REG - SkinBioTherapeutics - Placing and Retail Offer
16/11/2023 16:45
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RNS Number : 7415T SkinBioTherapeutics PLC 16 November 2023
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (TOGETHER "THIS ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION SECTION
AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT 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
SKINBIOTHERAPEUTICS 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 SKINBIOTHERAPEUTICS
PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX 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 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK 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 UK 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.
16 November 2023
SkinBioTherapeutics plc
("SkinBioTherapeutics" or the "Company")
Launch of Placing to raise a minimum of £3.0 million
Retail Offer to raise up to an additional £0.25 million via Bookbuild
Platform
SkinBioTherapeutics plc (AIM: SBTX or the "Company") a life sciences company
focused on skin health, announces a placing of new ordinary shares of £0.01
each at a price of 19 pence per share ("Issue Price"), to raise gross proceeds
of a minimum of £3.0 million ("Placing"). The Placing, which is being
conducted by way of an accelerated bookbuild, will commence immediately
following this Announcement.
In addition to the Placing, the Company is undertaking a separate conditional
retail offer to existing Shareholders via the Bookbuild Platform to raise up
to £0.25 million (before expenses) at the Issue Price. The Retail Offer aims
to provide existing retail Shareholders in the Company an opportunity to
participate in the Fundraising at the same price as Placees. A separate
announcement will be made shortly by the Company regarding the Retail Offer
and its terms. Those investors who subscribe for New Ordinary Shares pursuant
to the Retail Offer will do so pursuant to the terms and conditions of the
Retail Offer contained in that announcement. For the avoidance of doubt, the
Retail Offer is not part of the Placing.
Key features of the Fundraising
· Placing to raise a minimum of £3.0 million through the
conditional issue of a minimum of 15,908,298 Placing Shares at 19 pence per
share with new and existing institutional investors.
· Retail Offer to raise up to an additional £0.25 million via the
Bookbuild Platform at the Issue Price to existing Shareholders of the Company
through certain intermediaries. A separate announcement will be made shortly
regarding the Retail Offer and its terms.
· The issue price of 19 pence per New Ordinary Share represents a
9.5 per cent. discount to the closing middle market price of 21 pence per
Ordinary Share on 15 November 2023, the last business day prior to the
announcement of the Fundraising.
· The New Ordinary Shares are expected to be issued on Admission on
22 November 2023.
Use of proceeds
The net proceeds of the Fundraising will enable the Company to advance its
oral and inflammation programmes, continue roll-out of its Axis-PS, study and
subsequent commercialisation of acne treatment, as well as general working
capital. The Fundraising will also strengthen the Company's balance sheet to
assist with negotiations on potential acquisition targets and partnership
discussions.
Stuart Ashman, CEO of SkinBioTherapeutics plc, said:
"The funds we are looking to raise are to help with the current
commercialisation and development strategy of AxisBiotix in skin health, with
our latest venture beginning in acne, as well as providing a stronger
financial base to support our strategic partnering discussions around three of
our other business pillars. The funding will also support us with working
capital and strengthen our balance sheet whilst we are assessing potential
inorganic opportunities which can complement and enhance our current sales and
development pipeline. We are encouraged by the quality of companies that would
generate immediate value to us - both financially and operationally and we
anticipate updating shareholders on these opportunities in the near term."
For further information
SkinBioTherapeutics plc Tel: +44 (0) 191 495 7325
Stuart J. Ashman, CEO
Manprit Randhawa, CFO
Cavendish Securities plc (Nominated Adviser & Broker) Tel: +44 (0) 20 7397 8900
Giles Balleny, Dan Hodkinson (Corporate Finance)
Charlie Combe (Broking)
Dale Bellis, Tamar Cranford-Smith (Sales)
Instinctif Partners (financial press) Tel: +44 (0) 20 7457 2020
Melanie Toyne-Sewell / Tim Field SkinBio@instinctif.com (mailto:SkinBio@instinctif.com)
1. INTRODUCTION
The Company announces that it is launching a Placing to raise a minimum of
£3.0 million (before expenses), and is undertaking a Retail Offer to raise up
to an additional £0.25 million. The Retail Offer provides retail investors
who are existing Shareholders with an opportunity to participate in the
proposed issue of New Ordinary Shares at the same price as the Placees.
The issue price of 19 pence per New Ordinary Share represents an approximate
9.5 per cent. discount to the closing middle market price of 21 pence per
Existing Ordinary Share on 15 November 2023, the last Business Day before the
announcement of the Fundraising.
The issue of the New Ordinary Shares is conditional, inter alia, on Admission,
which is expected to occur at 8:00 a.m. on 22 November 2023.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING
Background
SkinBioTherapeutics is a life sciences business focussed on improving skin
health via the microbiome with near term opportunities in anti-ageing,
treatment of skin conditions such as psoriasis and acne, and wound barrier
enhancement. The microbiome, which encompasses the genetic material of all
microbes - bacteria, fungi, protozoa and viruses that live on and inside the
human body, is a high growth area of scientific research with a major
application in skin healthcare. According to a study by Data Bridge Market
Research, the global skin microbiome market is expected to account for $2.2
billion in annualised revenues of microbiome-related products and technologies
by 2030.
As previously announced, the Company is targeting five specific skin
healthcare sectors; cosmetics skincare, food supplements for the treatment of
skin conditions, medical skin care, infection control in both the home and the
hospital environment and pharmaceuticals for the prescribed treatment of skin
conditions. The Company is developing products to address these target sectors
through five pillars;
· SkinBiotix® - the Company's core technology that is designed to
promote skin health by harnessing the beneficial properties of probiotic
bacteria, and the basis of the Company's lead cosmetic product.
· AxisBiotix™ - addressing the emerging area of science that is
focused on the gut-skin axis and its role in various diseases.
· MediBiotix™ - targeting the use of the SkinBiotix® technology
for medical device applications including the treatment of eczema and
woundcare.
· CleanBiotix™ - targeting the use of the SkinBiotix® technology
to address certain categories of health care acquired infections.
· PharmaBiotix™ - an extension to the medical device and
AxisBiotix™ applications through a pathway of medicinal prescription
registrations.
The Company will also seek deals with multinationals with a view to
accelerating development of its ongoing internal projects and has early
discussions in three of its "pillars".
The Company has made significant operational and strategic progress over the
past year, supported by a fundraising which it completed in January 2023.
Notable developments include:
· Launch of AxisBiotix-Ps™, a food supplement to alleviate the
symptoms associated with Psoriasis, for sale in Spain, following initial
launch in UK and USA.
· Extension of existing contract with Sederma to enable completion
and assessment of SkinBiotix™ skincare studies exploring potential
supplementary applications, which could enhance commercial opportunities.
These studies are due to run from late 2023 into early 2024 following which
the Company will look to enter into a commercial agree with Croda and expects
to receive royalty revenues from this in 2024.
· Launch and first sales of AxisBiotix-Ps™ in Italy and
subsequently France.
· Launch of a 60-day campaign in the UK aimed at Psoriasis
sufferers.
· Early discussions with companies including multinationals with a
view to commercialising SkinBioTherapeutics products.
· Commencement of a new UK consumer study into novel acne-treatment
formula, in partnership with Winclove Probiotics. The Company is trialling two
new formulas involving 300 participants who have acne-prone skin. Results from
this study are expected in Q1 2024.
The Company's short-term priority is to further develop and commercialise its
SkinBiotix® and AxisBiotix-Ps™ technologies, both of which the Directors
believe have multiple applications and which benefit from faster routes to
market with shorter and/or less extensive regulatory hurdles. Over the longer
term, the Company will develop its MediBiotix™, CleanBiotix™ and
PharmaBiotix™ technologies, which the Directors believe have the potential
to service substantial addressable markets but which are deemed to have longer
and/or more expensive regulatory pathways to commercialisation.
The Directors are pleased with the progress of SkinBiotix, its skin product
designed to enhance the skin's natural barrier for cosmetic applications, in
particular the anti-aging segment. The Company has partnered with Sederma, a
subsidiary of Croda, the FTSE 100 Company with a large global portfolio of c.
12,000 customers, which has been undertaking scale up and testing of the
product including extensive assessment studies on the application of the
technology. During the assessment, Croda have observed unexpected technical
benefits which show significant potential supplementary applications within
skin care cosmetics and the parties have extended the agreement in order to be
able to undertake additional studies which should complete in Q1 2024, a six
month delay on the expected timings. The proposed route to commercialisation
is through royalties paid to the Company by Croda on the sales of SkinBiotix
as an additive to the cosmetics products and the Company is expecting to enter
into a commercialisation agreement with Croda following completion of the
additional trials. The Directors therefore believe that the Company is well
placed to generate royalty revenues from SkinBiotix in 2024.
The Directors are pleased to report progress with AxisBiotix, targeting
Psoriasis. The key objective of AxisBiotix is to use bacteria to modulate the
immune system and enhance the gut barrier, targeting the relationship between
the gut and skin and its role in skin conditions. Using its proprietary blend
of probiotics, it is designed to slow down production of new skin cells. In
February 2021, the Company completed a home-based patient study. Of
participants that enrolled onto the study, 177 identified themselves as
suffering from mild to moderate psoriasis. Of these, 142 commenced the study
and completed the day 7 questionnaire with 91 reporting for the entire 56 day
study period.
Users of the product suffering from Psoriasis reported significantly less
itchy, less red and less irritable skin with fewer flaky patches. Having
launched initially in the UK and USA, the Company has launched the product in
a further three European countries; Spain, Italy and France.
AxisBiotix is currently marketed as a food supplement, taken daily as a single
sachet dissolved in water. Further routes to market are expected through B2B
and B2C channels, and the Company is currently exploring additional
applications within the treatment of Acne, Contact dermatitis, Dandruff,
Rosacea and overall skin health.
In October 2023, the Company announced that it intended to commence new
consumer study into acne with two new formulas to be trialled to compare
efficacy against the most common skin condition. The study will take place
in the UK and involved 300 participants who have acne-prone skin. The
products will be mailed to participants who are expected to record their
experience of using the product in a weekly questionnaire over eight weeks,
over which they are expected to take the product daily. A follow-up
questionnaire will be provided one month after the participants stop taking
their allocated product.
The study will be conducted in partnership with Winclove Probiotics and is
expected to be completed commence by the end of 2023, with results in Q1 2024.
M&A Strategy
In addition to the organic growth opportunities detailed above, the Board is
also seeking to grow the business through selected acquisitions, adopting a
buy-and-build strategy to seek to create a specialist dermatology group
targeting approximately £50m in annualised revenues and £6m in EBITDA within
18 months. The Company has identified an initial pipeline of businesses within
the dermatology sector and is in discussions with selected potential targets.
The M&A strategy is intended to be conducted in two phases; with the first
phase being to acquire smaller business generating revenues of between £1m
and £4m, followed by a second phase of acquiring larger entities generating
revenues of more than £5m. Acquisition criteria include companies that not
only bring earnings accretion and scale, but also enhance the Company's
R&D, manufacturing, sales and marketing channels, IP and commercial
capabilities.
No funding from the Fundraising will be used for implementing the M&A
strategy and the Company believes that approximately £20m of external funding
would be required to implement its two-phase acquisition strategy. The Company
is looking at a number of potential funding options for the M&A strategy
including debt (including convertible debt) and equity instruments. No final
terms have been agreed and there is no certainty that terms will be agreed and
funding provided on suitable terms, or at all, to implement the strategy.
3. USE OF PROCEEDS
The net proceeds of the Placing are expected to be a minimum of c. £2.7
million. Any funds raised in the Retail Offer of up to £0.25 million (before
expenses) will be in addition to this amount. The proceeds of the Fundraising
will enable the Company to advance its oral and inflammation programmes,
continue roll-out of its Axis-PS, fund its study and subsequent
commercialisation of acne treatment, as well as general working capital. The
Fundraising will also strengthen the Company's balance sheet to assist with
negotiations on potential acquisition targets.
The net proceeds of the Fundraising are expected to be applied as follows:
R&D Approximate amount
Oral study £300k
Acne Study & launch £50k
Inflammation Study £100k
General R&D £100k
Consumables £100k
Working capital Approximate amount
Staff £1,300k
Intellectual property £200k
European rollout of AxisBiotix £50k
Marketing £200k
General expenditure 50k
PLC costs £300k
The balance of any net proceeds shall be used for additional working capital.
The Company will not utilise any monies raise from investors claiming VCT or
EIS relief in relation to their Placing Shares for acquisitions.
The net proceeds of the Placing will be sufficient on the Company's current
business plan to fund the business for at least the next 12 months.
4. CURRENT TRADING
As stated in the Company's trading update released on 25 October 2023, trading
for the full financial year to June 2023 remains in line with market
expectations. Cash at year end was £1.3m, ahead of expectations of £1.1m,
and the Company continues to control its costs.
Since the year end, the Company has continued to roll out AxisBiotix-Ps with
approval in France and Italy to add to the previously announced launch in
Spain. The Company also continues to progress the development of the Acne
product with launch of a consumer study.
As previously noted, the Company's partner, Croda is looking to undertake
additional studies on SkinBiotix™ based on the discovery of significant
additional bacterial activity. The studies are expected to commence in Q4
2023 with results in Q1 2024.
The Company continues to actively monitor potential accretive M&A targets
and has been encouraged by its initial engagement with a number of potential
targets. The Board hopes to be able to complete at least one accretive
transformational acquisition in the near term, subject to being able to obtain
funding on appropriate terms.
There has been no material change in trading or financial position since this
trading update was announced.
5. THE PLACING
The Company is proposing to raise a minimum of £3.0 million before expenses
by the issue of the Placing Shares at 19 pence per new Ordinary Share to
certain Shareholders and new investors. The Placing Shares represent 9.5 per
cent. of the existing issued share capital of the Company and will, when
issued, rank pari passu with the existing Ordinary Shares in the Company.
Institutional and other investors have conditionally agreed to subscribe for
the Placing Shares at the Issue Price. The Placing has not been underwritten.
The New Ordinary Shares will be issued, conditional, inter alia, on Admission
and will utilise the Company's existing authorities to issue up to 17,313,885
ordinary shares on a non-preemptive basis granted at the General Meeting on 30
January 2023.
The Placing is conditional, inter alia, on:
· the Placing Agreement becoming unconditional in all relevant
respects and not having been terminated in accordance with its terms prior to
Admission; and
· Admission becoming effective by no later than 8.00 a.m. on 22
November 2023 or such other date (being not later than 8.00 a.m. on 15
December 2023) as Cavendish and the Company may agree.
The Directors believe that the New Ordinary Shares to be issued pursuant to
the Placing will meet the requirements of section 173 ITA for the purposes of
the EIS and the Company is a Qualifying Holding and the New Ordinary Shares
are eligible shares for the purposes of investment by VCTs. The Company does
not propose for the Retail Offer Shares to be treated as VCT/EIS qualifying.
Under the terms of the Placing Agreement, Cavendish has conditionally agreed
to use its reasonable endeavours to procure subscribers for the Placing Shares
at the Issue Price. The Placing Agreement contains certain warranties and
indemnities from the Company in favour of Cavendish and Cavendish may
terminate the Placing Agreement in certain customary circumstances.
6. 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 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/J1YRR7/authorised-intermediaries
(https://www.bookbuild.live/deals/J1YRR7/%7b%7b%20authorisedBrokersUrl%20%7d%7d)
. 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 17 November 2023. The Retail Offer is expected to close
at 4:30pm on 20 November 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 Offer 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 Offer 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 Offer
Shares will not exceed £250,000.00 (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.
Conditional on Admission taking effect, up to 1,315,789 Retail Offer Shares
will be issued pursuant to the Retail Offer at the Issue Price to raise
proceeds of up to £0.25 million (before expenses). The Retail Offer Shares,
when issued and fully paid, will rank pari passu in all respects with the
Existing Ordinary Shares (including the Placing Shares).
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.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the launch of the Placing 4.30 p.m. on 16 November 2023
Announcement of the results of the Placing 7.00 a.m. on 17 November 2023
Admission effective and commencement of dealings in the New Ordinary Shares on 8.00 a.m. on 22 November 2023
AIM
CREST members' accounts credited in respect of New Ordinary Shares in 22 November 2023
uncertificated form
Despatch of definitive share certificates for New Ordinary Shares in Within 10 Business Days of Admission
certificated form
Announcement of the results of the Retail Offer 21 November 2023
If any of the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means of an
announcement through a Regulatory Information Service.
All references to time and dates in this document are to time and dates in
London.
KEY STATISTICS
Number of Existing Ordinary Shares 173,138,854
Minimum number of Placing Shares 15,908,298
Maximum number of Retail Offer Shares 1,315,789
Issue Price 19 pence
Percentage of the Enlarged Share Capital represented by the New Ordinary 9.0 per cent.
Shares*
Minimum gross proceeds of the Placing £3.0 million
Maximum gross proceeds of the Retail Offer £0.25 million
Estimated net proceeds of the Fundraising* Up to £3.0 million
Estimated enlarged Share Capital immediately following the Fundraising* 190,362,941
*Assuming full take up under the Retail Offer and minimum number of Placing
Shares are issued. A further announcement will be issued in due course
confirming the final number of shares to be issued on Admission.
DEFINITIONS
The following definitions apply throughout this document unless the context
otherwise requires:
"Act" the Companies Act 2006 (as amended);
"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules for Companies" the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange;
"Admission" the admission of the New Ordinary Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules
"Board" or "Directors" the directors of the Company as at the date of this document, whose names are
set out on page 3 of this document;
"Business Day" any day (excluding Saturdays and Sundays) on which banks are open in London
for normal banking business and the London Stock Exchange is open for trading;
"Cavendish" means Cavendish Securities plc, a company incorporated in England and Wales
with company number 05210733, authorised and regulated by the Financial
Conduct Authority.
"certificated" or "in certificated form" where an Ordinary Share is not in uncertificated form (i.e. not in CREST);
"Chairman" the chairman of the Board;
"Company" or "SkinBio" SkinBioTherapeutics plc, a company registered in England and Wales with
registered number 09632164;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK & Ireland Limited in
accordance with the CREST Regulations;
"CREST Manual" the CREST Manual referred to in agreements entered into by Euroclear and
available at www.euroclear.com;
"CREST member" a person who has been admitted to CREST as a system-member (as defined in the
CREST Regulations);
"CREST participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations);
"CREST participant ID" shall have the meaning given in the CREST Manual;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force;
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a CREST sponsored member;
"Enlarged Share Capital" the entire issued share capital of the Company on Admission;
"Euroclear" Euroclear UK & International Limited;
"Existing Ordinary Shares" the 173,138,854 Ordinary Shares in issue at the date of this document;
"FCA" the Financial Conduct Authority of the United Kingdom;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraising" the Placing and the Retail Offer;
"Group" the Company and its subsidiaries (as defined in the Act);
"Intermediaries" broker or wealth manager to an eligible retail Shareholder in the Retail Offer
and "Intermediary" shall mean any one of them;
"Issue Price" 19 pence per New Ordinary Share;
"ITA" UK Income Tax Act 2007;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the Placing Shares and/or the Retail Offer Shares (as the context permits);
"Official List" the Official List of the FCA;
"Ordinary Shares" the ordinary shares of 1 penny each in the capital of the Company in issue
from time to time;
"Placees" subscribers for the Placing Shares;
"Placing Agreement" the conditional placing agreement entered into between the Company and
Cavendish in respect of the Placing, dated 16 November 2023, as described in
this document;
"Placing" the proposed placing by Cavendish (as agent for the Company) of the Placing
Shares with certain institutional investors and existing Shareholders,
otherwise than on a pre-emptive basis, at the Issue Price on the terms of the
Placing Agreement;
"Placing Shares" the new Ordinary Shares to be issued pursuant to the Placing;
"Prospectus Regulation" the prospectus regulation rules of the FCA made under section 73A of FSMA;
"Prospectus Rules" the rules made by the FCA under Part VI of FSMA in relation to offers of
transferable securities to the public and admission of transferable securities
to trading on a regulated market;
"Registrar" Share Registrars Limited, the Company's registrar;
"Regulatory Information Service" has the meaning given to it in the AIM Rules;
"Retail Offer" means the retail offer to be made by the Company on the day of the Placing
Announcement via the Bookbuild Platform to retail investors situated in the
United Kingdom to subscribe for Retail Offer Shares at the Issue Price
"Retail Offer Shares" the up to 1,315,789 New Ordinary Shares to be issued pursuant to the Retail
Offer;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" the holders of Existing Ordinary Shares, and the term "Shareholder" shall be
construed accordingly;
"uncertificated" or "uncertificated form" means recorded on the relevant register or other record of the share or other
security concerned as being held in uncertificated form in CREST, and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"£" or "Pounds" UK pounds sterling, being the lawful currency of the United Kingdom.
IMPORTANT INFORMATION
Cavendish Securities Plc ("Cavendish"), which is authorised and regulated by
the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as
nominated adviser and as sole bookrunner and sole broker in connection with
the Placing.
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 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 Placing 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,
the Republic of South Africa or Japan and, subject to certain exceptions, 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
United States Securities Act of 1933) or to any national, resident or citizen
of Canada, Australia, the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the offering of the
Placing 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 the
United States, Canada, Australia, the Republic of South Africa, Japan or any
other jurisdiction where the extension or availability of the Placing would
breach any applicable law (together the "Restricted Jurisdictions" and each
being a "Restricted Jurisdiction"). Shareholders with registered addresses, or
who are citizens or residents of, or incorporated in, countries outside of the
United Kingdom 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 Company and its subsidiary
undertakings 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 for Companies governing the admission to
and operation of AIM published by the London Stock Exchange as amended from
time to time (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 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.
The Placing Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange.
The Appendix 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) 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
the Appendix.
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.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1)
IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF
IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS
RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") ("UK
QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or indirectly, in or
into the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. No public offering of the Placing Shares is being made in the United
States. The Placing is being made solely outside the United States to persons
in offshore transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S. Persons receiving
this Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in connection
with the Placing.
This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
Restricted Jurisdiction. This announcement and the information contained
herein are not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Cavendish Securities Plc, or Cavendish
Affiliates or Skinbio Affiliates (as defined below) that would permit an offer
of the Placing Shares or possession or distribution of this Announcement or
any other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe any such
restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation and the EU Prospectus Regulation from the
requirement to produce a prospectus. The Placing Shares have not been approved
or disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan, or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the existing
ordinary shares in the capital of the Company have been bought or sold in the
past cannot be relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
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.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares is deemed
to have read and understood this Announcement in its entirety (including this
Appendix) and to be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the placing agreement with Cavendish
Securities Plc ("Cavendish") (the Company's Nominated Adviser and sole broker
and bookrunner in connection with the Placing) (the "Placing Agreement").
Pursuant to the Placing Agreement, Cavendish has, subject to the terms and
conditions set out therein, agreed to use reasonable endeavours, as agent of
the Company, to procure subscribers for the Placing Shares pursuant to the
bookbuilding process described in this Announcement and as set out in the
Placing Agreement ("Bookbuilding Process").
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of
association of the Company (the "Articles"), be credited as fully paid and
rank pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company then in issue, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the ordinary shares of the Company after Admission.
The Placing Shares will be issued free of any encumbrance, lien or other
security interest.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to AIM. Subject to the satisfaction or waiver of the conditions
of the Placing Agreement ("Conditions"), it is expected that Admission will
take place and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 22 November 2023.
Bookbuilding Process
Commencing today, Cavendish will be conducting the Bookbuilding Process to
determine demand for participation in the Placing by Placees. This
Announcement gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. However, Cavendish will be entitled to
effect the Placing by such alternative method to the Bookbuilding Process as
it may, after consultation with the Company, determine. No commissions will be
paid by or to Placees in respect of any participation in the Placing or
subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by Cavendish.
Cavendish and Cavendish Affiliates are entitled to participate as Placees in
the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than 7.00 a.m. on 17 November 2023, but may be closed at
such earlier or later time as Cavendish may, in its absolute discretion (after
consultation with the Company), determine. The announcement containing the
results of the accelerated bookbuild will be released following the close of
the Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix 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 close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at Cavendish. Each
bid should either state the number of Placing Shares which the prospective
Placee wishes to subscribe for or a fixed monetary amount at, in either case,
the Issue Price. If successful, Cavendish will re-contact and confirm orally
to Placees following the close of the Bookbuilding Process the size of their
respective allocations and a trade confirmation will be despatched as soon as
possible thereafter. Cavendish's oral confirmation of the size of allocations
and each Placee's oral commitments to accept the same will constitute an
irrevocable legally binding agreement in favour of the Company and
Cavendish pursuant to which each such Placee will be required to accept the
number of Placing Shares allocated to the Placee at the Issue Price on the
terms and subject to the conditions set out herein and in accordance with the
Articles. Each Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee by Cavendish. The terms of this Appendix
will be deemed incorporated in that trade confirmation.
Cavendish reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event that the Placing is
oversubscribed. Cavendish also reserves the right not to accept offers to
subscribe for Placing Shares or to accept such offers in part rather than in
whole. The acceptance and, if applicable, scaling back of offers shall be at
the absolute discretion of Cavendish and the Company.
Each Placee's obligations will be owed to the Company and to Cavendish.
Following the oral confirmation referred to above, each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to the
Company and Cavendish, as agent of the Company, to pay to (or as Cavendish may
direct) in cleared funds an amount equal to the product of the Issue Price
and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of Cavendish, any holding
company of Cavendish, any subsidiary of Cavendish, any subsidiary of any such
holding company, any branch, affiliate or associated undertaking of any such
company nor any of their respective directors, officers and employees (each an
"Cavendish Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of Cavendish, any Cavendish
Affiliate nor any person acting on their behalf shall have any liability
(including, to the extent legally permissible, any fiduciary duties), in
respect of its conduct of the Bookbuilding Process or of such alternative
method of effecting the Placing as Cavendish may determine.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of the UK Prospectus Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"),
(b) investors who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II") (the "UK Target Market
Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive
EU 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment" and, together with the UK Target Market
Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions to
the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessments, Cavendish will only procure investors who meet the criteria of
professional clients or eligible counterparties.
For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of COBS
(for the purposes of the UK Target Market Assessment) or MiFID II (for the
purposes of the EU Target Market Assessment); or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons who are invited to and who choose to participate in the Placing, by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety and to be
making such offer to acquire Placing Shares on the terms and conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by Cavendish.
All obligations of Cavendish under the Placing will be subject to fulfilment
of the conditions referred to in this Announcement including without
limitation those referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Cavendish under the Placing Agreement are conditional,
amongst other things, on:
1. the placing results announcement being
released at the relevant time;
2. the warranties on the part of the Company
contained in the Placing Agreement being true and accurate and not misleading
on and as of the date of the Placing Agreement, and at all times during the
period up to and including Admission;
3. the performance by the Company in all
material respects of its obligations under the Placing Agreement to the extent
that they fall to be performed prior to Admission;
4. there not occurring, in the opinion of
Cavendish (acting in good faith), a material adverse change, or any
development reasonably likely to involve a prospective material adverse
change, in the condition (financial, operational, legal or otherwise) or the
earnings, business affairs or business prospects of the Company or the Group
which is material in the context of the Group taken as a whole, whether or not
arising in the ordinary course of business and whether or not foreseeable at
the date of this Agreement, since the date of the Placing Agreement;
5. Admission occurring not later than 8.00 a.m.
on or around 22 November 2023 or such later time and/or date as Cavendish may
agree in writing with the Company (but in any event no later than 8.00 a.m. on
15 December 2023).
If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Cavendish), or (b) the Placing
Agreement is terminated in the circumstances specified below, the Placing will
lapse and each Placee's rights and obligations hereunder shall cease and
determine at such time and no claim may be made by a Placee in respect
thereof. None of Cavendish, the Company, any Cavendish Affiliate, nor any
holding company of the Company, any subsidiary of the Company, any subsidiary
of any such holding company, any branch, affiliate or associated undertaking
of any such company nor any of their respective directors, officers and
employees (each a "Skinbio Affiliate") shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition in the Placing
Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that Cavendish's rights
and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".
Right to terminate under the Placing Agreement
Cavendish may, at any time before Admission and in its absolute discretion,
terminate the Placing Agreement with immediate effect if, amongst other
things:
1. any statement contained in the Placing
Documents is, or has become, or has been discovered to be untrue, incorrect or
misleading or that there has been a material omission therefrom;
2. any of the warranties, was, when given, or
becomes, untrue, inaccurate or misleading;
3. the Company has failed to or is unable to
comply with any of its obligations under the Placing Agreement;
4. trading in the Company's shares on AIM is
suspended or cancelled;
5. the appointment of Cavendish as agent of the
Company is terminated for whatever reason;
6. the Company or any of its directors becomes
subject to an investigation by the AIM Regulation team of London Stock
Exchange
7. in the opinion of Cavendish (acting in good
faith), there has been a material adverse change or any development reasonably
likely to involve a prospective material adverse change (including, but not
limited to, the deterioration of the health of any key member of management of
the Company), in the condition (financial, operational, legal or otherwise) or
the earnings, business affairs or business prospects of the Company or the
Group which is material in the context of the Group as a whole taken as a
whole, whether or not arising in the ordinary course of business and whether
or not foreseeable at the date of Placing Agreement, since the date of the
Placing Agreement; and
8. in the opinion of Cavendish (acting in good
faith), there has been, (i) any change, or development involving a prospective
change, in national or international, military, diplomatic, monetary,
economic, political, financial, industrial or market conditions or exchange
rates or exchange controls, or any incident of terrorism or outbreak or
escalation of hostilities or any declaration by the UK or the US of a national
emergency or war or any other calamity or crisis whether or not foreseeable at
the date of this Agreement, (ii) a suspension of trading in securities
generally on the London Stock Exchange or New York Stock Exchange or trading
is limited or minimum prices established on any such exchange; (iii) a
declaration of a banking moratorium in London or by the US federal or New York
State authorities or any material disruption to commercial banking or
securities settlement or clearance services in the US or the UK, which would
or would be likely to prejudice materially the Company or the Placing, or make
the success of the Placing doubtful or makes it impracticable or inadvisable
to proceed with the Placing, or render the creation of a market in the
ordinary share capital of the Company temporarily or permanently
impracticable, then Cavendish may, in its absolute discretion, by notice in
writing to the Company (or by orally communicating the same to any director of
the Company), terminate this Agreement with immediate effect.
By participating in the Placing, each Placee agrees with Cavendish 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 Cavendish need not make any reference to the Placees in this regard and
that, to the fullest extent permitted by law, neither the Company, Cavendish,
any Cavendish Affiliate nor any Skinbio Affiliate shall have any liability
whatsoever to the Placees in connection with any such exercise or failure to
so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared in relation to
the Placing and no such prospectus is required (in accordance with the EU
Prospectus Regulation or the UK Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will be made
solely on the basis of the information contained in this Announcement. In the
United Kingdom, this Announcement is being directed solely at and distributed
and communicated solely to persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not apply.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to Cavendish and the Company that it has neither received nor
relied on any information, representation, warranty or statement made by or on
behalf of Cavendish (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the trade
confirmation referred to below), any Cavendish Affiliate, any persons acting
on its or their behalf or the Company or any Cavendish Affiliate and none of
Cavendish, any Cavendish Affiliate, any persons acting on their behalf, the
Company, any Skinbio Affiliate nor any persons acting on their behalf will be
liable for the decision of any Placee to participate in the Placing based on
any other information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges to
and agrees with Cavendish for itself and as agent for the Company that,
except in relation to the information contained in this Announcement, it has
relied on its own investigation of the business, financial or other position
of the Company in deciding whether to participate in the Placing. Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the DVP mechanism, subject to certain
exceptions. Cavendish reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as Cavendish may
deem necessary, including, without limitation, if delivery or settlement is
not possible or practicable within the CREST system within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Admission
Trade Date 20 November 2023
Settlement Date 22 November 2023
ISIN Code GB00BF33H870
SEDOL BF33H87
CREST ID for Cavendish 601/KLCLT
Each Placee allocated Placing Shares in the Placing will be sent either a
contract note or a trade confirmation stating the number of Placing Shares
allocated to it, the Issue Price, the aggregate amount owed by such Placee to
Cavendish and settlement instructions. Placees should settle against the
Cavendish CREST ID shown above. It is expected that such trade confirmation
will be despatched on the expected trade date shown above. Each Placee agrees
that it will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or certificated
settlement instructions which it has in place with Cavendish.
It is expected that settlement will take place on the Settlement Date shown
above on a DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by Cavendish.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
the base rate of Barclays Bank Plc 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
the Placee on such Placee's behalf and retain from the proceeds, for
Cavendish's own account and profit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The Placee will, however, remain
liable for any shortfall below the aggregate amount owed by such Placee and it
may be required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither Cavendish nor the Company shall be responsible
for the payment thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, warranties and terms
By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) represents, warrants,
undertakes, acknowledges, understands and agrees (for itself and for any such
prospective Placee) in favour of Cavendish and the Company that (save where
Cavendish expressly agrees in writing to the contrary):
1. it has read and understood this Announcement
in its entirety (including this Appendix) and acknowledges that its
participation in the Placing and the issue of the Placing Shares will be
governed by the terms of this Announcement (including this Appendix);
2. no prospectus or offering document 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 Bookbuilding Process, the Placing or the Placing Shares or is required
under the EU Prospectus Regulation or the UK Prospectus Regulation;
3. to indemnify on an after-tax basis and hold
harmless each of the Company, Cavendish, Cavendish Affiliates and Skinbio
Affiliates and any person acting on their behalf from any and all costs,
losses, 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;
4. the Placing Shares will be admitted to AIM
and the Company is therefore required to publish and has published certain
business and financial information in accordance with the AIM Rules and the
UK version of the Market Abuse Regulation (EU 596/2014) which forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and
other applicable laws and regulations (the "Exchange Information"), which
includes the Company's announcements and circulars published in the past 12
months, and that the Placee is able to obtain or access this Exchange
Information without undue difficulty and is aware of and has reviewed the
contents of the Exchange Information;
5. none of Cavendish, any Cavendish Affiliate or
any person acting on their behalf has provided, and will not provide, it with
any material or information regarding the Placing Shares or the Company; nor
has it requested any of Cavendish, nor any Cavendish Affiliate nor any person
acting on their behalf to provide it with any such material or information;
6. (i) none of Cavendish or any Cavendish
Affiliate or any person acting on behalf of any of them 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 a
client of Cavendish and that Cavendish does not have any duties or
responsibilities to it (or any person acting on behalf of a Placee) for
providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings, agreements or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right, and (ii) neither it nor, as the case may be, its
clients expect Cavendish to have any duties or responsibilities to it similar
or comparable to the duties of "best execution" and "suitability" imposed by
the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules
and Guidance, and that Cavendish is not acting for it or its clients, and that
Cavendish will not be responsible to any person other than the Company for
providing protections afforded to its clients;
7. the content of this Announcement is
exclusively the responsibility of the Company and that none of Cavendish, nor
any Cavendish Affiliate nor any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in this
Announcement or any information previously published by or on behalf of the
Company. None of Cavendish, nor any Cavendish Affiliate nor any person acting
on their behalf will 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 to subscribe for 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 relied on its own investigation with respect to the Placing Shares
and the Company in connection with its decision to subscribe for the Placing
Shares and acknowledges that it is not relying on any other information
whatsoever and in particular it is not relying on any investigation that
Cavendish, any Cavendish Affiliate or any person acting on their behalf may
have conducted with respect to the Placing Shares or the Company and none of
such persons has made any representations to it, express or implied, with
respect thereto;
8. it has knowledge and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of this nature
and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain, a complete loss in connection with
the Placing. It has had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing Shares,
including all tax, legal and other economic considerations and has relied upon
its own examination of, and due diligence on, the Company, and the terms of
the Placing, including the merits and risks involved;
9. unless paragraph 10 applies, it has neither
received nor relied on any inside information for the purposes of UK MAR and
section 56 of the Criminal Justice Act 1993 (the "CJA") in relation to the
Company or its participation in the Placing;
10. if it has received any inside information (for
the purpose of UK MAR and section 56 of the CJA) in relation to the Company
and its securities in advance of the Placing, it has consented to receive
inside information for the purposes of UK MAR and the CJA and it acknowledges
that it was an insider or a person who has received a market sounding for the
purpose of such legislation and it confirms that it has not: (a) dealt (or
attempted to deal) in the securities of the Company (or cancelled or amended
an order in relation thereto); (b) encouraged, recommended or induced another
person to deal in the securities of the Company (or to cancel or amend an
order in relation thereto); and (c) unlawfully disclosed inside information to
any person, in each case, prior to the information being made publicly
available;
11. it is not entitled to rely on any information
(including, without limitation, any information contained in any management
presentation given in relation to the Placing) other than that contained in
this Announcement (including this Appendix) and any Exchange Information and
represents and warrants that it has not relied on any representations relating
to the Placing, the Placing Shares or the Company other than the information
contained in this Announcement or in any Exchange Information;
12. it has not relied on any information relating to
the Company contained in any research reports prepared by Cavendish or any
Cavendish Affiliate or any person acting on their behalf and understands that
(i) none of Cavendish, nor any Cavendish Affiliate nor any person acting on
their behalf has or shall have any liability for any public information
relating to the Company; (ii) none of Cavendish, nor any Cavendish Affiliate,
nor any person acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement or
otherwise; and that (iii) none of Cavendish, nor any Cavendish Affiliate, nor
any person acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this Announcement
or otherwise;
13. (i) it is entitled to acquire the Placing Shares
for which it is subscribing under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such laws and
regulations and obtained all such governmental and other guarantees and other
consents and authorities (including, without limitation, in the case of a
person acting on behalf of a Placee, all necessary consents and authorities to
agree to the terms set out or referred to in this Appendix) which may be
required or necessary in connection with its subscription for Placing Shares
and its participation in the Placing and has complied with all other necessary
formalities in connection therewith; (iii) it has all necessary capacity and
authority to commit to participation in the Placing and to perform its
obligations in relation thereto and will honour such obligations; (iv) it has
paid any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the Placing in any
territory; and (v) it has not taken any action which will or may result in the
Company, Cavendish or any Cavendish Affiliate or Skinbio Affiliate or any
person acting on their behalf being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing;
14. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
15. it understands that the Placing Shares have not
been and will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United States and
are not being offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act;
16. its acquisition of the Placing Shares has been
or will be made in an "offshore transaction" as defined in and pursuant to
Regulation S;
17. it will not offer or sell, directly or
indirectly, any of the Placing Shares in the United States except in
accordance with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act;
18. if it is a financial intermediary, as that term
is used in Article 5(1) of the UK Prospectus Regulation: (a) any Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in
the United Kingdom or to which the UK Prospectus Regulation otherwise applies
other than UK Qualified Investors or in circumstances in which the prior
consent of Cavendish has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the United
Kingdom other than UK Qualified Investors, the offer of those Placing Shares
to it is not treated under the UK Prospectus Regulation as having been made to
such persons;
19. if it is a financial intermediary, as that term
is used in Article 5(1) of the EU Prospectus Regulation: (i) the Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in
any member state of the EEA or to which the EU Prospectus Regulation otherwise
applies other than EU Qualified Investors or in circumstances in which the
prior consent of Cavendish has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than EU Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation as
having been made to such persons;
20. it has not offered or sold and will not offer or
sell any Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4) of the EU
Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation which do
not result in any requirement for the publication of a prospectus pursuant to
Article 3 of the EU Prospectus Regulation or Article 3 of the UK Prospectus
Regulation;
21. 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 it is permitted to do so pursuant to section 21 of FSMA and agrees that
this Announcement has not been approved by Cavendish in its capacity as an
authorised person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or approved as
financial promotion by an authorised person;
22. it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United Kingdom;
23. it has complied with its obligations: (i) under
the CJA and UK MAR; (ii) in connection with the laws of all relevant
jurisdictions which apply to it and it has complied, and will fully comply,
with all such laws (including where applicable, the Criminal Justice Act 1988,
the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017) and that it is
not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury; (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 ((i), (ii), (a)
and (b), together, the "Regulations") and rules and guidance on anti-money
laundering produced by the Financial Conduct Authority ("FCA") and, if it is
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 it is permitted to subscribe for Placing
Shares in accordance with the laws of all relevant jurisdictions which apply
to it and it has complied, and will fully comply, with all such laws
(including where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Terrorism Act 2006, the Counter-Terrorism Act 2008, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017);
24. if in the United Kingdom, (a) it is a person
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High
Net Worth Companies, Unincorporated Associations etc.") of the FPO and (c) it
is a UK Qualified Investor and (d) it is a person to whom this Announcement
may otherwise lawfully be communicated;
25. if it is within a Relevant State, it is an EU
Qualified Investor;
26. its participation in the Placing would not give
rise to an offer being required to be made by it or any person with whom it is
acting in concert pursuant to Rule 9 of the City Code on Takeovers and
Mergers;
27. it (and any person acting on its behalf) has the
funds to pay for the Placing Shares for which it has agreed to subscribe and
it will pay for the Placing Shares acquired by it in accordance with this
Announcement and with any trade confirmation sent by Cavendish (or on its
behalf) to it in respect of its allocation of Placing Shares and its
participation in the Placing on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as Cavendish may, in its
absolute discretion, determine and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
28. none of Cavendish, nor any Cavendish Affiliate
nor any person acting on their behalf is making any recommendations to it or
advising it regarding the suitability or merits of any transaction it may
enter into in connection with the Placing, and acknowledges that none of
Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf
has any duties or responsibilities to it for providing advice in relation to
the Placing or in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise or
performance of any of Cavendish's rights and obligations thereunder, including
any right to waive or vary any condition or exercise any termination right
contained therein;
29. (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee or (b) the
Placee's nominee, as the case may be, (ii) 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 and (iii) the Placee and
any person acting on its behalf agrees to acquire the Placing Shares on the
basis that the Placing Shares will be allotted to the CREST stock account of
Cavendish which will hold them as settlement agent as nominee for the Placee
until settlement in accordance with its standing settlement instructions with
payment for the Placing Shares being made simultaneously upon receipt of the
Placing Shares in the Placee's stock account on a delivery versus payment
basis;
30. any agreements entered into by it pursuant to
these terms and conditions, and any non-contractual obligations arising out of
or in connection with such agreements, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the courts of England and Wales as regards any
claim, dispute or matter arising out of any such contract;
31. it irrevocably appoints any director of
Cavendish as its agent for the purposes of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing;
32. it is not a resident of any Restricted
Jurisdiction and acknowledges that the Placing Shares have not been and will
not be registered nor will a prospectus be cleared in respect of the Placing
Shares under the securities legislation of any Restricted Jurisdiction and,
subject to certain exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any Restricted
Jurisdiction;
33. any person who confirms to Cavendish on behalf
of a Placee an agreement to subscribe for Placing Shares and/or who authorises
Cavendish to notify the Placee's name to the Company's registrar, has
authority to do so on behalf of the Placee;
34. the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person for whom it
is contracting as agent) free of stamp duty and stamp duty reserve tax depends
on the settlement relating only to an acquisition by it and/or such person
direct from the Company of the Placing Shares in question. Such agreement
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such arrangements, or the
settlement related to other 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. If this is the case, the Placee should take its own
advice and notify Cavendish accordingly;
35. the allocation, allotment, issue and delivery to
it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax liability
under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depository receipts and clearance services) and that it is
not participating in the Placing as nominee or agent for any person or persons
to whom the allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
36. when a Placee or any 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 relevant
rules and regulations of the FCA. 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 in accordance with the client
money rules and will be used by Cavendish in the course of its business; and
the Placee will rank only as a general creditor of Cavendish (as the case may
be);
37. in order to ensure compliance with the Criminal
Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism
Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017,
and, to the extent applicable, any related or similar rules, regulations of
any body having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA, Cavendish (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to Cavendish or
the Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at Cavendish's
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Cavendish's or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity Cavendish (for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, Cavendish and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
38. the Company, Cavendish, and others will rely
upon the truth and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements;
39. the basis of allocation will be determined by
Cavendish and the Company at their absolute discretion and that the right is
reserved to reject in whole or in part and/or scale back any participation in
the Placing;
40. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
41. irrevocably authorises the Company and Cavendish
to produce this Announcement pursuant to, in connection with, or a may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
42. its commitment to subscribe for Placing Shares
on the terms set out herein 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;
43. time is of the essence as regards its
obligations under this Appendix;
44. any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to Cavendish;
45. it will be bound by the terms of the Articles;
46. these terms and conditions in this Appendix and
all documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares pursuant to
the Placing will be governed by and construed in accordance with the laws of
England and Wales and it submits to the exclusive jurisdiction of the courts
of England and Wales in relation to any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or 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;
47. it is acting as principal only in respect of the
Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and it has full
power and authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf of each
such accounts; and
48. its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it in any
circumstances.
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and Cavendish (for their
own benefit and, where relevant, the benefit of any Cavendish Affiliate or
Skinbio Affiliate and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Cavendish, any Cavendish
Affiliate, any Skinbio Affiliate, or any other person acting on behalf of any
of such persons by a Placee to recover any damage, cost, loss, charge or
expense which it may suffer or incur by reason of or arising from or in
connection with the performance of its obligations hereunder or otherwise
howsoever in connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, 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 stamp duty or stamp duty reserve tax undertakes to pay such
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Cavendish in the event
that any of the Company or any Skinbio Affiliate or Cavendish or any
Cavendish Affiliate has incurred any such liability to stamp duty or stamp
duty reserve tax.
In addition, Placees should note that they will be liable for any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any
other person on the acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares.
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 such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
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.
Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting for the Company and for no one else in connection with the Placing
and will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or Admission and will not
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