REG - Solvonis Therapeutic - Proposed equity fundraising via ABB
15/05/2025 17:00
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RNS Number : 9011I Solvonis Therapeutics PLC 15 May 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR
FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES" OR THE
"US")), AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS FOR INFORMATION PURPOSES ONLY
AND IS NOT AN OFFER, SOLICITATION OR SALE OF SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF ENGLISH LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION (AS
PERMITTED BY UK MAR) PRIOR TO THE DATE HEREOF. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED
INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH
INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
PLEASE SEE THE IMPORTANT NOTICES IN THE APPENDICES AT THE END OF THIS
ANNOUNCEMENT.
15 May 2025
Solvonis Therapeutics plc
("Solvonis" or the "Company")
Proposed equity fundraising to raise a minimum of approximately £2 million
Further to the Company's announcement on 24 February 2025, Solvonis
Therapeutics plc (LSE: SVNS), an innovative biotechnology company
co-developing therapeutics for mental health disorders, announces its
intention to carry out an equity fundraising to raise a minimum of
approximately £2 million through an issue of new Ordinary Shares (the
"Fundraise Shares") to new and existing institutional and other investors (the
"Fundraise") at a fixed issue price of 0.13 pence per Fundraise Share (the
"Issue Price").
Following the Company's entry into an arrangement agreement (the "Arrangement
Agreement") with Awakn Life Sciences Corp. ("Awakn") on 22 February 2025 and
having now satisfied the key conditions for the proposed acquisition of Awakn
(the "Proposed Acquisition"), the proceeds of the Fundraise, net of expenses
relating to both the Fundraise and the Proposed Acquisition, as well as taking
into account the Company's existing cash resources, will provide the Company
with sufficient working capital for the requirements of the enlarged group,
thereby satisfying one of the remaining conditions under the Arrangement
Agreement.
The Fundraise is being conducted via an accelerated bookbuild process (the
"Bookbuild") to be undertaken by Allenby Capital Limited ("Allenby") and
Singer Capital Markets Securities Limited ("Singer"), the Company's joint
brokers (together, the "Joint Bookrunners" or "Joint Brokers"). The Bookbuild
will be launched immediately following the publication of this announcement.
The final number of Fundraise Shares to be issued will be determined at the
close of the Bookbuild and the result will be announced as soon as practicable
thereafter. The Fundraise is subject to the terms and conditions set out in
Appendix I to this announcement (the "Announcement").
The Fundraise is conditional upon, inter alia: (i) a placing agreement dated
15 May 2025 between the Company, Allenby and Singer (the "Placing Agreement")
not having been terminated and becoming unconditional; (ii) the publication by
the Company of a prospectus (the "Prospectus") approved by the Financial
Conduct Authority (the "FCA"); and (iii) admission of the Fundraise Shares and
the new Ordinary Shares to be issued pursuant to the Arrangement Agreement
(the "Consideration Shares") to trading on the Main Market of the London Stock
Exchange and to the Official List Equity Shares (transition) category of the
FCA ("Admission").
The Fundraise is being undertaken on a reasonable endeavours basis but is not
being underwritten by Allenby, Singer or any other person.
Certain directors of the Company and another person discharging managerial
responsibilities on its behalf intend to participate in the Fundraise but it
is not available to the public generally.
Further details of the Bookbuild and the Proposed Acquisition are provided
below and in the Appendices to this Announcement.
Proposed Acquisition terms
Solvonis is issuing 2,074,378,528 Consideration Shares as consideration for
the Proposed Acquisition. The Proposed Acquisition values Awakn at
approximately £4.98 million (based upon a closing price of 0.24 pence per
Solvonis ordinary share on 13 December 2024, being the business day before the
Company announced that it had entered into a binding letter of agreement with
Awakn regarding the Proposed Acquisition). Solvonis will issue to Awakn
shareholders 46.67 Consideration Shares for every one common share held by or
due to them (the "Exchange Ratio"). Based on the same Exchange Ratio, the
holders of Awakn's common shares, restricted share units (the "RSUs") and
deferred share units (the "DSUs") will receive 46.67 Consideration Shares for
each one common share, DSU and RSU held by them.
It is proposed that all issued and outstanding common share purchase warrants
in Awakn (the "Awakn Warrants") will be exchanged for 703,465,432 warrants
over new Ordinary Shares based upon the Exchange Ratio.
Strategic and commercial significance
The Proposed Acquisition represents a major step for Solvonis and underscores
the Company's strategy to address significant unmet needs in the treatment of
mental health and addiction. The assets being acquired include Awakn's
AWKN-001, AWKN-002 and AWKN-SDN-14 research and development programmes
targeting severe alcohol use disorder ("AUD") and Post-Traumatic Stress
Disorder ("PTSD") respectively.
AWKN-001 and AWKN-002 are two clinical-stage assets targeting AUD, a condition
that the Company estimates affects approximately 40 million individuals across
the U.S. and key European markets, and for which existing treatment options
are deemed inadequate.
AWKN-001 is a Phase 3 novel investigational combination therapy for severe AUD
with targeted regulatory pathways in the UK and EU that may confer up to 10
years of regulatory data and market protection. AWKN-002 is a proprietary
Phase 2b planning sublingual/buccal esketamine formulation under development
for moderate to severe AUD.
Further details of the Proposed Acquisition were announced by Solvonis on 24
February 2025.
Further information on the Fundraise and Bookbuild
The Fundraise and the Bookbuild are subject to the Terms and Conditions set
out in Appendix I to this Announcement.
The Joint Brokers will commence the Bookbuild and the Bookbuild will open
immediately following the release of this Announcement. The timing of the
closing of the Bookbuild and allocations are at the absolute discretion of the
Company and the Joint Brokers. The number of Fundraise Shares to be placed in
the Bookbuild at the Issue Price will be determined following closing of the
Bookbuild. Details of the result of the Bookbuild and the number of Fundraise
Shares to be issued will be announced as soon as practicable after the close
of the Bookbuild.
The Fundraise is conditional upon, among other things, completion of the
Proposed Acquisition, Admission becoming effective, the Prospectus being
published by the Company and the Placing Agreement not being terminated in
accordance with its terms.
The Fundraise Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the Company's then existing ordinary
shares and the Consideration Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
all such shares after the date of issue.
Application will be made for admission of the Fundraise Shares and the
Consideration Shares to trading on the Main Market of the London Stock
Exchange and to listing on the Official List Equity Shares (transition)
category of the FCA. It is expected that Admission will become effective on
or around 27 May 2025.
Persons who choose to participate in the Fundraise, by making an oral,
electronic or written offer to subscribe for Fundraise Shares, will be deemed
to have read and understood this Announcement (including the Appendices) in
its entirety and to be making such offer on the terms and subject to the
conditions herein, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings contained in Appendix I.
Appendix I to this Announcement (which forms part of this Announcement) sets
out further information relating to the Bookbuild and the terms and conditions
of the Fundraise.
Unless otherwise stated, capitalised terms in this Announcement have the
meanings ascribed to them in Appendix II (which forms part of this
Announcement).
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below and the appendices to this Announcement (which form part of this
Announcement) which include the terms and conditions of the Fundraise.
Expected timetable of principal events
Publication of results of the Bookbuild 16 May 2025
Publication of the Prospectus 21 May 2025
Completion of the Proposed Acquisition 27 May 2025
Admission and commencement of dealings in the Fundraise Shares and 27 May 2025
Consideration Shares
The times and dates set out above and mentioned throughout this Announcement
may be adjusted by the Company, in which event the Company will make an
appropriate announcement to a Regulatory Information Service giving details of
any revised times and dates which will also be notified to the London Stock
Exchange and, where appropriate, Shareholders. Shareholders may not receive
any further written communication.
Enquiries:
Solvonis Therapeutics plc anthony@solvonis.com
Anthony Tennyson, CEO & Executive Director
Allenby Capital Limited (Financial Adviser and Joint Broker) +44 (0) 20 3328 5656
Nick Naylor / Nick Athanas / Ashur Joseph (Corporate Finance)
Guy McDougall (Sales & Corporate Broking)
Singer Capital Markets (Joint Broker) +44(0) 20 7496 3000
Phil Davies / Patrick Weaver
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR") AS INCORPORATED INTO UK
DOMESTIC LAW PURSUANT TO 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, PRIOR TO THE DATE HEREOF. 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.
Important Notices
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FUNDRAISE. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
IN APPENDIX I (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e)
OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION"); OR
(2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMENDED, AS IT FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE
"UK PROSPECTUS REGULATION") WHO ARE ALSO: (A) PERSONS WHO FALL WITHIN ARTICLE
19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (B)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"), IN EACH CASE WHO HAVE BEEN INVITED TO PARTICIPATE
IN THE FUNDRAISE BY ALLENBY CAPITAL LIMITED OR SINGER CAPITAL MARKETS
SECURITIES LIMITED (THE "JOINT BOOKRUNNERS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN SOLVONIS THERAPEUTICS PLC.
THE FUNDRAISE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE FUNDRAISE SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER, THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN
OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED
TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN
THE UNITED STATES.
The distribution of this Announcement and/or the Fundraise and/or issue of the
Fundraise Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, the Joint Brokers, the Company's financial
adviser, Allenby Capital Limited (the "Financial Adviser") or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Fundraise Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Fundraise Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company, the Financial Adviser and the Joint Brokers to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Canada, Australia, New Zealand, the Republic of South Africa,
the Republic of Ireland, Singapore, Hong Kong or Japan or any other
jurisdiction in which the same would be unlawful. No public offering of the
Fundraise Shares is being made in any such jurisdiction.
All offers of the Fundraise Shares in the EEA and the United Kingdom will be
made pursuant to an exemption under the EU Prospectus Regulation and the UK
Prospectus Regulation (respectively) from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being directed solely
at persons in circumstances in which section 21(1) of the Financial Services
and Markets Act 2000 (as amended) does not require the approval of the
Announcement by an authorised person.
The Fundraise 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 Fundraise or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Fundraise Shares and
the Fundraise 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 Canada, Australia, New Zealand, the Republic of South Africa, the
Republic of Ireland, Singapore, Hong Kong or Japan. Accordingly, the Fundraise
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 or from Canada, Australia, New Zealand, the Republic of South Africa,
the Republic of Ireland, Singapore, Hong Kong or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
Each person who is invited to and who chooses to participate in the Fundraise
(a "Placee") by making a legally binding oral, electronic or written offer to
acquire Fundraise Shares will be deemed to have read and understood this
Announcement (including the Appendices) in its entirety, to be participating,
making an offer and acquiring Fundraise Shares on the terms and conditions
contained herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in Appendix I.
The Joint Bookrunners, who are each authorised and regulated in the United
Kingdom by the FCA, are jointly acting for the Company and no-one else in
connection with the Fundraise and the transactions and arrangements described
in this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Fundraise or
the transactions and arrangements described in this Announcement. The Joint
Bookrunners and the Financial Adviser are not responsible to anyone other than
the Company for providing the protections afforded to clients of the Joint
Bookrunners and the Financial Adviser or for providing advice in connection
with the contents of this Announcement, the Fundraise or the transactions and
arrangements described in this Announcement.
None of the information in this Announcement has been independently verified
or approved by either of the Joint Bookrunners or the Financial Adviser. 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
the Joint Bookrunners, the Financial Adviser or by any of their 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 their advisers, and any
liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that the 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.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraise. Each investor
or prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information. The price of shares and any
income expected from them may go down as well as up and investors may not get
back the full amount invested upon disposal of their shares. Past performance
is no guide to future performance, and persons needing advice should consult
an independent financial adviser.
The Fundraise Shares to be issued pursuant to the Fundraise will not be
admitted to trading on any stock exchange other than on the Official List
Equity Shares (transition) category of the Financial Conduct Authority.
Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this Announcement.
This Announcement includes statements, estimates, opinions and projections
with respect to the anticipated future performance of the Company
("forward-looking statements") which reflect various assumptions concerning
anticipated results taken from the Company's current business plan or from
public sources which may or may not prove to be correct. These forward looking
statements can be identified by the use of forward looking terminology,
including the terms "anticipates", "target", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable terminology or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Such forward-looking statements reflect current expectations based
on the current business plan and various other assumptions and involve
significant risks and uncertainties and should not be read as guarantees of
future performance or results and will not necessarily be accurate indications
of whether or not such results will be achieved. As a result, prospective
investors should not rely on such forward-looking statements due to the
inherent uncertainty therein. No representation or warranty is given as to the
completeness or accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Fundraise Shares have been subject to a product approval
process, which has determined that the Fundraise Shares are: (i) compatible
with an end target market of (a) retail clients, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue
of the EUWA, (b) investors who meet the criteria of professional clients as
defined in Regulation (EU) No 600/2014 as it forms part of UK law by virtue of
the EUWA and (c) eligible counterparties, each as defined in chapter 3 of the
FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the Fundraise
Shares may decline and investors could lose all or part of their investment;
the Fundraise Shares offer no guaranteed income and no capital protection; and
an investment in the Fundraise Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Fundraise. Furthermore it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of COBS; 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 Fundraise
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Fundraise Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "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 Fundraise Shares
have been subject to a product approval process which has determined that the
Fundraise Shares are: (i) compatible with an end target market of retail
clients and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Fundraise Shares
may decline and investors could lose all or part of their investment; the
Fundraise Shares offer no guaranteed income and no capital protection; and an
investment in the Fundraise Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The EU
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Fundraise. Furthermore it is noted that, notwithstanding the EU Target Market
Assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Fundraise Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Fundraise
Shares and determining appropriate distribution channels.
Basis on which information is presented
In this Announcement, references to "£", "pence" and "p" are to the lawful
currency of the United Kingdom. All times referred to in this Announcement
are, unless otherwise stated, references to London time.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 AS AMENDED FROM TIME TO TIME (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 THE PLACING MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED UPON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY
ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT, YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OR UNDER THE 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 US SECURITIES ACT ("REGULATION S")) MEETING THE
REQUIREMENTS OF REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES. 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 OR INTO OR WITHIN THE UNITED STATES, CANADA,
AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, FINANCIAL, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
No action has been taken by the Company, Allenby Capital Limited ("Allenby")
or any Allenby Affiliates, Singer Capital Markets Securities Limited
("Singer") or any Singer Affiliates or by any Solvonis Affiliates (each 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 any 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 in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce (prior to the close
of the Bookbuild) a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances in which
section 21(1) of FSMA does not require the approval of the relevant
communication by an authorised person. The Placing Shares have not been
approved or disapproved by the US Securities and Exchange Commission, any
state securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained 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 right 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 have been bought or sold in the past cannot be relied upon as
a guide to future performance. Persons requiring 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 the 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 Bookbuild , 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 will
be deemed to have read and understood this Announcement (including this
Appendix I) in its entirety, to be making such offer on the terms and subject
to the conditions of the Placing set out in this Announcement and to be
providing the representations, warranties, undertakings, agreements and
acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Allenby and Singer that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained herein;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Announcement; and
4. except as otherwise permitted by the Company and subject to
any available exemptions from
applicable securities laws, it (and any account referred to in paragraph 3
above) is outside the
United States acquiring the Placing Shares in offshore transactions as defined
in and in accordance with Regulation S under the US Securities Act.
The Company and each of Allenby and Singer will rely upon the truth and
accuracy of the foregoing representations, warranties, undertakings,
acknowledgements and agreements. Each Placee hereby agrees with Singer,
Allenby and the Company to be bound by these terms and conditions as being the
sole terms and conditions upon which Placing Shares will be issued. A Placee
shall, without limitation, become so bound if Allenby and/or Singer confirms
to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Issue Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published prior to the close of
the Bookbuild.
Placees' commitments will be made solely on the basis of their own assessment
of the Company, the Placing Shares and the Placing based on the information
contained in this Announcement and the announcement of the results of the
Placing (the "Result of Placing Announcement") (together, the "Placing
Documents") and any information publicly announced through a regulatory
information service ("RIS") by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information") and subject
to any further terms set forth in the trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Singer, Allenby or the Company or any other
person and none of Singer, Allenby, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or shall have
any responsibility or liability for any Placee's decision to participate in
the Placing based on any other information, representation, warranty or
statement (regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such persons).
Each Placee acknowledges and agrees that it has relied solely on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing.
No Placee should consider any information in this Announcement to be legal,
financial, regulatory, tax or business advice. Each Placee should consult
its own legal adviser, tax adviser, financial adviser and business adviser for
legal, tax, business and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Allenby and Singer are acting as joint bookrunners and placing agents in
connection with the Placing and have entered into the Placing Agreement with
the Company under which, on the terms and subject to the conditions set out
therein, Allenby and Singer, as agent for and on behalf of the Company, have
each agreed to use their respective reasonable endeavours to procure placees
for the Placing Shares. The Placing is not being underwritten by Allenby or
Singer or any other person.
The Issue Price per Placing Share is 0.13 pence and the final number of
Placing Shares will be decided at the close of the Bookbuild. The timing of
the closing of the Bookbuild and all related allocations are at the discretion
of Allenby and Singer, in consultation with the Company. Details of the
number of Placing Shares will be announced as soon as practicable after the
close of the Bookbuild when the Company will allot and issue the Placing
Shares to Placees within the Directors' existing authorities to allot and
issue Ordinary Shares on a non-pre-emptive basis in consideration for their
payment of the applicable Issue Price.
The Placing Shares will, when issued, be credited as fully paid up and will be
issued subject to the Company's articles of association and rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on or in respect
of the Ordinary Shares after the date of issue of the Placing Shares, and will
on issue be free of all pre-emption rights, claims, liens, charges,
encumbrances and equities.
Bookbuild Process
Commencing immediately today, Allenby and Singer will be conducting the
Bookbuild in order to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and conditions of, and
the mechanics for participation in, the Placing. However, Allenby, Singer
and the Company shall be entitled to effect the Placing by such alternative
method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Bookbuild
1. Allenby and Singer are acting as joint brokers
and joint bookrunners to the Placing, as agents for and on behalf of the
Company, on the terms and subject to the conditions of the Placing Agreement.
2. 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 Allenby or Singer. Allenby and Singer as well as
any Allenby Affiliates and Singer Affiliates are also entitled to participate
as Placees in the Bookbuild.
3. The Bookbuild will establish the number of
Placing Shares to be issued pursuant to the Placing.
4. The book will open with immediate effect. The
Bookbuild is expected to close not later than 6:00pm on 15 May 2025 but may be
closed at such earlier or later time as Allenby and Singer may, in their
absolute discretion (after consultation with the Company), determine. The
announcement containing the results of the Bookbuild will be released
following the close of the Bookbuild.
5. A bid in the Bookbuild will be made on the
terms and conditions contained in this Appendix I and will be legally binding
on those Placees on behalf of which it is made and, except with Allenby and
Singer's consent, will not be capable of variation or revocation after the
time at which it is submitted.
6. A Placee who wishes to participate in the
Bookbuild should communicate its bid orally by telephone or in writing to
their usual sales contact at Allenby or Singer (as the case may be). 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, Allenby and/or Singer will re-contact and
confirm orally or in writing to Placees following the close of the Bookbuild
the size of their respective allocations and a trade confirmation will be
despatched as soon as possible thereafter. The oral or written confirmation
of the size of allocations by Allenby or Singer (as the case may be) will
constitute an irrevocable legally binding agreement in favour of the Company
and Allenby and Singer 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 Company's articles of association. Each Placee's allocation and
commitment will be evidenced by a trade confirmation issued to such Placee by
Allenby or Singer (as the case may be). The terms of this Appendix I will be
deemed incorporated in that trade confirmation.
7. Allenby and/or Singer 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. Allenby and Singer also reserve
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 Allenby, Singer
and the Company.
8. Each Placee's obligations will be owed to the
Company and to Allenby and Singer. Following the oral confirmation referred
to above, each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company, Allenby and Singer, as agents of the
Company, to pay to Allenby and/or Singer (or as each of them may respectively
direct), in cleared funds, an amount equal to the product of the Issue Price
and the number of Placing Shares allocated to such Placee.
9. To the fullest extent permissible by law, none
of Allenby, any holding company of Allenby, any subsidiary of Allenby, any
subsidiary of any such holding company, any branch, affiliate or associated
undertaking of any such company nor any of their respective directors, agents,
officers and employees (each an "Allenby Affiliate") nor any person acting on
their behalf shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of Allenby, any Allenby 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 Bookbuild
or of such alternative method of effecting the Placing as Allenby may
determine.
10. To the fullest extent permissible by law, none of
Singer, any holding company of Singer, any subsidiary of Singer, any
subsidiary of any such holding company, any branch, affiliate or associated
undertaking of any such company nor any of their respective directors, agents,
officers and employees (each a "Singer Affiliate") nor any person acting on
their behalf shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of Singer, any Singer 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 Bookbuild
or of such alternative method of effecting the Placing as Singer may
determine.
11. The Placing Shares will be issued subject to the
terms and conditions of this Appendix I and each Placee's 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 and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's,
Allenby's and/or Singer's conduct of the Placing.
All times and dates in this Announcement may be subject to amendment.
Allenby or Singer shall notify Placees and any person acting on behalf of a
Placee of any changes.
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 I.
In this Appendix I, 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 Allenby or Singer.
All obligations of Allenby and Singer 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 Allenby and Singer under the Placing Agreement are
conditional, amongst other things, on:
1. the Placing results announcement being released
to an RIS by no later than 5.00 p.m. on the date following this Announcement
(or such other later time and/or date as Allenby, Singer and the Company may
agree);
2. none of the warranties contained in the Placing
Agreement being untrue and inaccurate or misleading on the date of the Placing
Agreement and on the date of Admission, in each case by reference to such
facts or circumstances then subsisting;
3. the Placing Shares and the Consideration Shares
having been allotted, conditional only on Admission, by no later than 1.00
p.m. on 27 May 2025, or such later time and/or date as may be agreed between
the Company, Allenby and Singer (each acting reasonably);
4. the performance by the Company of its
obligations under the Placing Agreement to the extent they fall to be
performed on or prior to Admission;
5. there not occurring, in the opinion of Allenby
and Singer (acting in good faith), any material adverse change in, 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 Group, taken as a
whole, whether or not arising in the ordinary course of business and whether
or not foreseeable at the date of the Placing Agreement; and
6. Admission occurring not later than 8.00 a.m. on
27 May 2025 or such later time and/or date as Allenby and Singer may agree in
writing with the Company (but in any event no later than 8.00 a.m. on 13 June
2025).
If (a) the Conditions of the Placing are not fulfilled (or, to the extent
permitted under the Placing Agreement, waived by Allenby and Singer), 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 Allenby, Singer, the Company, any Allenby
Affiliate, any Singer 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 "Solvonis
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 Allenby's and
Singer'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
Allenby and/or Singer may, at any time before Admission and in its (or their)
absolute discretion, terminate the Placing Agreement with immediate effect if,
amongst other things:
1. the Company has failed to comply with any of its
obligations under the Placing Agreement which Allenby and Singer consider, in
their absolute discretion (acting in good faith), to be material;
2. any of the warranties given by the Company in the Placing
Agreement is untrue and inaccurate in any respect or a matter arises which
might reasonably be expected to give rise to a claim thereunder;
3. any statement contained in the Placing Agreement or in this
Announcement is, or has become, untrue, incorrect or misleading in any
material respect;
4. any of the conditions to the Placing Agreement has become
incapable of fulfilment before, or has not been satisfied by, the latest
date/time provided therein and has not been waived by Allenby and Singer; or
5. there occurs a material adverse change, or certain force
majeure events, the effect of which are such as to make it, in Allenby's and
Singer's judgment (acting reasonably and in good faith), impracticable or
inadvisable to market the Placing Shares and/or to proceed with the Placing in
the manner contemplated or which may materially and adversely affect the
success of the Placing.
By participating in the Placing, each Placee agrees with Allenby and Singer
that the exercise by Allenby or Singer of any right of termination or other
discretion under the Placing Agreement shall be within their absolute
discretion and that neither Allenby nor Singer need make any reference to
Placees in this regard and that, to the fullest extent permitted by law,
neither the Company, Allenby, any Allenby Affiliate, Singer, any Singer
Affiliate nor any Solvonis Affiliate shall have any liability whatsoever to
any Placee in connection with any such exercise or failure to so exercise.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the delivery versus payment ("DVP")
mechanism, subject to certain exceptions. Allenby and Singer each reserves
the right to require settlement for and delivery of the Placing Shares to
Placees by such other means as they 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 and other details for settlement will be as follows:
Trade Date 22 May 2025
Settlement Date 27 May 2025
ISIN Code GB00BMD1Z199
SEDOL BMD1Z19
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Issue
Price, the aggregate amount owed by such Placee to Allenby or Singer (as the
case may be) and settlement instructions.
Placees should settle against the CREST ID shown in the trade confirmation.
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 such
things as are 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 the applicable joint broker.
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 Allenby or Singer.
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 Allenby and/or Singer.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Allenby and/or Singer (as the case may be) may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Allenby's or Singer'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 that 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 should,
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, stamp duty reserve tax or other similar taxes
or duties (including any interest and penalties relating thereto) is payable
in respect of the issue, allocation, transfer or delivery of the Placing
Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither Allenby, Singer nor the Company
shall be responsible for the payment thereof. Allenby and Singer are each
receiving corporate finance fees and certain commissions in respect of the
Placing. 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) irrevocably confirms,
represents, warrants, undertakes, acknowledges, understands and agrees (for
itself and for any such prospective Placee) (as the case may be) with Allenby
and Singer (in their capacity as joint bookrunners and agents of the Company
in respect of the Placing) and the Company, in each case as a fundamental term
of their application for Placing Shares, the following (save where Allenby
and/or Singer expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in
its entirety (including this Appendix I and Appendix II ) 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 I) and
that it has not relied upon, and will not rely on, any information given or
any representations, warranties or statements made at any time by any person
in connection with the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. no prospectus or offering document has been or will
be prepared specifically in connection with the Placing and it has not
received and will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the Placing Shares and none is
required in respect of the Placing 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, Allenby, the Allenby Affiliates, Singer, the Singer
Affiliates and the Solvonis 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 completion of the Placing;
4. the Placing Shares will be admitted to the Official
List and to trading on the Main Market and the Company is therefore required
to publish and has published certain business and financial information in
accordance with the Listing Rules, the DTRs 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 Allenby, any Allenby Affiliate, Singer, any
Singer Affiliate nor any person acting on their behalf has provided, and will
not provide, a Placee with any material or information regarding the Placing
Shares or the Company; nor has it requested any of Allenby, or any Allenby
Affiliate, Singer or any Singer Affiliate nor any person acting on their
behalf to provide it with any such material or information;
6. (i) none of Allenby or any Allenby Affiliate, Singer
or any Singer Affiliate or any person acting on behalf of any of them is
making any recommendations to any Placee or advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that it is not,
and will not be, a client of Allenby or Singer and neither Allenby nor Singer
has 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 Allenby or Singer 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 neither Allenby nor Singer
is acting for it or its clients, and that neither Allenby nor Singer will be
responsible to any person other than the Company for providing those
protections afforded to its clients;
7. the content of this Announcement, the Result of
Placing Announcement and the Publicly Available Information is exclusively the
responsibility of the Company and that none of Allenby, nor any Allenby
Affiliate, Singer, or any Singer 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 Allenby, nor any Allenby Affiliate, Singer, any Singer
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, undertakes 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 Allenby, any
Allenby Affiliate, Singer, any Singer 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 such 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); or (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 I) 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 or other reports prepared by Allenby or any
Allenby Affiliate, Singer or any Singer Affiliate or any person acting on
their behalf and understands that (i) none of Allenby, nor any Allenby
Affiliate, Singer, nor any Singer 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 Allenby, nor any Allenby Affiliate, Singer or any
Singer 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 Allenby, nor any Allenby
Affiliate, Singer, nor any Singer 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 I) which may be
required or are 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 a 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, Allenby or any Allenby Affiliate, Singer, any Singer Affiliate or any
Solvonis Affiliate nor 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 (including electronic copies thereof),
to any person and represents that it has not redistributed, forwarded,
transferred, duplicated, 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 US 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
US 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 US 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 Allenby and Singer 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 Allenby and Singer 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 either of Allenby or Singer in its
capacity as an authorised person under section 21 of FSMA and it may not
therefore be subject to the controls which would apply if it was made or
approved as a 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; and (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 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 Order, or
(b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations etc.") of the Order and (c) it is a UK
Qualified Investor and (d) it is a person to whom this Announcement may
otherwise lawfully be communicated;
25. in the case of a Relevant Person in a member state of
the EEA who acquires any Placing Shares pursuant to the Placing, 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 to it by Allenby or Singer (or on their
behalf) 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 Allenby or Singer may, in their 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 Allenby, nor any Allenby Affiliate, Singer, nor
any Singer 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 Allenby, nor any Allenby Affiliate, Singer, nor any
Singer 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 Allenby's or Singer'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) none of Allenby, Singer nor the Company will
be responsible for any liability to stamp duty or stamp duty reserve tax or
other similar taxes or duties imposed in any jurisdiction (including interest
and penalties relating thereto) 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 (as applicable) Allenby or Singer which
will hold them as settlement agent and 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. it irrevocably appoints any director of either Allenby
or Singer 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;
31. 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 specifically 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;
32. any person who confirms to Allenby or Singer on behalf
of a Placee an agreement to subscribe for Placing Shares and/or who authorises
Allenby or Singer to notify the Placee's name to the Company's registrars, has
authority to do so on behalf of the Placee;
33. the agreement to settle each Placee's subscription for
Placing Shares (and/or the subscription 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 dealings in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which none of the Company, Allenby nor Singer
will be responsible. If this is the case, the Placee should take its own
advice and notify Allenby and Singer accordingly;
34. 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 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;
35. when a Placee or any person acting on behalf of the
Placee is dealing with Allenby or Singer, any money held in an account with
Allenby or Singer 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 FCA's client
money rules; as a consequence, this money will not be segregated in accordance
with those client money rules and will be used by Allenby or Singer (as the
case may be) in the course of its business; and the Placee will rank only as a
general creditor of Allenby or Singer (as the case may be);
36. 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 or regulations of any body
having jurisdiction in respect thereof and the Money Laundering Sourcebook of
the FCA, Allenby, Singer (in each case solely 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
Allenby, Singer or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at Allenby's or Singer's absolute discretion (as the case may be) or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed at Allenby's, Singer'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, Allenby or Singer (in each case, for
itself and as agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, Allenby, Singer 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;
37. the Company, Allenby, Singer and others will rely upon
the truth and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements;
38. the basis of allocation will be determined by Allenby,
Singer and the Company at their absolute discretion and that the right is
reserved to reject in whole or in part and/or to scale back any participation
in the Placing;
39. 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;
40. it irrevocably authorises the Company, Allenby and
Singer to produce this Announcement pursuant to, in connection with, or as may
be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
41. 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;
42. time is of the essence as regards its obligations under
this Appendix I;
43. 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 Allenby or Singer (as the case may be);
44. it will be bound by the terms of the Company's articles
of association;
45. these terms and conditions in this Appendix I and all
documents into which this Appendix I 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 and/or any non-contractual obligations arising out of or in connection
with any such agreements will 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 in relation to any claim,
dispute or matter arising out of any such agreement or obligation, 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, Allenby or Singer 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;
46. 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, 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 account;
and
47. 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, Allenby and Singer (for
their own benefit and, where relevant, for the benefit of any Allenby
Affiliate, Singer Affiliate and/or Solvonis Affiliate and any person acting on
their behalf) and are irrevocable.
No claim shall be made against the Company, Allenby, any Allenby Affiliate,
Singer, any Singer Affiliate, any Solvonis Affiliate or any other person
acting on behalf of any such persons by a Placee (or any other person whether
acting on behalf of a Placee or otherwise) 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 none of the Company, Allenby nor
Singer 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, Allenby and Singer in the
event that any of the Company or any Solvonis Affiliate or Allenby or any
Allenby Affiliate or Singer or any Singer 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.
Allenby and/or Singer shall notify Placees and any person acting on behalf
of a Placee of any such changes.
This Announcement has been issued by, and is the sole responsibility of, the
Company.
Each Placee, and any person acting on behalf of a Placee, acknowledges that
neither Allenby nor Singer owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.
Allenby, 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
be responsible to anyone other than the Company for providing the protections
afforded to clients of Allenby or for affording advice in relation to the
Placing or Admission, or any other matters referred to herein.
Singer, 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
be responsible to anyone other than the Company for providing the protections
afforded to clients of Singer or for affording advice in relation to the
Placing or Admission, or any other matters referred to herein.
Each Placee and any person acting on behalf of a Placee acknowledges and
agrees that Allenby or any Allenby Affiliate and Singer or any Singer
Affiliate may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
The rights and remedies of Allenby, Singer and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to Allenby and/or
Singer and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned; and
3. such other "know your client" information as Allenby
and/or Singer may reasonably request.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
their shares. Past performance is not a guide to future performance, and
persons needing advice should consult an independent financial adviser.
APPENDIX II
DEFINITIONS
The following definitions (and each of those other expressions which are
defined elsewhere herein) apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Placing Shares and the Consideration Shares to the Official
List and to trading on the Main Market;
"Allenby" Allenby Capital Limited;
"Announcement" this announcement including, but not limited to, Appendix I, this Appendix II
and the other information contained therein;
"Awakn" Awakn Life Sciences Corp., a corporation existing under the laws of the
Province of British Columbia;
"Board" the board of directors of the Company and "Directors" shall be construed
accordingly;
"Bookbuild" the accelerated book building process to be undertaken by Allenby and Singer
in order to determine demand for participation in the Placing;
"Company" or "Solvonis" Solvonis Therapeutics plc;
"Consideration Shares" the 2,074,378,528 new Ordinary Shares to be issued to Awakn shareholders
pursuant to the terms of the Plan of Arrangement on Admission in consideration
for the transfer to the Company of their securities held in Awakn;
"CREST" or "CREST system" the computerised settlement system used to facilitate the transfer of title to
shares in uncertificated form, operated by Euroclear;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);
"DTRs" the FCA's Disclosure Guidance and Transparency Rules;
"EEA" the European Economic Area;
"EU" the European Union;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 2,295,930,633 Ordinary Shares in issue at the date of this Announcement,
being the entire issued share capital of the Company prior to completion of
the Placing;
"FCA" the Financial Conduct Authority of the United Kingdom or any successor body or
bodies carrying out the functions currently carried out by the Financial
Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Group" the Company and its subsidiary undertakings from time to time including, as
the context may require, Awakn;
"ISIN" International Securities Identification Number;
"Issue Price" the fixed price payable per Placing Share, being 0.13 pence;
"Listing Rules" the listing rules made by the FCA under section 73A of FSMA, as amended;
"London Stock Exchange" London Stock Exchange plc;
"Main Market" the Main Market for listed securities of the London Stock Exchange;
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"Ordinary Share" ordinary shares of £0.001 each in the capital of the Company;
"Placee" a person who is invited to and chooses to participate in the Placing by making
or accepting an offer to subscribe for Placing Shares;
"Placing" the proposed placing of the Placing Shares at the Issue Price by Allenby and
Singer pursuant to the terms of the Placing Agreement;
"Placing Agreement" the agreement dated 15 May 2025 entered into between Allenby, Singer and the
Company;
"Placing Shares" the number of new Ordinary Shares that the Company will allot pursuant to the
Placing, as shall be determined by the Company in consultation with Allenby
and Singer;
"Plan of Arrangement" the Canadian plan of arrangement made in respect of the proposed acquisition
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held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of an instruction issued in
accordance with the rules of CREST;
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the United States of America, the District of Columbia and all other areas
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