to below under "Conditions of the Placing" and to the
Placing Agreement not being terminated on the basis referred to below under
"Right to terminate under the Placing Agreement".
16. By participating in the ABB, 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.
17. To the fullest extent permissible by law, none of the Company,
Cavendish, nor any of their respective affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise) under these terms and conditions. In particular, none of the
Company, Cavendish, nor any of their respective affiliates shall have any
liability (including to the fullest extent permissible by law, any fiduciary
duties) in respect of Cavendish's conduct of the ABB. Each Placee acknowledges
and agrees that the Company is responsible for the allotment of the Placing
Shares to the Placees, and Cavendish shall not have any liability to Placees
for the failure of the Company to fulfil those obligations.
18. Cavendish shall, following consultation with, and on approval
of such allocations by, the Company, be entitled to allocate Placing Shares at
its discretion to Placees in respect of their allocations of Placing Shares.
Conditions of the Placing
Cavendish's obligations under the Placing Agreement are conditional on, inter
alia:
(a) the Company having published the Circular and the
Resolutions having been duly passed by the requisite majority the General
Meeting;
(b) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(c) Admission of the Placing Shares taking place not later
than 8 a.m. on 19 December 2023 (or such later time and date not being later
than 8.30 a.m. on 8 January 2024 as may be agreed between the Company and
Cavendish).
The Placing Agreement contains certain warranties and representations from the
Company and an indemnity from the Company for the benefit of Cavendish. The
Placing Agreement contains certain conditions to be satisfied (or, where
permitted, waived or extended in writing by Cavendish) on or prior to
Admission, including there having been no material adverse change, the
warranties being true and accurate and not misleading (in the opinion of
Cavendish) and the performance by the Company of its obligations under the
Placing Agreement.
None of the Company, the Directors, nor Cavendish owes any fiduciary duty to
any Placee in respect of the representations, warranties, undertakings or
indemnities in the Placing Agreement.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or waived by Cavendish by the time or
date where specified (or such later time or date as the Company and Cavendish
may agree), or (ii) the Placing Agreement is terminated as described below,
the Placing will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof.
Cavendish may, in its absolute discretion, waive, or extend the period for
compliance with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement, save that, inter alia,
the condition relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
announcement.
Neither Cavendish, nor the Company (as the case may be) shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Cavendish.
Right to terminate under the Placing Agreement
Cavendish may in its absolute discretion, at any time before Admission
terminate the Placing Agreement by giving notice to the Company, in certain
circumstances, including, inter alia, in Cavendish's sole opinion (acting in
good faith):
(a) the Company fails in any material respect to comply with any
of its obligations under the Placing Agreement or it commits a material breach
of the rules and regulations of the FCA and/or London Stock Exchange and/or
the AIM Rules, FSMA, MAR or any other applicable law; or
(b) it comes to the notice of Cavendish that any statement
contained in this announcement was untrue, incorrect or misleading in any
respect which Cavendish considers (acting reasonably and in good faith) to be
material in the context of the Fundraising; or
(c) it comes to the notice of Cavendish that any statement
contained in this announcement has become untrue, incorrect or misleading in
any respect which Cavendish considers (acting reasonably and in good faith) to
be material in the context of the Fundraising or any matter which Cavendish
considers (acting reasonably and in good faith) to be material in the context
of the Fundraising has arisen which would, if the Fundraising were made at
that time, constitute a material omission therefrom; or
(d) it comes to the notice of Cavendish that any of the warranties
given by the Company under the Placing Agreement was not at the date of such
agreement true and accurate in any material respect; or
(e) there shall have occurred any adverse change in, or any
development reasonably likely to involve an adverse change in, the condition
(financial, operational, legal or otherwise), earnings, business, management,
property, assets, rights, results, operations or prospects of the Company or
its group which is material in the context of the Company or the group taken
as a whole, whether or not arising in the ordinary course of business and
which Cavendish considers (acting reasonably and in good faith) is likely to
render the Fundraising, temporarily or permanently, impracticable or
inadvisable (whether or not foreseeable at the date of the Placing Agreement).
The rights and obligations of the Placees shall terminate only in the
circumstances described in these Terms and Conditions and in the Placing
Agreement and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by Cavendish of any right of
termination or other discretion under the Placing Agreement shall be within
the absolute discretion of Cavendish, and that it need not make any reference
to Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or decision not to exercise. Placees will
have no rights against Cavendish, the Company, nor any of their respective
affiliates, directors or employees under the Placing Agreement pursuant to
the Contracts (Rights of Third Parties) Act 1999 (as amended).
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0033360586)
following Admission will take place within CREST. Each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or contract
note stating the number of Placing Shares allocated to it at the Issue Price,
the aggregate amount owed by such Placee to Cavendish (as agent for the
Company), as applicable, and settlement instructions. Each Placee agrees that
it will do all things necessary to ensure that delivery and payment is
completed in accordance with either the CREST or certificated settlement
instructions that it has in place with Cavendish.
The expected date of settlement in respect of the Placing Shares will be
communicated to you by Cavendish and settlement will be in accordance with the
instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by Cavendish.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Cavendish may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for
Cavendish's account and benefit (as agent for the Company) as applicable, an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable and shall indemnify Cavendish
(as agent for the Company), on demand for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares to Cavendish, each
Placee confers on Cavendish all such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions which Cavendish
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and Cavendish, namely that, each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read and understood
this announcement, including these terms and conditions, in its entirety and
that its subscription for and/or purchase of Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
in this announcement and herein and not in reliance on any information given
or any representations, warranties or statements made at any time by any
person in connection with Admission, the Company, the Placing or otherwise,
other than the information contained in this announcement, and undertakes not
to redistribute or duplicate this announcement or any part of it;
2. acknowledges that the content of this announcement is
exclusively the responsibility of the Company, and that neither Cavendish, nor
its affiliates nor any person acting on their behalves has or shall have any
liability for any information, representation or statement contained in this
announcement or any information previously or concurrently published by or on
behalf of the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this announcement, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made by
Cavendish, the Company, or any of their directors, officers or employees or
any person acting on behalf of any of them, or, if received, it has not relied
upon any such information, representations, warranties or statements
(including any management presentation that may have been received by any
prospective Placee or any material prepared by the research department of
Cavendish (the views of such research departments not representing and being
independent from those of the Company and the corporate finance department of
Cavendish and not being attributable to the same)), and neither Cavendish nor
the Company will be liable for any Placee's decision to accept an invitation
to participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing and it will
not rely on any investigation that Cavendish, its affiliates or any other
person acting on its or their behalf has or may have conducted;
3. acknowledges that neither Cavendish nor the Company nor any
of their respective affiliates or any person acting on behalf of any of them
has provided it, and will not provide it, with any material regarding the
Placing Shares or the Company other than this announcement; nor has it
requested that Cavendish, the Company, or their respective affiliates or any
person acting on behalf of any of them provide it with any such information
and acknowledge that they have read and understood this announcement;
4. acknowledges that no offering document or prospectus has
been or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering document in
connection with the Placing;
5. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning the Company
in accepting this invitation to participate in the Placing;
6. acknowledges that Cavendish does not have any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that Cavendish is
not acting for them or their clients and that Cavendish will not be
responsible for providing protections to it or its clients;
7. has the funds available to pay in full for the Placing
Shares for which it has agreed to subscribe and/or purchase and that it will
pay the total amount due by it in accordance with the terms set out in this
announcement and, as applicable, as set out in the trade settlement or the
contract note on the due time and date;
8. acknowledges that neither Cavendish, nor any of its
affiliates or any person acting on behalf of Cavendish or any such affiliate
has or shall have any liability for this announcement and any publicly
available or filed 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;
9. acknowledges that neither Cavendish, nor the ultimate
holding company of Cavendish nor any direct or indirect subsidiary
undertakings of such holding company, nor any of their respective directors
and employees shall be liable to Placees for any matter arising out of
Cavendish's role as placing agent or otherwise in connection with the Placing
and that where any such liability nevertheless arises as a matter of law each
Placee will immediately waive any claim against any of such persons which it
may have in respect thereof;
10. understands, and each account it represents has been advised
that (i) the Placing Shares have not been and will not be registered under the
US Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are being offered in a transaction not
involving any public offering in the United States, (ii) the Placing Shares
are being offered and sold pursuant to Regulation S under the US Securities
Act or in a transaction exempt from or not subject to the registration
requirements under the US Securities Act; and (iii) the Placing Shares may not
be reoffered, resold, pledged or otherwise transferred except in accordance
with Regulation S under the US Securities Act or pursuant to an exemption from
or in a transaction not subject to the registration requirements under the US
Securities Act;
11. is not located in the United States. If located outside of the
United States, represents and warrants that it, and any accounts it
represents, (i) is, or at the time the Placing Shares are acquired will be,
outside the United States and (ii) is acquiring the Placing Shares in an
"offshore transaction" in reliance on and in accordance with Regulation S;
12. is not subscribing for any Placing Shares as a result of (i)
any "directed selling efforts" as that term is defined in Regulation S or (ii)
any form of "general solicitation or general advertising" within the meaning
of Regulation D under the US Securities Act;
13. will not distribute, forward, transfer or otherwise transmit
this announcement any information contained within it or any other materials
concerning the Placing (including any electronic copies thereof), in or into
the United States;
14. acknowledges that any subscription for the Placing Shares may
involve tax consequences, and that the contents of this announcement do not
contain tax advice or information. The Placee acknowledges that it must retain
its own professional advisors to evaluate the tax, financial and any and all
other consequences of an investment in the Placing Shares;
15. represents and warrants that it will notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer and resale;
16. unless otherwise specifically agreed in writing with Cavendish
represents and warrants that neither it nor the beneficial owner of such
Placing Shares will be a resident of the United States, Canada, Australia, New
Zealand, Japan or the Republic of South Africa or any other jurisdiction in
which it is unlawful to make or accept an offer to acquire the Placing Shares;
17. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United States,
Canada, Australia, New Zealand, Japan or the Republic of South Africa or any
other jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
18. represents and warrants that the issue or transfer to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer Placing Shares into a clearance system;
19. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in connection
with money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017; and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 (as amended) or any
economic sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the US Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations
and 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 Cavendish such evidence, if any, as to the identity
or location or legal status of any person which Cavendish may request from it
in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by Cavendish on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be purchased by it or at
its direction pursuant to the Placing being reduced to such number, or to nil,
as Cavendish may decide in its sole discretion;
20. represents and warrants that it is acquiring the Placing
Shares for its own account or acquiring the Placing Shares for an account with
respect to which it has sole investment discretion and has the authority to
make, and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this announcement;
21. if it is a financial intermediary, as that term is used in
Article 5 of the EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable), represents and warrants that the Placing Shares subscribed for
and/or purchased by it in the Placing will not be subscribed for and/or
purchased 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 or in a
Member State (as applicable) in circumstances which may give rise to an offer
to the public other than an offer or resale in the United Kingdom or in a
Member State to UK Qualified Investors or EEA Qualified Investors, or in
circumstances in which the prior consent of Cavendish has been given to each
such proposed offer or resale;
22. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons prior to Admission except
to persons whose ordinary activities involve them 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 in, and which
will not result in, an offer to the public in the United Kingdom, Switzerland
or a Member State;
23. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
24. represents and warrants that it has complied and will comply
with all applicable provisions of UK MAR with respect to anything done by it
in relation to the Placing Shares in, from or otherwise involving, the United
Kingdom or the EEA (as applicable);
25. unless otherwise specifically agreed with Cavendish in
writing, represents and warrants that it is an EEA Qualified Investor or a UK
Qualified Investor;
26. if it is a UK Qualified Investor, represents and warrants that
it is a person: (i) who has professional experience in matters relating to
investments falling within Article 19(1) of the FPO; or (ii) falling within
Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the FPO; or (iii) are persons to whom it may otherwise
be lawfully communicated;
27. if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the date of
such Placee's agreement to subscribe for and/or purchase Placing Shares under
the Placing and will not be any such person on the date that such subscription
and/or purchase is accepted;
28. is aware of and acknowledges that it is required to comply
with all applicable provisions of FSMA with respect to anything done by it in,
from or otherwise involving, the United Kingdom;
29. represents and warrants that it and any person acting on its
behalf is entitled to subscribe for and/or acquire the Placing Shares under
the laws of all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken any other
necessary actions to enable it to commit to this participation in the Placing
and to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred
to in this announcement) and will honour such obligations;
30. where it is subscribing for and/or acquiring Placing Shares
for one or more managed accounts, represents and warrants that it is
authorised in writing by each managed account: (a) to subscribe for and/or
acquire the Placing Shares for each managed account; (b) to make on its behalf
the representations, warranties, acknowledgements, undertakings and agreements
in this announcement, of which this announcement forms part; and (c) to
receive on its behalf any investment letter relating to the Placing in the
form provided to it by Cavendish;
31. undertakes that it (and any person acting on its behalf) will
make payment to Cavendish for the Placing Shares allocated to it in accordance
with this announcement on the due time and date as will be notified to it by
Cavendish, failing which the relevant Placing Shares may be placed with other
parties or sold as Cavendish may in its sole discretion determine and without
liability to such Placee and it will remain liable and will indemnify
Cavendish on demand for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security transfer
tax (together with any interest or penalties due pursuant to or referred to in
these terms and conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
32. acknowledges that neither Cavendish, nor any of its
affiliates, or any person acting on behalf of Cavendish or any such affiliate,
is making any recommendations to it, 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
treated for these purposes as a client of Cavendish and that Cavendish does
not have any duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in relation to
the Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of their rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
33. undertakes that the person whom it specifies for registration
as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Cavendish nor the Company will 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 participate in the Placing and it agrees to indemnify the
Company and Cavendish in respect of the same;
34. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreement shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter (including
non-contractual matters) arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company and Cavendish 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;
35. acknowledges that time shall be of the essence as regards to
its obligations pursuant to this announcement;
36. agrees that the Company and Cavendish and each of their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and undertakings which
are given to Cavendish on its own behalf and on behalf of the Company and are
irrevocable and are irrevocably authorised to produce this announcement or a
copy thereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby;
37. agrees to indemnify on an on demand, after-tax basis and hold,
the Company and Cavendish and their respective affiliates 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 in
this announcement and further agrees that the provisions of this announcement
shall survive after completion of the Placing;
38. acknowledges that no action has been or will be taken by any
of the Company and/or Cavendish or any person acting on behalf of the Company
or Cavendish, that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
39. acknowledges that it is an institution that has knowledge and
experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for and/or acquiring
the Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and in this sector and is aware that it
may be required to bear, and it, and any accounts for which it may be acting,
are 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 associates taken as a whole, and the
terms of the Placing, including the merits and risks involved;
40. acknowledges that its commitment to subscribe for and/or
purchase Placing Shares on the terms set out herein and in the trade
confirmation or contract note will continue notwithstanding any amendment that
may in future be made to the terms 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 conduct of the Placing;
41. acknowledges that Cavendish, or any of its affiliates acting
as an investor for its own account may take up shares in the Company and in
that capacity may retain, purchase or sell for its own account such shares and
may offer or sell such shares other than in connection with the Placing;
42. represents and warrants that, if it is a pension fund or
investment company, its subscription and/or purchase of Placing Shares is in
full compliance with all applicable laws and regulation;
43. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including in these
terms and conditions;
44. acknowledges that the allocation of Placing Shares (in respect
of the Placing shall be determined by Cavendish after consultation with, and
the approval of the Company (so far as is practicable) and Cavendish may scale
back any placing commitment on such basis as it, with the approval of the
Company, may determine (which may not be the same for each Placee);
45. irrevocably appoints any Director and any director or duly
authorised employee or agent of Cavendish to be its agent and on its behalf
(without any obligation or duty to do so), to sign, execute and deliver any
documents and do all acts, matters and things as may be necessary for, or
incidental to, its subscription for and/or purchase of all or any of the
Placing Shares allocated to it in the event of its own failure to do so;
46. the Company reserves the right to make inquiries of any holder
of the Placing Shares or interests therein at any time as to such person's
status under the US federal securities laws and to require any such person
that has not satisfied the Company that holding by such person will not
violate or require registration under the US securities laws to transfer such
Placing Shares or interests in accordance with the Articles (as amended from
time to time);
47. if it is acting as a "distributor" (for the purposes of UK
MiFIR Product Governance Requirements):
(1) it acknowledges that the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the 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 and each distributor is responsible for
undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels;
(2) notwithstanding any UK Target Market Assessment undertaken it
confirms that, other than where it is providing an execution-only service to
investors, it has satisfied itself as to the appropriate knowledge,
experience, financial situation, risk tolerance and objectives and needs of
the investors to whom it plans to distribute the Placing Shares and that it
has considered the compatibility of the risk/reward profile of such Placing
Shares with the end target market; and
(3) it acknowledges 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; and
48. the Company and Cavendish will rely upon the truth and
accuracy of the foregoing representations, warranties, undertakings and
acknowledgements. The Placee agrees to indemnify on an on demand, after-tax
basis and hold each of, the Company and Cavendish, and each of their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of any breach of the
representations, warranties, undertakings, agreements and acknowledgements in
this announcement.
The representations, warranties, acknowledgments and undertakings contained in
this announcement are given to Cavendish and the Company (as the case may be)
and are irrevocable and shall not be capable of termination in any
circumstances.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription and/or purchase of a person for whom such Placee is contracting
as agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription and/or purchase by it and/or such
person direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed for and/or
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 relates to any other subsequent dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor Cavendish will be responsible, and the Placee to whom
(or on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an on demand, after-tax basis
and to hold harmless the Company and Cavendish in the event that either the
Company or Cavendish has incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its own advice
and notify Cavendish accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription and/or purchase by them of any Placing Shares or the agreement by
them to subscribe for and/or purchase any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Cavendish does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in the Placing
Agreement.
When a Placee or person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules. As a consequence, this money
will not be segregated from the Cavendish's money in accordance with the
client money rules and will be used by Cavendish in the course of its own
business and the Placee will rank only as a general creditor of Cavendish.
All times and dates in this announcement may be subject to amendment.
Cavendish shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
Supply and disclosure of information
If Cavendish or the Company or any of their agents request any information
about a Placee's agreement to subscribe for and/or acquire Placing Shares
under the Placing, such Placee must promptly disclose it to them and ensure
that such information is complete and accurate in all respects.
Data protection
Each Placee acknowledges that it has been informed that, pursuant to the
General Data Protection Regulation ("GDPR") the Company and/or the Registrar
will, hold personal data (as defined in GDPR) relating to past and present
Shareholders. Personal data will be retained on record for a period exceeding
seven years after it is no longer used (subject to any limitations on
retention periods set out in applicable law). The Registrar will process such
personal data at all times in compliance with GDPR and shall only process for
the purposes set out in the Company's privacy notice (the "Purposes") which is
available for consultation on the Company's website
https://rualifesciences.com (https://rualifesciences.com) (the "Privacy
Notice") which include to:
(a) process its personal data to the extent and in such manner as
is necessary for the performance of its obligations under its respective
service contracts, including as required by or in connection with the Placee's
holding of Placing Shares, including processing personal data in connection
with credit and anti-money laundering checks on it;
(b) communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Placing Shares;
(c) comply with the legal and regulatory obligations of the
Company and/or the Registrar; and
(d) process its personal data for the Registrar's internal
administration.
Where necessary to fulfil the Purposes, the Company will disclose personal
data to:
(a) third parties located outside of the United Kingdom if
necessary for the Registrar to perform its functions, or when it is within its
legitimate interests, and in particular in connection with the holding of
Placing Shares; or
(b) its affiliates, the Registrar and their respective associates,
some of which may be located outside the United Kingdom.
Any sharing of personal data between parties will be carried out in compliance
with the GDPR and as set out in the Privacy Notice.
Becoming registered as a holder of Placing Shares, a person becomes a data
subject (as defined under GDPR). In providing the Registrar with information,
the Placee hereby represents and warrants to the Company and the Registrar
that: (i) it complies in all material aspects with its data controller
obligations under GDPR, and in particular, it has notified any data subject of
the Purposes for which personal data will be used and by which parties it will
be used and it has provided a copy of the Privacy Notice; and (ii) where
consent is legally competent and/or required under GDPR the Placee has
obtained the consent of any data subject to the Company, the Registrar and
their respective affiliates and group companies, holding and using their
personal data for the Purposes (including the explicit consent of the data
subjects for the processing of any sensitive personal data for the Purposes).
Each Placee acknowledges that by submitting personal data to the Registrar
(acting for and on behalf of the Company) where the Placee is a natural person
he or she has read and understood the terms of the Privacy Notice.
Each Placee acknowledges that by submitting personal data to the Registrar
(acting for and on behalf of the Company) where the Placee is not a natural
person it represents and warrants that:
(a) it has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Placee may act or
whose personal data will be disclosed to the Company as a result of the Placee
agreeing to subscribe for and/or purchase Placing Shares; and
(b) the Placee has complied in all other respects with all
applicable data protection legislation in respect of disclosure and provision
of personal data to the Company.
Where the Placee acts for or on account of an underlying data subject or
otherwise discloses the personal data of an underlying data subject, he/she/it
shall, in respect of the personal data it processes in relation to or arising
in relation to the Placing:
(a) comply with all applicable data protection legislation;
(b) take appropriate technical and organisational measures against
unauthorised or unlawful processing of the personal data and against
accidental loss or destruction of, or damage to the personal data;
(c) if required, agree with the Company and the Registrar, the
responsibilities of each such entity as regards relevant data subjects' rights
and notice requirements; and
(d) immediately on demand, fully indemnify each of the Company and
the Registrar and keep them fully and effectively indemnified against all
costs, demands, claims, expenses (including legal costs and disbursements on a
full indemnity basis), losses (including indirect losses and loss of profits,
business and reputation), actions, proceedings and liabilities of whatsoever
nature arising from or incurred by the Company and/or the Registrar in
connection with any failure by the Placee to comply with the provisions set
out above.
Miscellaneous
The rights and remedies of Cavendish and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be asked to
disclose in writing or orally his nationality. If a Placee is a discretionary
fund manager, that Placee may be asked to disclose in writing or orally the
jurisdiction in which its funds are managed or owned. All documents provided
in connection with the Placing will be sent at the Placee's risk. They may be
sent by post to such Placee at an address notified by such Placee to
Cavendish.
Each Placee agrees to be bound by the articles of association of the Company
(as amended from time to time) once the Placing Shares which the Placee has
agreed to subscribe for and/or acquire pursuant to the Placing have been
acquired by the Placee. The contract to subscribe for and/or acquire Placing
Shares under the Placing and the appointments and authorities mentioned in
this announcement will be governed by, and construed in accordance with, the
laws of England and Wales. For the exclusive benefit of Cavendish and the
Company, each Placee irrevocably submits to the jurisdiction of the courts of
England and Wales and waives any objection to proceedings in any such court on
the ground of venue or on the ground that proceedings have been brought in an
inconvenient forum. This does not prevent an action being taken against a
Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for and/or acquire Placing
Shares under the Placing, references to a Placee in these terms and conditions
are to each of the Placees who are a party to that joint agreement and their
liability is joint and several.
Cavendish and the Company expressly reserve the right to modify the Placing
(including, without limitation, its timetable and settlement) at any time
before allocations are determined. The Placing is subject to the satisfaction
of the conditions contained in the Placing Agreement and to the Placing
Agreement not having been terminated.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
Act the Companies Act 2006 (as amended)
Admission the admission of the New Ordinary Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules for Companies
affiliate or affiliates an affiliate of, or person affiliated with, a person; a person that, directly
or indirectly, or indirectly through one or more intermediaries, controls or
is controlled by, or is under common control with, the person specified
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM rules for companies published by the London Stock Exchange from time
to time
Articles the articles of association of the Company as in force as at the date of this
announcement
Board the Directors as at the date of this announcement
Bookbuild means the platform operated by BB Technology Limited and known as BookBuild
which will host the Retail Offer;
Business Day any day on which the London Stock Exchange is open for business and banks are
open for business in London, excluding Saturdays and Sundays
Cavendish means Cavendish Capital Markets Limited, registered in England and Wales with
company number 06198898 and having its registered office at 1 Bartholomew
Close, London, England, EC1A 7BL
certificated or in certificated form an Ordinary Share which is not in uncertificated form (that is, not in CREST)
Circular the circular to shareholders to be published by the Company on or around 1
December 2023
Closing Price
the closing middle market quotation of an Ordinary Share
Company or RUA RUA Life Sciences plc
CREST the relevant system (as defined in the CREST Regulations) for paperless
settlement of share transfers and holding shares in uncertificated form which
is administered by Euroclear
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended)
Directors or Board the directors of the Company as at the date of this announcement,
Directors' Intended Subscription the intention of certain Directors to subscribe for an additional minimum of
£80,000 when the company is out of a close period under the Market Abuse
Regulation;
EEA European Economic Area
Enlarged Share Capital together, the Existing Ordinary Shares and the New Ordinary Shares
Existing Ordinary Shares the 22,184,798 Ordinary Shares in issue on the date of this Announcement
Euroclear Euroclear UK & International Limited, a company incorporated under the
laws of England and Wales
EUWA the European Union (Withdrawal) Act 2018 (as amended)
FCA the Financial Conduct Authority
Form of Proxy the form of proxy for use in connection with the General Meeting which will
accompany the Circular
Fundraising the Placing, the Retail Offer and the Subscriptions
FSMA the Financial Services and Markets Act 2000 (as amended)
General Meeting the general meeting of the Company to be held at 11.00 a.m. on 18 December
2023 at 2 Drummond Crescent Irvine Ayrshire Scotland UK, KA11 5AN, the Notice
of which is to be set out in the Circular
Group together, the Company and its subsidiary undertakings
Intermediaries means an individual, company or other entity that manages and executes the
buying and selling of securities on behalf of Retail Investors
ISIN International Securities Identification Number
Issue Price 11 pence
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the Placing Shares, the Retail Shares and the Subscription Shares
Notice of General Meeting the notice convening the General Meeting which will form part of the Circular;
Official List the Official List of the FCA
Ordinary Shares ordinary shares of £0.05 each in the capital of the Company
Placees persons who have agreed to subscribe for Placing Shares under the Placing;
Placing the conditional placing of the Placing Shares by Cavendish at the Issue Price
pursuant to the Placing Agreement
Placing Agreement the agreement dated the same date as this announcement made between the
Company and Cavendish relating to the Placing
Placing Shares up to 36,363,636 new Ordinary Shares to be issued by the Company pursuant to
the Placing
Prospectus Regulation Prospectus Regulation (EU) 2017/1129
Regulation S Regulation S promulgated under the Securities Act
Resolutions the resolutions to be proposed at the General Meeting
Restricted Jurisdictions the United States, Canada, Australia, Japan, New Zealand and the Republic of
South Africa or any other jurisdiction where the extension or availability of
the Fundraising would breach any applicable law
Retail Investors means investors in the usual type of an Intermediary's client base, which may
include individuals aged 18 years or over, companies and other bodies
corporate, partnerships, trusts, associations and other unincorporated
organisations
Retail Offer means the offer of the Retail Shares, through Intermediaries, to Retail
Investors in the United Kingdom,
Retail Shares up to 6,818,181 new Ordinary Shares to be issued by the Company pursuant to
the Retail Offer
Shareholder a holder of Ordinary Shares
Subscribers persons who it is proposed will subscribe for the Subscription Shares pursuant
to the Directors' Intended Subscription
Subscription means the conditional subscription for the Subscription Shares by the
Subscribers at the Issue Price on the terms and subject to the conditions to
be contained in the Subscription Agreements;
Subscription Agreements means the subscription agreements to be entered into between the Company and
the Subscribers
Subscription Shares means the 727,272 new Ordinary Shares proposed to be issued by the Company to
the Subscribers;
UK Prospectus Regulation the UK version of the Prospectus Regulation as it forms part of EU retained
law by virtue of the EUWA
uncertificated or in uncertificated form recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST
US Securities Act
the United States Securities Act of 1993, as amended
References to a "company" in this announcement shall be construed so as to
include any company, corporation or other body corporate, wherever and however
incorporated or established.
Words importing the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or neutral
gender.
For the purpose of this announcement, "subsidiary" and "subsidiary
undertaking" have the meanings given by the Companies Act 2006.
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