REG - Surgical Innovations - Proposed Acquisition, Placing and Subscriptions <Origin Href="QuoteRef">SUNU.L</Origin> - Part 2
27/07/2017 07:08
- Part 2: For the preceding part double click ID:nRSa2274Ma
directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
17. that, unless otherwise agreed by WH Ireland, it is a qualified
investor (as defined in section 86(7) of the Financial Services and Markets
Act 2000, as amended ("FSMA"));
18. that, unless otherwise agreed by WH Ireland, it is a "professional
client" or an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
19. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
20. that any money held in an account with each of WH Ireland (or its
nominee) on its behalf and/or any person acting on its behalf will not be
treated as client money within the meaning of the rules and regulations of the
FCA. Each Placee further 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 from WH Ireland's (or its nominee's) money
in accordance with such client money rules and will be used by WH Ireland in
the course of its own business and each Placee will rank only as a general
creditor of WH Ireland;
21. that it will (or will procure that its nominee will) if applicable,
make notification to the Company of the interest in its ordinary shares in
accordance with the Disclosure Guidance and Transparency Rules published by
the FCA;
22. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
23. that it will not deal or cause or permit any other person to deal in
all or any of the Placing Shares which it is subscribing for and/or purchasing
under the Vendor Placing unless and until Admission becomes effective;
24. that it appoints irrevocably any director of WH Ireland as its agent
for the purpose of executing and delivering to the Company and/or its
registrars any document on its behalf necessary to enable it to be registered
as the holder of the Placing Shares;
25. that, as far as it is aware it is not acting in concert (within the
meaning given in The City Code on Takeovers and Mergers) with any other person
in relation to the Company;
26. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither WH Ireland nor the
Company has considered its particular objectives, financial situation and
needs;
27. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Vendor Placing;
28. that it will indemnify and hold the Company and WH Ireland and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
Company and WH Ireland will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify WH Ireland and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to WH Ireland for itself
and on behalf of the Company and will survive completion of the Vendor Placing
and Admission;
29. that time shall be of the essence as regards obligations pursuant to
this Appendix;
30. that it is responsible for obtaining any legal, tax and other advice
that it deems necessary for the execution, delivery and performance of its
obligations in accepting the terms and conditions of the Vendor Placing, and
that it is not relying on the Company or WH Ireland to provide any legal, tax
or other advice to it;
31. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that WH Ireland shall notify it of
such amendments;
32. that (i) it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it
is not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 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 (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to WH Ireland such
evidence, if any, as to the identity or location or legal status of any person
which WH Ireland may request from it in connection with the Vendor Placing
(for the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by WH Ireland on the
basis that any failure by it to do so may result in the number of Placing
Shares that are to be subscribed for and/or purchased by it or at its
direction pursuant to the Vendor Placing being reduced to such number, or to
nil, as WH Ireland may decide in its absolute discretion;
33. that it will not make any offer to the public of those Placing
Shares to be subscribed for and/or purchased by it for the purposes of the
Prospectus Rules made by the FCA pursuant to Commission Regulation (EC) No.
809/2004;
34. that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party.
35. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or WH Ireland in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
36. that any documents sent to Placees will be sent at the Placees'
risk. They may be sent by post to such Placees at an address notified to WH
Ireland;
37. that WH Ireland owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
38. that WH Ireland or any of their respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares;
39. that no prospectus or offering document has been or will be prepared
in connection with the Vendor Placing and it has not received and will not
receive a prospectus or other offering document in connection with the Vendor
Placing or the Placing Shares; and
40. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, WH Ireland and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to WH Ireland for itself and
on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by WH Ireland.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares
are not being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a clearance
service. If there are any such arrangements, or the settlement relates to any
other subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company or WH Ireland 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 Vendor Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay
such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and WH Ireland in the event
that any of the Company and/or WH Ireland has incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and notify WH Ireland accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by WH Ireland or by any of their respective affiliates or agents as
to or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Acquisition" the proposed acquisition of Elemental by the Company pursuant to the Acquisition Agreement
"Acquisition Agreement" the conditional agreement dated 27 July 2017 between the Company and the Vendors, pursuant to which the Company has agreed to purchase the entire share capital of Elemental
"Admission" the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies
"AIM" the market of that name operated by the London Stock Exchange
"Announcement" this announcement (including the Appendix which forms part of this announcement)
"Articles" the articles of association of the Company (as amended from time to time)
"Bookbuild" the accelerated bookbuilding to be conducted by WH Ireland pursuant to the Placing Agreement and this Announcement
"Closing Price" the closing middle market price of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
"Company" or "SI" Surgical Innovations Group plc
"Consideration Shares" the 62,500,000 New Ordinary Shares to be issued to, and retained by, the Vendors pursuant to the Acquisition Agreement
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
"Directors" Nigel Rogers, Melanie Ross, Paul Hardy, Professor Mike McMahon and Alistair Taylor, being the current directors of the Company
"Elemental" Elemental Healthcare Limited
"Existing Ordinary Shares" the 534,431,255 Ordinary Shares in existence at the date of this Announcement
"Fundraising" the Vendor Placing and the Subscriptions
"FCA" the Financial Conduct Authority
"Group" or "SI Group" the Company and its existing subsidiaries and subsidiary undertakings
"Issue Price" 3p per New Ordinary Share
"London Stock Exchange" the London Stock Exchange plc
"New Ordinary Shares" together the Placing Shares and the Consideration Shares
"Ordinary Shares" ordinary shares of 1p each in the capital of the Company
"Placee" a Relevant Person (as defined in the Appendix to this Announcement) on whose behalf a commitment to subscribe for or acquire Placing Shares has been given
"Placing Agreement" the conditional agreement dated 27 July 2017 between the Company and WH Ireland relating to the Vendor Placing and Admission
"Placing Shares" the New Ordinary Shares to be issued pursuant to the Vendor Placing
"Regulatory Information Service" one of the regulatory information services authorised by the FCA acting in its capacity as the UK listing authority to receive, process and disseminate regulatory information
"Securities Act" the United States Securities Act of 1933, as amended
"Subscriptions" the subscriptions to be entered into by certain investors as part of the Fundraising
"Subscription Letters" the letters of agreement to be entered into between the Company and certain investors in relation to the Subscriptions
"Subscription Shares" the New Ordinary Shares to be issued pursuant to the Subscriptions
"Transaction" together, the Acquisition and the Fundraising
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction
"US Person" has the meaning set out in Regulation S of the Securities Act
"Vendor Placing" the proposed placing of the Placing Shares by WH Ireland at the Issue Price pursuant to the Placing Agreement
"Vendors" Adam Power, Alison Power, David John Marsh, Mary-Jane Marsh and the Trustees of the Power Family Trust
"WH Ireland" WH Ireland Limited, the Company's nominated adviser and broker and the sole bookrunner of the Vendor Placing
This information is provided by RNS
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