REG - Synairgen plc - Proposed Fundraising
20/12/2024 07:00
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RNS Number : 8516Q Synairgen plc 20 December 2024
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PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN SYNAIRGEN PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
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For immediate release
20 December 2024
Synairgen plc
Proposed Fundraising to raise a minimum of £18 million and a maximum of £19
million
and
Proposed Waiver of Rule 9 of the City Code on Takeovers and Mergers
Synairgen (LSE: SNG) ("Synairgen", the "Company" and, together with its
subsidiary undertakings, the "Group"), the respiratory company developing
SNG001, an investigational formulation for inhalation containing the
broad-spectrum antiviral protein interferon beta, announces that it has
conditionally raised £18.0 million (before expenses) through the conditional
subscription of 900,000,000 new Ordinary Shares (the "Subscription Shares") by
TFG Asset Management UK LLP ("TFG Asset Management UK") (on behalf of the
Relevant Funds) at an issue price of 2 pence per new Ordinary Share (the
"Issue Price").
In addition, the Company is seeking to raise up to £6.0 million (before
expenses) through the conditional subscriptions by certain of the Directors
for, in aggregate, 1,250,000 new Ordinary Shares, and a proposed Placing and
Open Offer of up to an aggregate of 298,750,002 new Ordinary Shares, in each
case at the Issue Price (together, the "Non-Underwritten Fundraising").
The minimum amount which must be raised by the Non-Underwritten Fundraising in
order for it to proceed is £2.9 million (before expenses) (the "Minimum
Fundraising Condition"). In the event that the Minimum Fundraising Condition
is satisfied, the maximum amount to be conditionally raised by the Company in
the Fundraising will be capped at £19 million, and the quantum of the
Subscription by TFG Asset Management UK will be reduced by an amount equal to
the quantum of the Non-Underwritten Fundraising up to a maximum of £6.0
million.
The net proceeds from the Fundraising will be used to fund external and
internal costs of a Phase 2 trial of SNG001 in mechanically ventilated
patients with confirmed respiratory viral infections, drug manufacturing and
stability testing.
Richard Marsden, CEO of Synairgen, said: "We are delighted to have secured a
path forward for SNG001 with the conditional raise of £18.0 million to
advance a large Phase 2 trial in patients requiring mechanical ventilation due
to respiratory viral infections. These patients are severely ill and face
mortality rates of between 25% to 45%. SNG001 is a broad-spectrum antiviral
offering potential against a range of respiratory viruses, including common
cold, flu and coronaviruses, which can lead to critical illness. By delivering
SNG001 directly into the lungs as an aerosol we aim to boost and/or restore
the lungs' antiviral responses to clear the virus and improve patients'
outcomes. If we can demonstrate a significant reduction in mortality it will
make SNG001 a valuable asset, attractive to pharma company partners. We are
grateful for the support from TFG Asset Management UK and the ongoing support
of our shareholders as we now look forward to initiating this important trial
in 2025."
Mark Parry-Billings, Chairman of the Board of Synairgen, said: "The securing
of this conditional raise of £18.0 million is testament to the potential
clinical benefit and commercial opportunity that SNG001 holds for patients
with severe viral lung infections. We are thankful to TFG Asset Management UK
for being such a supportive investor and we are also delighted to launch an
Open Offer today, providing our existing and loyal shareholders with a chance
to participate in the future fundraise. We believe this fundraising to be in
the best interests of the Company and our shareholders as a whole and we look
forward to providing a further update in early 2025."
Fundraising highlights:
· Conditional subscription for a minimum of 649,999,998
Subscription Shares and a maximum of 900,000,000 Subscription Shares by TFG
Asset Management UK (on behalf of the Relevant Funds), to raise a minimum of
£18 million and a maximum of £19 million (before expenses).
· Proposed Placing, to be conducted through a bookbuilding process
(the "Bookbuilding Process"), and proposed Open Offer to raise up to, in
aggregate, £5.975 million (before expenses) through the issue of up to
298,750,002 new Ordinary Shares.
· The Bookbuilding Process will commence with immediate effect
following the release of this Announcement in accordance with the terms and
conditions set out in the appendix to this Announcement. Cavendish is acting
as sole bookrunner in connection with the Placing.
· Conditional subscriptions by certain of the Directors for, in
aggregate, 1,250,000 Director Subscription Shares, raising £25,000 (before
expenses).
· The Issue Price of 2 pence per New Ordinary Share represents a
discount of approximately 46.6 per cent. to the closing middle market price of
3.745 pence per existing Ordinary Share on 19 December 2024 (being the latest
practicable date prior to the publication of this Announcement).
· In order for the Non-Underwritten Fundraising to proceed a
minimum of £2.9 million must be raised through it.
· In the event that the Minimum Fundraising Condition is satisfied,
the maximum amount to be conditionally raised by the Company in the
Fundraising will be capped at £19 million and the quantum of the Subscription
by TFG Asset Management UK will be reduced accordingly by up to a maximum of
£6.0 million.
· Following the completion of the Subscription, TFG Asset
Management UK (on behalf of the Relevant Funds) would, in aggregate, be
interested in Ordinary Shares that carry more than 30 per cent. of the
Company's voting share capital which would ordinarily result in TFG Asset
Management UK having to make a mandatory offer under Rule 9 of the Takeover
Code. However, the Panel has agreed to waive the obligation on TFG Asset
Management UK to make a mandatory offer that would otherwise, subject to the
approval of the Independent Shareholders on a poll at the General Meeting.
IN THE EVENT THAT THE NON-UNDERWRITTEN FUNDRAISING DOES NOT RAISE, IN
AGGREGATE, A MINIMUM OF £2.9 MILLION FOR THE COMPANY, NO ELEMENT OF THE
NON-UNDERWRITTEN FUNDRAISING WILL PROCEED. ALL MONIES SHALL BE RETURNED TO
QUALIFYING SHAREHOLDERS WHO PARTICIPATED IN THE OPEN OFFER AND NO PLACING
SHARES, OPEN OFFER SHARES OR DIRECTOR SUBSCRIPTION SHARES WILL BE ISSUED BY
THE COMPANY.
SUBJECT TO THE APPROVAL OF THE RESOLUTIONS AT THE GENERAL MEETING, IF THE
MINIMUM FUNDRAISING CONDITION IS NOT SATISFIED, WHILE THE SUBSCRIPTION WOULD
STILL PROCEED, THE COMPANY INTENDS TO APPLY FOR THE CANCELLATION OF ITS
ORDINARY SHARES FROM TRADING ON AIM IN EARLY 2025. ACCORDINGLY, A SEPARATE
CIRCULAR WOULD BE SENT TO SHAREHOLDERS FOLLOWING ADMISSION REQUESTING THAT
THEY APPROVE SUCH CANCELLATION IN ACCORDANCE WITH RULE 41 OF THE AIM RULES.
A RESOLUTION TO APPROVE SUCH CANCELLATION REQUIRES THE APPROVAL OF 75 PER CENT
OF THOSE SHAREHOLDERS WHO ACTUALLY VOTE IN A GENERAL MEETING. IF THE MINIMUM
FUNDRAISING CONDITION IS NOT MET, TFG ASSET MANAGEMENT UK'S RESULTANT HOLDING
IN THE COMPANY WOULD BE 86.9 PER CENT. OF THE ENLARGED ISSUED SHARE CAPITAL
AND ACCORDINGLY IT WOULD BE ABLE TO PASS SUCH RESOLUTION ON ITS OWN,
NOTWITHSTANDING HOW MANY SHAREHOLDERS MAY VOTE AGAINST. TFG ASSET MANAGEMENT
UK HAS NOTIFIED THE COMPANY THAT SHOULD THIS BE THE CASE, IT WOULD VOTE "FOR"
SUCH RESOLUTION AND APPROVE THE CANCELLATION.
Posting of Circular
The Company also confirms that a circular (the "Circular"), which contains,
inter alia, a notice convening the General Meeting to be held on 16 January
2025 at 10.30 a.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan
Lane, London EC4R 3TT, will today be published and posted to Shareholders,
along with the Application Form for the Open Offer (where applicable).
The Circular will also be made available on the Company's website:
https://www.synairgen.com/investors (https://www.synairgen.com/investors) .
Definitions
Defined terms and expressions used in this Announcement are set out at the end
of this Announcement.
Enquiries:
Synairgen plc + 44 (0)23 8051 2800
Media@synairgen.com
Cavendish Capital Markets Limited - + 44 (0)20 7220 0500
Nominated Adviser, joint broker and sole bookrunner
Geoff Nash/Camilla Hume/George Lawson/Elysia Bough
ICR Healthcare (Financial Media and Investor Relations) +44 (0)20 3709 5700
Mary-Jane Elliott/Namrata Taak/Lucy Featherstone
synairgen@icrhealthcare.com
Expected Timetable of the Fundraising
Record Date for the Open Offer 6.00 p.m. on 18 December 2024
Announcement of the Fundraising 20 December 2024
Publication and despatch of the Circular and, to Qualifying Non-Crest 20 December 2024
Shareholders, the Application Form
Existing Ordinary Shares marked "ex" by the London Stock Exchange 8.00 a.m. on 20 December 2024
Basic Open Offer Entitlements and Excess Open Offer Entitlements credited to 23 December 2024
CREST stock accounts of Qualifying CREST Shareholders
Latest recommended time and date for requesting withdrawal of Basic Open Offer 4.30 p.m. on 9 January 2025
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time and date for depositing Basic Open Offer Entitlements and Excess 3.00 p.m. on 10 January 2025
CREST Open Offer Entitlements in CREST
Latest time and date for splitting of Application Forms under the Open Offer 3.00 p.m. on 13 January 2025
(to satisfy bona fide market claims)
10.30 a.m. on 14 January 2025
Latest time and date for receipt of electronic voting instructions via
www.signalshares.com or via CREST instructions or Forms of Proxy
Latest time and date for: 11.00 a.m. on 15 January 2025
· potential Placees to make a bid in the Placing via the
Bookbuilding Process
· receipt of Application Forms and payment in full under the Open
Offer and settlement of relevant CREST instructions (as appropriate)
Announcement of the results of the Placing and the Open Offer 15 January 2025
General Meeting 10.30 a.m. on 16 January 2025
Announcement of the results of the General Meeting 16 January 2025
Admission of the New Ordinary Shares to trading on AIM and commencement of 8.00 a.m. on 17 January 2025
dealings
Where applicable, expected date for CREST accounts to be credited in respect 17 January 2025
of the New Ordinary Shares in uncertificated form
Where applicable, expected date for despatch of definitive share certificates 24 January 2025
for the New Ordinary Shares in certificated form
Each of the times and dates above are indicative only and are subject to
change. If any of the above times and/or dates change, the revised times
and/or dates will be notified by the Company to the Shareholders by
announcement through a regulatory information service. All events listed in
the above timetable following the General Meeting are conditional on inter
alia, the passing of the Resolutions at the General Meeting. All of the above
times refer to London time unless otherwise stated.
The following text is extracted without amendment from the Circular:
BACKGROUND TO AND REASONS FOR THE FUNDRAISING AND USE OF PROCEEDS
Background
Synairgen is developing SNG001 (inhaled Interferon beta-1a) as a drug to treat
severe viral lung infections. Respiratory viral infections (including
influenza, rhinovirus, respiratory syncytial virus, adenovirus, human
metapneumovirus, and coronavirus including SARS-CoV-2) are the most common
cause of infectious disease and when they affect the lungs they can cause
significant morbidity and mortality. These viruses cause more than 2 million
hospitalisations each year in the US alone and approximately 15 per cent. of
these patients are admitted to intensive care units for higher levels of
medical intervention, with half of these patients (c. 150,000) requiring
mechanical ventilation. In the US, the average cost of hospitalisation caused
by SARS-CoV-2 requiring invasive mechanical ventilation (among surviving
patients) was ~$60k.
Interferon-beta is a naturally occurring protein, produced in response to
viral infections, that drives the body's antiviral responses. People who make
less interferon beta, for example due to their genetics, age or disease, are
at greater risk of developing severe viral lung infections. Viruses themselves
also supress interferon beta production to evade host antiviral responses.
Together these factors provide the rationale to deliver SNG001 directly into
the lungs as an aerosol to boost/restore the lungs' antiviral responses to
clear the virus. As such, SNG001 is a broadly-acting antiviral therapeutic.
Synairgen has completed a comprehensive review of data from previous trials of
SNG001, epidemiological data, commercial factors and unmet clinical need,
concluding that mechanically ventilated patients in intensive care are the
most appropriate group to target in the next Clinical Trial. With only one
antiviral drug approved for adults in the US (remdesivir for COVID-19) for use
in mechanically ventilated patients, these difficult and expensive to treat
patients are underserved with currently available antiviral treatments and
mortality remains high in the range of 25-45 per cent. Subject to regulatory
approvals, Synairgen plans to initiate a Phase 2 clinical trial (SG021) in
mechanically ventilated patients with confirmed respiratory viral infections
during the coming 2024/2025 virus season.
Clinical Trial Design
The international Clinical Trial, to be conducted across approximately 50-60
sites, follows a randomised, double-blind placebo-controlled design and will
recruit 450 patients, with the primary endpoint being a reduction in 28-day
mortality in the SNG001 versus the placebo group. This endpoint is clinically
relevant and material for future dialogue with regulatory agencies and
potential pharmaceutical company partners. In addition to safety and
tolerability, secondary endpoints include clinically important efficacy
assessments such as duration of ventilation, duration of stay in the intensive
care unit and in the hospital, which can also relate to health economics.
Inclusion of pharmacodynamic measures such as viral load and biomarkers aim to
support the novel mode of drug action. The study population will be enriched
to select patients at higher risk of dying (>50 years of age,
immunocompromised and those with higher viral load in the lungs), who we
believe are believed to be more likely to respond to and benefit from SNG001.
SNG001 has shown a favourable safety profile in a large population of
spontaneously breathing patients. To assess its safety in the most severely
ill patients requiring invasive mechanical ventilation, the study will employ
a two-part design, where SNG001 at a dose lower than the target will initially
be administered to a cohort of 5 - 10 patients undergoing invasive mechanical
ventilation, to assess safety and tolerability.
Importantly, the study includes an interim analysis (IA) planned after 224
randomised patients, which is designed to test for futility, with a threshold
set at 25 per cent. reduction in mortality in the SNG001 treated group
compared to placebo. This means that at this key checkpoint, the Clinical
Trial would stop if SNG001 does not reduce mortality by at least 25 per cent.
The overall statistical power of the study is >80 per cent. assuming a
mortality rate in the placebo group of ≥35 per cent. and a reduction in
mortality in the SNG001 group of ≥40 per cent. The Clinical Trial is
designed such that, if these assumptions are correct, the chance of passing
the IA is high at >85 per cent. and if the interim analysis is passed the
chance of a positive final trial readout is increased to >95 per cent. A
schematic of the study design is shown below:
Given the high unmet medical need and the potential health economic challenge
posed to health care providers due to severe respiratory virus infections in
intensive care facilities, the Company believes that a significant reduction
in mortality from this Clinical Trial would make SNG001 a valuable asset that
might be attractive to pharma company partners.
The funding required for the Clinical Trial and the other areas set out below
is £18 million and the Company are grateful for the support from TFG Asset
Management UK which has agreed to subscribe for a maximum of 900,000,000
shares at the Issue Price, equivalent to £18 million.
Use of proceeds
The net proceeds of the Fundraising are intended to be used as follows:
External Phase II Clinical Trial
costs
c. £14 million
Synairgen Clinical Trial costs (including UK site management / working
capital) c. £3 million Drug
manufacturing / stability
testing
c. £1 million
In the event that the Minimum Fundraising Condition is satisfied and the
Non-Underwritten Fundraising raises, in aggregate, at least £2.9 million, the
Subscription Shares subscribed for by TFG Asset Management UK will be clawed
back as detailed in paragraph 3 of this Part I of the document.
The maximum amount of the Fundraising will be £19 million with such further
amounts beyond those set out above being used for general working capital
purposes.
THE STRUCTURE OF THE FUNDRAISING
Overview
The Fundraising consists of:
● the Subscription, pursuant to which TFG Asset Management UK
has irrevocably agreed to conditionally subscribe for up to 900,000,000
Subscription Shares at the Issue Price, raising £18 million for the Company.
The Subscription Shares are subject to clawback as described below;
● the Non-Underwritten Fundraising, comprising:
● Director Subscriptions pursuant to which the Participating
Directors have conditionally agreed to subscribe for 1,250,000 Director
Subscription Shares, raising £25,000 for the Company;
● the Placing, pursuant to which Placees are being given the
opportunity to subscribe for the Placing Shares;
● the Open Offer, pursuant to which Qualifying Shareholders
are being given the opportunity to subscribe for the Open Offer Shares.
The Non-Underwritten Fundraising is subject to the following floor and cap:
● the minimum amount which must be raised by the
Non-Underwritten Fundraising in order for it to proceed is £2.9 million
(before expenses). This means that the minimum amount to be raised pursuant to
the Placing and Open Offer is, in aggregate, £2,875,000 (when taking into
account the £25,000 of Director Subscriptions already committed).
● the maximum amount to be conditionally raised pursuant to
the Non-Underwritten Fundraising is £6.0 million (before expenses). This
means that the maximum amount to be raised pursuant to the Placing and Open
Offer is, in aggregate, £5,975,000 (when taking into account the £25,000 of
Director Subscriptions already committed).
It is important to note that the Non-Underwritten Fundraising is conditional
on the Minimum Fundraising Condition being satisfied.
In the event that the Minimum Fundraising Condition is satisfied, the maximum
amount to be conditionally raised by the Company in the Fundraising will be
capped at £19 million, in which case, the New Ordinary Shares will represent
a maximum of 82.4 per cent. of the Enlarged Share Capital.
In the event that the Minimum Fundraising Condition is not satisfied, no
element of the Non-Underwritten Fundraising will proceed and the minimum
amount conditionally raised by the Company pursuant to the Fundraising will be
£18 million pursuant to the Subscription, in which case, the New Ordinary
Shares will represent a maximum of 81.6 per cent. of the Enlarged Share
Capital.
Members of the public are not eligible to take part in the Placing and only
Placees who are Relevant Persons may make a bid in the bookbuild which was
launched pursuant to the Placing Announcement.
Each element of the Fundraising is being effected at the Issue Price. The
Issue Price represents a discount of approximately 46.6 per cent. to the
closing mid-market price of 3.745 pence per Ordinary Share on the Latest
Practicable Date.
No element of the Non-Underwritten Fundraising is being underwritten. All
elements of the Fundraising are conditional, inter alia, upon:
● the passing, without amendment, of the Resolutions,
including the Rule 9 Waiver Resolution at the General Meeting;
● Admission becoming effective by no later than 8.00 a.m. on
17 January 2025 (or such other time and/or date, being no later than 8.00 a.m.
on 31 January 2025, as Cavendish and the Company may agree).
Accordingly, if any of such conditions are not satisfied or, if applicable,
waived, the Fundraising will not proceed.
The New Ordinary Shares will be credited as fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares then in issue,
including the right to receive all future distributions, declared, paid or
made in respect of the Ordinary Shares from the date of Admission.
The Minimum Fundraising Condition for the Non-Underwritten Fundraising
The Non-Underwritten Fundraising is subject to the Minimum Fundraising
Condition being satisfied in order for it to proceed.
The Minimum Fundraising Condition is that the Non-Underwritten Fundraising
must raise, in aggregate, a minimum of £2.9 million for the Company (before
expenses).
The Placing and the Open Offer will both close on 15 January 2025 and the
results of each will be announced shortly thereafter. Whilst the Directors
have already conditionally subscribed for the Director Subscription Shares,
the results of the Placing and the Open Offer are inherently uncertain and the
Company and the Directors cannot give any guarantee that either £2.9 million
will be raised or indeed any funds at all beyond the Subscription.
In the event that the Minimum Fundraising Condition is satisfied, the maximum
amount which may be raised pursuant to the Non-Underwritten Fundraising is
£6.0 million and the Fundraising as a whole is £19 million.
Please refer to paragraph 5 of Part I of this document for some important
implications all Shareholders should be aware of if the Minimum Fundraising
Condition is not satisfied.
Clawback
In the event that the Minimum Fundraising Condition is satisfied, the
Non-Underwritten Fundraising will proceed, subject to a maximum cap of £6
million.
In these circumstances, TFG Asset Management UK has agreed that amounts raised
pursuant to the Non-Underwritten Fundraising will reduce the number of
Subscription Shares which it shall subscribe for pursuant to the Subscription
on a 1 for 1 basis, subject to TFG Asset Management UK subscribing for a
minimum of 649,999,998 Subscription Shares.
Accordingly, the minimum and maximum positions of TFG Asset Management UK
would be as follows:
In the event that the Minimum Fundraising Condition is satisfied and on the
assumption that the maximum number of Open Offer Shares and Placing Shares are
issued:
Name Number of Subscription Shares held Number of Ordinary Shares held, in aggregate, pursuant to the Non-Underwritten Total Number of Ordinary Shares held at Admission Percentage interest n the Enlarged Share Capital at Admission
Fundraising
TFG Asset Management UK 649,999,998 Nil 707,999,998 61.4%
In the event that the Minimum Fundraising Condition is not satisfied:
Name Number of Subscription Shares held Number of Ordinary Shares held, in aggregate, pursuant to the Non-Underwritten Total Number of Ordinary Shares held at Admission Percentage interest n the Enlarged Share Capital at Admission
Fundraising
TFG Asset Management UK 900,000,000 Nil 958,000,000 86.9%
The Open Offer
The Company has previously stated that Qualifying Shareholders will be given
the opportunity to participate in the Fundraising and accordingly the Company
is making the Open Offer to Qualifying Shareholders. The Company is proposing
to raise up to approximately £5.98 million (before expenses) (assuming full
take up of the Open Offer) through the issue of up to 298,750,002 Open Offer
Shares.
The Open Offer is subject to the Minimum Funding Condition. If the Minimum
Funding Condition is not satisfied, no element of the Non-Underwritten
Fundraising will proceed.
The Open Offer Shares are available to Qualifying Shareholders pursuant to the
Open Offer at the Issue Price of 2 pence per Open Offer Share, payable in full
on acceptance. Any Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the Excess
Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Issue Price on the following basis:
1 Open Offer Share for every 0.67836216 Existing Ordinary Share held on the
Record Date
Entitlements of Qualifying Shareholders will be rounded down to the nearest
whole number of Open Offer Shares. Fractional entitlements which would
otherwise arise will not be issued to Qualifying Shareholders but will
aggregated and be made available under the Excess Application Facility. The
Excess Application Facility enables Qualifying Shareholders to apply for
Excess Shares in excess of their Basic Open Offer Entitlement. Not all
Shareholders will be Qualifying Shareholders. Shareholders who are located in,
or are citizens of, or have a registered office in certain overseas
jurisdictions, including the Restricted Jurisdictions, will not qualify to
participate in the Open Offer. The attention of Overseas Shareholders is drawn
to paragraph 6 of Part V of this document.
Valid applications by Qualifying Shareholders will be satisfied in full up to
their Basic Open Offer Entitlements as shown on the Application Form.
Applicants can apply for less or more than their entitlements under the Open
Offer but the Company cannot guarantee that any application for Excess Shares
under the Excess Application Facility will be satisfied as this will depend in
part on the extent to which other Qualifying Shareholders apply for less than
or more than their own Basic Open Offer Entitlements. The Company may satisfy
valid applications for Excess Shares of applicants in whole or in part but
reserves the right not to satisfy any excess above any Basic Open Offer
Entitlement. Applications made under the Excess Application Facility will be
scaled back at the Company's discretion if applications are received from
Qualifying Shareholders for more than the available number of Excess Shares or
in order to accommodate Placees in the Placing, if to do so would mean that
the Minimum Fundraising Condition would be satisfied.
Application has been made for the Basic Open Offer Entitlements and the Excess
Open Offer Entitlements to be admitted to CREST. It is expected that such
Basic Open Offer Entitlements and the Excess Open Offer Entitlements will be
credited to CREST on 23 December 2024. The Basic Open Offer Entitlements will
be enabled for settlement in CREST until 3.00 p.m. on 10 January 2025.
Applications through the CREST system may only be made by the Qualifying CREST
Shareholder originally entitled or by a person entitled by virtue of bona fide
market claims. The Open Offer Shares must be paid in full on application. The
latest time and date for receipt of completed Application Forms or CREST
applications and payment in respect of the Open Offer is 11.00 a.m. on 15
January 2025. The Open Offer is not being made to certain Overseas
Shareholders, as set out in paragraph 6 of Part V of this document.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares which are not applied for by Qualifying
Shareholders will not be sold in the market for the benefit of the Qualifying
Shareholders who do not apply under the Open Offer. The Application Form is
not a document of title and cannot be traded or otherwise transferred.
The holdings of Shareholders who do not participate in the Open Offer will be
diluted by 82.4 per cent. as a result of the Subscription, the Director
Subscriptions and the Placing, assuming the Non-Underwritten Fundraising is
subscribed for in full and the Minimum Funding Condition is satisfied.
Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, are contained
in Part V of this document and on the accompanying Application Form.
In addition to the Minimum Funding Condition, the Open Offer is also
conditional on the Subscription and the Director Subscriptions becoming or
being declared unconditional in all respects and not being terminated before
Admission. Accordingly, if the conditions to the Subscription and the Director
Subscriptions (including the passing of the Resolutions) are not satisfied or
waived (where capable of waiver), the Open Offer will not proceed and the Open
Offer Shares will not be issued and all monies received by the Receiving Agent
will be returned to the applicants (at the applicant's risk and without
interest) as soon as possible thereafter. Any Basic Open Offer Entitlements
admitted to CREST will thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
their issue.
CERTAIN OTHER ARRANGEMENTS IN CONNECTION WITH THE FUNDRAISING
The Subscription Agreement
In connection with the Subscription, TFG Asset Management UK (on behalf of the
Relevant Funds) and the Company have entered into the Subscription Agreement,
pursuant to which TFG Asset Management UK (on behalf of the Relevant Funds)
has conditionally subscribed for the Subscription Shares at the Issue Price
(raising a minimum of £18 million for the Company (before expenses)).
The Subscription is subject to the clawback arrangements set out above. The
Subscription is conditional inter alia, upon:
(a) the passing, without amendment, of the Resolutions, including the
Rule 9 Waiver Resolution at the General Meeting;
(b) Admission becoming effective by no later than 8.00 a.m. on 17
January 2025 (or such later date that the Company and TFG Asset Management UK
may agree).
Pursuant to the Subscription Agreement, TFG Asset Management UK has the right
to nominate two directors to the Board (each a "Nominated Director") for so
long as it (on behalf of the Relevant Funds) holds at least 30 per cent. of
the voting rights in the Company. One of the Nominated Directors to be
appointed will be Martin Murphy, who, subject to the passing of the
Resolutions will join as a Non-Executive Director.
Each of the Nominated Directors shall act in the interest of shareholders as
whole, shall not represent TFG Asset Management UK at Board meetings and shall
be capable at all times of exercising independent judgement. The Nominated
Directors themselves shall be under no obligation to pass any information
(confidential information/inside information or otherwise) to TFG Asset
Management UK.
At such time as Mark Parry-Billings is no longer the chair of the Board, TFG
Asset Management UK has the right to nominate the person to be appointed as
the new chair as one of the two Nominated Directors. For the avoidance of
doubt Mark Parry-Billings is not a Nominated Director and is considered upon
appointment to be an Independent Director for QCA Code purposes.
As at the date of this document, the Board considers, Mark Parry-Billings,
Amanda Radford and Dr. Felicity Gabbay to be Independent Directors for QCA
Code purposes. It has been agreed that all of the Non-Executive Directors of
the Board will step down on Admission. In addition to Martin Murphy (see
below), it is the intention of the Company to appoint two new independent
Non-Executive Directors to the Board in due course.
In addition to any executive directors and any Non-Executive Directors who are
considered non-independent pursuant to the QCA Code, the intention is that at
least two members of the Board will be Independent Directors. To the extent
that at any time the Board does not maintain two Independent Directors, the
Company will comply with any relevant disclosure requirements set forth in the
QCA Code with respect thereto.
TFG Asset Management UK shall also have the right to appoint an observer (the
"Investor Observer") to the Board of the Company for so long as it holds at
least 30 per cent. of the voting rights in the Company, provided that this
right shall only be exercised if there is only one or no Nominated Director
appointed.
In the event that a Nominated Director or an Investor Observer
leaves/retires/is removed, TFG Asset Management UK has a right to replace them
with another person in their place.
A Nominated Director may be removed pursuant to a shareholder vote in the
event that TFG Asset Management UK (on behalf of the Relevant Funds) no longer
holds the requisite percentage of the voting rights in the Company.
An Investor Observer will be capable of being removed by the Board in the
event that TFG Asset Management UK (on behalf of the Relevant Funds) no longer
holds the requisite percentage of the voting rights in the Company.
The Company has also granted TFG Asset Management UK information rights,
subject to TFG Asset Management UK being bound by confidentiality obligations.
The Company may not share inside information with TFG Asset Management UK
unless TFG Asset Management UK consents to be an insider and accordingly be
bound by the prohibitions in the Market Abuse Regulation and the Criminal
Justice Act relating to insider dealing and market abuse.
TFG Asset Management UK's rights under the Subscription Agreement shall lapse
in the event that it ceases to hold at least 30 per cent. of the voting rights
in the Company.
The Relationship Agreement
Given that, subject to the passing of the Resolutions, TFG Asset Management UK
(on behalf of the Relevant Funds) will hold over 50 per cent. of the share
capital of the Company on Admission, the Company and TFG Asset Management UK
have entered into the Relationship Agreement in order to regulate the
relationship between them.
It is important to note that the terms of the Relationship Agreement will only
take effect in the event that the Minimum Fundraising Condition is satisfied,
which would entail that TFG Asset Management UK holds less than 75 per cent.
of the Enlarged Share Capital of the Company on Admission. In the event that
the Minimum Fundraising Condition is not satisfied, then the terms of the
Relationship Agreement shall not come into effect and the Relationship
Agreement shall lapse.
Subject to the Minimum Fundraising Condition having been satisfied, TFG Asset
Management UK has undertaken to the Company that:
● transactions and arrangements between the Company and TFG
Asset Management UK must be conducted at arm's length and on a normal
commercial basis and approved by a majority of the Independent Directors.
● TFG Asset Management UK shall not take any action that would
have the effect of preventing the Company from complying with its obligations
under the AIM Rules.
● TFG Asset Management UK shall not propose or procure (so far
as it is properly able to do so) the proposal of a shareholder resolution
which is intended to circumvent the proper application of the AIM Rules.
● TFG Asset Management UK shall not propose the removal of any
Independent Director such that the Company would no longer be able to comply
with the relevant recommendations of the QCA Code and explain its
non-compliance with such relevant recommendations of the QCA Code as required
under the AIM Rules.
● TFG Asset Management UK may not propose or procure the
proposal of a shareholder resolution which is intended to cancel the issuer's
admission to trading on AIM without the approval of a majority of the
Independent Directors.
TFG Asset Management UK's obligations under the Relationship Agreement shall
lapse (or shall cease to become effective, as the case may be) in the event
that (i) the Minimum Fundraising Condition is not satisfied; or (ii) it ceases
to hold at least 30 per cent. of the voting rights in the Company or (iii) the
shares held by TFG Asset Management UK (on behalf of the Relevant Funds) cease
to be admitted to trading on AIM.
Amendments to the Articles of Association
As part of the Subscription, TFG Asset Management UK and the Company have
agreed to make, subject to the passing of the Resolutions, certain amendments
to the Articles of Association dealing with conflicts of interest.
The proposed amendments are set out in Resolution 8 such that directors, who
have complied with the notification requirements of section 177 of the Act,
may vote and count in the quorum on transactions or arrangements with the
Company on which they have declared their interests in accordance with the
Act.
It is understood that the Nominated Directors will not be conflicted on any
matter relating to TFG Asset Management UK simply on account of being a
Nominated Director, provided that some other reason for a conflict has not
arisen (for example, by subsequently being employed by TFG Asset Management
UK).
Board changes
Subject to the Resolutions being passed, all of the Company's current
Non-Executive Directors (being Amanda Radford, Dr. Felicity Gabbay, Dr. Bruce
Campbell and Prof. Stephen Holgate CBE) will step down from the Board at the
conclusion of the General Meeting.
It is the intention of the Company to appoint two new independent
Non-Executive Directors to the Board in due course.
Martin Murphy
Pursuant to the Subscription Agreement, subject to the passing of the
Resolutions, Martin Murphy shall be appointed as a Non-Executive Director of
the Company.
Martin Murphy is a seasoned healthcare veteran with over 23 years of
leadership experience in life sciences investment. Martin previously served as
Chair of Investment Committee and CEO of Syncona Limited, a FTSE 250
healthcare investment company, where he helped raise $3 billion in funds and
built Syncona to become the pre-eminent UK life sciences company founder and
builder. Additionally, he serves as Chair of the Commercial Advisory Board at
the British Heart Foundation CureHeart Programme and is founding investor of
NASDAQ-listed Autolus Therapeutics. Between 2002-2012, he served as Managing
Director of MVM Life Science Partners LLP's London office and European
business. Martin holds a PhD from the University of Cambridge and an MA in
Biochemistry from the University of Oxford.
New LTIPS
The legacy LTIP is approaching the end of its 10 year life and the Company, in
conjunction, with TFG Asset Management UK, its largest shareholder, has
concluded that it should be replaced with a new, simpler, structure of market
value options ensuring that payouts are perfectly aligned with the shareholder
experience.
Resolution 2 seeks authority from shareholders to adopt and operate the LTIPs
for a period of 10 years from the date of the meeting.
Under the Act, grants of awards pursuant to an "employee share scheme" do not
require any specific share authorities to do so. The Non-Employee LTIP, on
account of non-executive directors being eligible to participate in it, does
not meet the requirements of an "employee share scheme" for the purposes of
the Act. Accordingly, the Board will require the specific authority from
Shareholders to make awards under the Non-Employee LTIP and as such the Board
is proposing that Shareholders approve Resolutions 5 and 7.
In the event that the Resolutions are passed, the Company intends to make the
following grants of options under the LTIPs. The vesting date for each Option
granted will be the third anniversary of the date of grant. The options may be
exercised during the period of 7 years commencing on the third anniversary of
the date of grant (i.e. expiring the day before the 10th anniversary of
grant).
In the event that the Minimum Fundraising Condition is satisfied, the options
below will be granted to ensure the holders receive the percentage of Enlarged
Share Capital as set out below (the below is on the basis the full £19
million is raised pursuant to the Fundraising):
Share Options to be granted over Ordinary
Option Scheme Issue Date Shares Exercise Expiry date Percentage of
Name price Enlarged Share Capital
Mark Parry-Billings LTIP 16.01.2025 11,526,606 £0.02 15.01.2035 1.0%
Martin Murphy LTIP 16.01.2025 23,053,213 £0.02 15.01.2035 2.0%
Richard Marsden LTIP 16.01.2025 11,526,606 £0.02 15.01.2035 1.0%
Joseph Colliver LTIP 16.01.2025 10,373,946 £0.02 15.01.2035 0.9%
Total 56,480,371 4.9%
In the event that the Minimum Fundraising Condition is not satisfied, the
following options will be granted:
Share Options to be granted over Ordinary
Option Scheme Issue Date Shares Exercise Expiry date Percentage of
Name price Enlarged Share Capital
Mark Parry-Billings LTIP 16.01.2025 11,026,606 £0.02 15.01.2035 1.0%
Martin Murphy LTIP 16.01.2025 22,053,213 £0.02 15.01.2035 2.0%
Richard Marsden LTIP 16.01.2025 11,026,606 £0.02 15.01.2035 1.0%
Joseph Colliver LTIP 16.01.2025 9,923,946 £0.02 15.01.2035 0.9%
Total 54,030,371 4.9%
A summary of the principal terms of the LTIPs is set out in the Appendix to
the Notice of General Meeting.
IMPORTANT IMPLICATIONS OF THE MINIMUM FUNDRAISING CONDITION NOT BEING
SATISFIED - CANCELLATION
The Non Underwritten Fundraising is subject to and conditional upon, the
Minimum Fundraising Condition.
In the event that the Non-Underwritten Fundraising does not raise, in
aggregate, a minimum of £2.9 million for the Company, no element of the
Non-Underwritten Fundraising will proceed. All monies shall be returned to
Qualifying Shareholders who participated in the Open Offer and no Placing
Shares, Open Offer Shares or Director Subscription Shares will be issued by
the Company.
The results of the Non-Underwritten Fundraising are inherently uncertain and
the Company and the Directors cannot give any guarantee that the Minimum
Fundraising Condition will be satisfied or indeed any funds raised at all
beyond the Subscription.
In the event that the Minimum Fundraising Condition is not satisfied, TFG
Asset Management UK would hold 86.9 per cent. of the Enlarged Share Capital.
Following the approval of the Resolutions at the General Meeting, if the
Minimum Fundraising Condition is not satisfied, the Company intends to apply
for the cancellation of its Ordinary Shares from trading on AIM in early 2025
and a separate circular will be sent to the Company's shareholders following
Admission requesting that Shareholders approve such Cancellation in accordance
with rule 41 of the AIM Rules. In the event that the Minimum Fundraising
Condition is not satisfied, given Tetragon Asset Management UK's level of
shareholding and the inability of the public markets to adequately fund the
Company, the Directors believe that the Cancellation is in the best interests
of the Company and its shareholders as a whole.
A resolution to approve the Cancellation requires the approval of 75 per cent.
of those Shareholders who actually vote in such general meeting. TFG Asset
Management UK, which at such time would hold
86.9 per cent. of the Enlarged Share Capital, would therefore be able to pass
such resolution on its own, notwithstanding how many other Shareholders may
vote against.
TFG Asset Management UK has notified the Company that should this be the case,
it would vote "for" such resolution and approve the Cancellation.
Following such Cancellation, Shareholders would then hold their Ordinary
Shares in an unquoted company for which there may be much less liquidity than
were they traded on AIM. Shareholders should read and understand the Risk
Factors in Part III.
In the event that the Minimum Fundraising Condition is not satisfied and the
Company applies for Cancellation, the principal effects of the Cancellation
would be that:
● there will not be a formal market mechanism enabling the
Shareholders to trade Ordinary Shares;
● while the Ordinary Shares will remain freely transferrable,
the liquidity and marketability of the Ordinary Shares will, in the future, be
more constrained than at present and the value of such shares may be adversely
affected as a consequence;
● in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;
● the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply and
the Company will no longer be subject to the UK Market Abuse Regulation or the
Disclosure Guidance and Transparency Rules and so will therefore no longer be
required to disclose significant shareholdings in the Company;
● shareholders will no longer be afforded the protections
given by the AIM Rules and the requirement that the Company seek Shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, reverse takeovers, related party transactions and
fundamental changes in the Company's business;
● the levels of transparency and corporate governance within
the Company may not be as stringent as for a company quoted on AIM;
● Cavendish will cease to be the Company's nominated adviser
and the Company will cease to have a broker;
● the Relationship Agreement will have no effect;
● stamp duty will be payable on transfers of Ordinary Shares
as the Ordinary Shares will no longer be traded on AIM;
● the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.
Shareholders should also note that the Takeover Code may continue to apply to
the Company following the Cancellation for a period of two years, provided
(and depending on when the Cancellation might take effect) the Company
continues to have its place of central management and control in the UK,
Channel Islands or Isle of Man. Further details on the applicability of the
Takeover Code post any Cancellation will be set out in a circular and
regulatory announcement in due course should the Minimum Fundraising Condition
not be met.
The Company will also continue to be bound by the Act (which requires
shareholder approval for certain matters) following the Cancellation.
The above considerations are not exhaustive and Shareholders should seek their
own independent advice when assessing the likely impact of the Cancellation on
them.
Process for Cancellation
Under the AIM Rules, any Cancellation can only be effected by the Company
after securing a special resolution of Shareholders in a general meeting and
the expiry of a period of 20 clear Business Days from the date on which notice
of the Cancellation is given to the London Stock Exchange. In addition, a
period of at least five clear Business Days following Shareholders' approval
of the Cancellation is required before the Cancellation may become effective.
In the event that the Minimum Fundraising Condition is not satisfied, the
Company will send a circular to Shareholders convening a meeting to approve
the necessary resolution in accordance with rule 41 of the AIM Rules.
Intentions of TFG Asset Management UK if the Minimum Fundraising Condition is
satisfied
In the event that the Minimum Fundraising Condition is satisfied, TFG Asset
Management UK will hold less than 75 per cent. of the Enlarged Share Capital
and the Relationship Agreement, governing the behaviour between TFG Asset
Management UK and the Company, will also take effect. Please see paragraph 4
of Part II for information regarding the intentions of TFG Asset Management
UK.
CURRENT TRADING AND FUTURE PROSPECTS
The Company has spent much of 2024 preparing for its Clinical Trial to
investigate SNG001 in mechanically ventilated patients infected with a range
of respiratory viruses. This has included collaboration with leading
respiratory and intensive care experts to characterise the clinical need,
confirming commercial viability, designing the Clinical Trial, assessing
feasibility of Clinical Trial delivery, and working with external parties on
technologies that will be used in the Clinical Trial.
The proceeds of the Subscription, subject to Shareholder approval at the
General Meeting, provides the Company with the necessary funds to commence the
Clinical Trial.
ADMISSION OF THE NEW ORDINARY SHARES
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective at 8.00 a.m. on 17 January 2025.
CREST accounts of the investors in the Fundraising who hold their Ordinary
Shares in CREST will be credited with their New Ordinary Shares on 17 January
2025. In the case of investors in the New Ordinary Shares holding their
Ordinary Shares in certificated form, it is expected that certificates will be
dispatched within 10 business days of Admission. Pending dispatch of the share
certificates or the crediting of CREST accounts, the Registrar will certify
any instruments of transfer against the register.
RELATED PARTY TRANSACTIONS
The Subscription
TFG Asset Management UK (on behalf of the Relevant Funds) is a substantial
shareholder in the Company holding 10 per cent. or more of the Existing
Ordinary Shares and has agreed to subscribe for up to 900,000,000 Subscription
Shares (subject to clawback) at the Issue Price, representing 86.9 per cent.
of the Enlarged Share Capital (in the event that the Minimum Fundraising
Condition is not satisfied).
The participation in the Fundraising by TFG Asset Management UK constitutes a
related party transaction for the purposes of Rule 13 of the AIM Rules. The
Directors who are independent of TFG Asset Management UK (which as at the date
of this document is all of them) consider, having consulted with the Company's
nominated adviser, Cavendish, that the terms upon which TFG Asset Management
UK is participating in the Subscription are fair and reasonable insofar as the
Company's Shareholders are concerned.
The Director Subscriptions
The conditional subscriptions for the Director Subscription Shares by
Participating Directors pursuant to the Director Subscriptions constitute
related party transactions pursuant to Rule 13 of the AIM Rules. The
Non-Participating Directors, being deemed independent for the purpose of
assessing the Director Participation, having consulted with the Company's
nominated adviser, Cavendish, consider that the terms of the participation in
the Director Subscriptions by the Participating Directors are fair and
reasonable insofar as the Company's Shareholders are concerned.
TAKEOVER CODE
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code,
any person who acquires an interest in shares which, taken together with
shares in which that person or any person acting in concert with that person
is interested, carry 30 per cent. or more of the voting rights of a company
which is subject to the Takeover Code is normally required to make an offer to
all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold shares
carrying more than 50 per cent. of the voting rights of the company, an offer
will normally be required if such person or any person acting in concert with
that person acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
A Rule 9 Offer must be made in cash at the highest price paid by the person
required to make the offer, or any person acting in concert with such person,
for any interest in shares of the company during the 12 months prior to the
announcement of the offer.
Following Admission, TFG Asset Management UK (in its capacity as discretionary
investment manager for and on behalf of the Relevant Funds) will be interested
in a maximum of 958,000,000 shares, representing a maximum 86.9 per cent. of
the voting rights of the Company (on the assumption that the Minimum
Fundraising Condition is not satisfied). Therefore, on Admission, and assuming
that no other person converts any convertible securities or exercises any
options or any other right to subscribe for shares in the Company, TFG Asset
Management UK would be interested in a maximum of 958,000,000 shares,
representing approximately 86.9 per cent. of the enlarged voting rights of the
Company.
Rule 9 of the Takeover Code further provides, among other things, that where
any person who, together with persons acting in concert with that person
holding shares carrying more than 50 per cent. of the voting rights of a
company, acquires any further shares carrying voting rights, then such person
will not generally be required to make a general offer to the other
shareholders to acquire the balance of their shares. Following Admission, TFG
Asset Management UK (on behalf of the Relevant Funds) will hold shares
carrying more than 50 per cent. of the voting rights of the Company and may
accordingly increase their aggregate interests in the Ordinary Shares without
incurring any obligation to make a Rule 9 Offer.
In the event that the Proposals are approved at the General Meeting, TFG Asset
Management UK will not be restricted from making an offer for the Company.
TFG Asset Management UK is presumed to be acting in concert (as defined in the
Takeover Code) with its members, any discretionary investment funds
discretionarily managed by it or TFG Asset Management L.P. (including the
Relevant Funds) and Tetragon Financial Management LP. As such TFG Asset
Management UK is presumed to be interested in the Ordinary Shares in the
Company held by the Relevant Funds for the purposes of the Takeover Code.
WAIVER OF RULE 9 OF THE TAKEOVER CODE
Pursuant to the Takeover Code, the Panel may waive the requirement for a
general offer to be made in accordance with Rule 9 of the Takeover Code if,
amongst other things, the shareholders of a company who are independent of the
person who would otherwise be required to make an offer, and any person acting
in concert with it, pass an ordinary resolution on a poll approving such a
waiver.
TFG Asset Management UK (on behalf of the Relevant Funds) is interested in
shares which carry 28.6 per cent. of the Company's voting rights. Assuming
that the Fundraising is completed and irrespective of whether the Minimum
Fundraising Condition is satisfied or not, and assuming that no person
exercises any options or other rights to subscribe for Ordinary Shares, as at
Admission TFG Asset Management UK would be interested in Ordinary Shares
carrying over 50 per cent. or more of the Company's voting rights. Ordinarily,
the acquisition by any person, together with persons acting in concert with
that person, of an interest in shares which increases the percentage of shares
carrying voting rights to 30 per cent. or more would result in the person
having to make a mandatory Rule 9 Offer.
The Panel has been consulted and has agreed, subject to the passing of the
Rule 9 Waiver Resolution by the Independent Shareholders on a poll at the
General Meeting, to waive the obligation of TFG Asset Management UK to make a
mandatory offer for the ordinary shares in the capital of the Company not
already owned by them which would otherwise arise following completion of the
Proposals. Accordingly, the Company is proposing the Rule 9 Waiver Resolution
to seek the approval of Independent Shareholders to the Rule 9 Waiver
Resolution.
In addition, TFG Asset Management UK will not be restricted from making a
subsequent offer in the future for the Company in the event that the Rule 9
Waiver is approved by Independent Shareholders and the Proposals take place.
Your attention is drawn to Part II (Additional Information) of this document
which sets out certain further information and financial information that is
required to be disclosed in this document pursuant to the rules contained in
the Takeover Code.
Under Rule 25.2 of the Takeover Code, only the Directors who are independent
of TFG Asset Management UK are able to make a recommendation to the
Independent Shareholders with respect to the proposed Rule 9 Waiver
Resolution. As at the date of this document, all Directors are independent of
TFG Asset Management UK.
The Directors believe it is in the best interests of the Company that the Rule
9 Waiver Resolution be passed and hereby recommend that Independent
Shareholders vote in favour of the Rule 9 Waiver Resolution. Cavendish, as the
Company's independent financial adviser, has provided formal advice to the
Directors that it considers the terms of the Proposals to be fair and
reasonable and in the best interests of Shareholders and the Company as a
whole. In providing this advice, Cavendish has taken into account the
Directors' commercial assessments. In accordance with the requirements of the
Takeover Code, TFG Asset Management UK is not permitted to vote on the Rule 9
Waiver Resolution in respect of its aggregate holding of 58 million Ordinary
Shares.
GENERAL MEETING
The General Meeting will be held at the offices of Fieldfisher LLP, Riverbank
House, 2 Swan Lane, London EC4R 3TT at 10.30 a.m. on 16 January 2025. The
Resolutions proposed for consideration at the General Meeting are set out in
full in the Notice of General Meeting at the end of this document. Voting on
the Resolutions to be proposed at the General Meeting shall be held on a poll
rather than on a show of hands. The General Meeting is being held for the
purpose of considering and, if thought fit, passing the Resolutions set out in
full in the Notice of General Meeting, as summarised below:
● Resolution 1 is the Rule 9 Waiver Resolution which, as
required by the Takeover Code, will be taken on a poll vote of Independent
Shareholders, who will be entitled to one vote for each Ordinary Share in the
capital of the Company held by them at 6.00 p.m. on 15 January 2025. TFG Asset
Management UK will not vote on the resolution. Resolution 1 is an ordinary
resolution to approve the Rule 9 Waiver;
● Resolution 2 is an ordinary resolution to approve the
adoption of the LTIPs;
● Resolution 3 is an ordinary resolution appointing Martin
Murphy as a non-executive director of the Company;
● Resolution 4 is an ordinary resolution granting the
Directors the authority to allot the New Ordinary Shares pursuant to the
Fundraising;
● Resolution 5 is an ordinary resolution to grant the
Directors authority to grant awards under the Non-Employee LTIP which does not
meet the definition of an "employee share scheme" under the Act and therefore
a specific authority to allot is required in order to make grants pursuant to
it;
● Resolution 6 is a special resolution to grant the Directors
authority to issue the New Ordinary Shares pursuant to the Fundraising for
cash free of pre-emption rights;
● Resolution 7 is a special resolution to grant the Directors
authority to grant awards under the Non-Employee LTIP which does not meet the
definition of an "employee share scheme" under the Act for cash and therefore
a specific disapplication of pre-emption rights is required in order to make
grants pursuant to it; and
● Resolution 8 is a special resolution which amends the
Articles of Association in the manner further described in paragraph 4 of Part
I of this document.
The Fundraising is conditional upon all of the Resolutions being passed.
Explanatory notes in respect of each of the Resolutions, and details of the
action you should take in order to appoint a proxy to attend and vote on your
behalf at the General Meeting, are set out at the end of the Notice of General
Meeting.
The Chairman and the Board have decided that the fairest way for the General
Meeting to proceed would be by way of poll. This means that every Shareholder
present in person or by proxy has one vote for every Ordinary Share held.
Conducting a meeting by way of a poll ensures that all Shareholders are given
the opportunity to participate in the decision-making of the Company and have
their votes recorded even if they do not attend the meeting in person.
IMPORTANCE OF VOTING AND ACTION TO BE TAKEN IN RELATION TO THE GENERAL MEETING
You will find accompanying this document a Form of Proxy for use at the
General Meeting. Whether or not you intend to be present at the General
Meeting, you are requested to complete the Form of Proxy in accordance with
the instructions printed on it and to return it as soon as possible and in any
case so as to be received by the Company's registrars, Link Group at Link
Group, Central Square, 29 Wellington Street, Leeds LS1 4DL no later than 10.30
a.m. on 14 January 2025.
If you hold your Existing Ordinary Shares in uncertificated form in CREST, you
may vote using the CREST Proxy Voting service in accordance with the
procedures set out in the CREST Manual. Further details are also set out in
the notes accompanying the Notice of General Meeting at the end of this
document. Proxies submitted via CREST must be received by Link Group (CREST ID
RA10) by no later than 10.30 a.m. on 14 January 2025 (or, if the General
Meeting is adjourned, 48 hours (excluding any part of a day that is not a
working day) before the time fixed for the adjourned meeting).
Shareholders can also vote electronically by using Link Group' Signal Shares
share portal service at www.signalshares.com. (http://www.signalshares.com/)
The return of the Form of Proxy or transmission of a CREST Proxy Instruction
or other electronic vote will not prevent you from attending the meeting and
voting in person if you wish.
Your attention is drawn to paragraph 14 in Part I of this document.
INDEPENDENT ADVICE
Cavendish has provided advice to the Directors, in accordance with the
requirements of paragraph 4(a) of Appendix 1 to the Takeover Code, in relation
to the granting of the Rule 9 Waiver.
This advice was provided by Cavendish to the Directors of the Company only
and, in providing such advice, Cavendish has taken into account the Directors'
commercial assessments as well as TFG Asset Management UK's future intentions
in relation to the Company (as set out in paragraph 4 of Part II of this
document).
RECOMMENDATIONS
The Directors consider that all of the Resolutions are in the best interests
of the Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of all the Resolutions
as they intend to do in respect of their entire beneficial holdings, amounting
in aggregate to 2,215,532 Ordinary Shares, representing approximately 1.09 per
cent. of the entire issued share capital.
If any of the Resolutions are not approved by Shareholders at the General
Meeting, the Fundraising will not proceed. As such, the anticipated proceeds
of the Fundraising would not become available to the Company. There is no
certainty that other funding would be available on suitable terms or indeed at
all and the Clinical Trial would not be able to proceed. It is uncertain
whether the Company could carry on its business as it is presently carried on.
The Directors are not making any recommendation to Qualifying Shareholders as
to whether or not they should participate in the Open Offer. Qualifying
Shareholders should consider whether the Ordinary Shares remain a suitable
investment in light of their own personal circumstances and investment
objectives.
Members of the public are not eligible to take part in the Placing.
If you are in any doubt as to what action you should take in respect of this
document, you should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other independent
professional adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.
Yours faithfully,
Mark Parry-Billings
Chairman
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN SYNAIRGEN PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES. THE NEW
ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE
IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN
OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or the Open Offer
and/or issue of the New Ordinary Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Cavendish or any
of their respective affiliates, agents, directors, officers, consultants,
partners or employees ("Representatives") that would permit an offer of the
New Ordinary Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such New Ordinary Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Cavendish
to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the New Ordinary Shares is being made in any such jurisdiction.
All offers of the New Ordinary Shares in the United Kingdom or the EEA will be
made pursuant to an exemption from the requirement to produce a prospectus
under the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed solely
at persons in circumstances in which section 21(1) of the Financial Services
and Markets Act 2000 (as amended) does not require the approval of the
relevant communication by an authorised person.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States. The relevant clearances have not been,
nor will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South African Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares; and the New Ordinary
Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, the Republic of South Africa or Japan.
Accordingly, the New Ordinary Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside the United
Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, electronic or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix. Members of the public are not eligible to take part
in the Placing and no public offering of Placing Shares is being or will be
made.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.
Cavendish Capital Markets Limited is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Bookbuilding Process
and the Fundraising, and Cavendish will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Bookbuilding Process or the Fundraising or any other matters referred to in
this Announcement.
Cavendish's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the Exchange and are not owed
to the Company or to any director of the Company or to any other person.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Cavendish or by any of its Representatives as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cavendish will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding
the EU Target Market Assessment, distributors should note that: the price of
the Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the EU
Target Market Assessment, Cavendish will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN SYNAIRGEN PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE
"US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Cavendish or any of its Representatives that
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and Cavendish to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of the Financial Services and Markets
Act 2000 (as amended) (the "FSMA") does not require the approval of the
relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained from the South
African Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Cavendish and the Company that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom other than Qualified
Investors or in circumstances in which the prior consent of Cavendish has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom other than 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;
3. in the case of a Relevant Person in a member state of the
EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in a Relevant State other than Qualified Investors
or in circumstances in which the prior consent of Cavendish has been given to
the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix;
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and any account
referred to in paragraph 4 above) is outside of the United States acquiring
the Placing Shares in offshore transactions as defined in and in accordance
with Regulation S under the Securities Act; and
7. the Company and Cavendish will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of (i) the information contained in this
Announcement, (ii) any information publicly announced through a Regulatory
Information Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of this
Announcement and (iii) the business and financial information that the Company
is required to publish in accordance with the AIM Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014 as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
MAR") (together, the "Publicly Available Information") and subject to any
further terms set out in the contract note, electronic trade confirmation or
other (oral or written) confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Cavendish or the Company or any other person and none of
Cavendish, the Company nor any other person acting on such person's behalf nor
any of their respective Representatives has or shall have any liability for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this Announcement to be
legal, tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cavendish has today entered into a placing agreement (the "Placing Agreement")
with the Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, Cavendish, as agent for and on behalf of the
Company, has agreed to procure the publication of this Announcement. The
Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares in the capital of the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Existing Ordinary Shares after the
date of issue of the Placing Shares.
The Placing is subject to and conditional upon the Minimum Fundraising
Condition being satisfied.
Lock-up
As part of the Placing, the Company has agreed that it will not for a period
of 28 days after (but including) Admission, directly or indirectly, issue,
offer, sell, lend, pledge, contract to sell or issue, grant any option, right
or warrant to purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to receive
Ordinary Shares or any substantially similar securities or otherwise enter
into any transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any interest therein
or to announce publicly any intention to enter into any transaction described
above. This agreement is subject to certain customary exceptions and does not
prevent the grant or exercise of options under any of the Company's existing
share incentives and share option schemes, or following Admission the issue by
the Company of any Ordinary Shares upon the exercise of any right or option or
the conversion of a security already in existence.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00 a.m. on 17
January 2025 and that dealings in the Placing Shares on AIM will commence at
the same time.
The Bookbuilding Process
Cavendish will commence the Bookbuilding Process to determine demand for
participation in the Placing by Placees immediately following the publication
of this Announcement. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
Cavendish and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Principal terms of the Bookbuilding Process and the Placing
1. Cavendish is acting as bookrunner to the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Cavendish to participate.
Cavendish and any of its affiliates are entitled to enter bids in the
Bookbuilding Process.
3. The price per Placing Share (the "Issue Price") is fixed at
2 pence and is payable to Cavendish (as agent for the Company) by all Placees
whose bids are successful. The number of Placing Shares will be agreed between
Cavendish and the Company following completion of the Bookbuilding Process.
The number of Placing Shares will be announced by the Company (such
announcement being the "Placing Results Announcement") following the
completion of the Bookbuilding Process and the entry into the Placing
Agreement by the Company and Cavendish.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales contact at
Cavendish. Each bid should state the number of Ordinary Shares which a Placee
wishes to acquire at the Issue Price. Bids may be scaled down by Cavendish on
the basis referred to in paragraph 9 below. Cavendish is arranging the Placing
as agent of the Company.
5. The Bookbuilding Process is expected to close no later than
11.00 a.m. on 15 January 2025 but may be closed earlier or later subject to
the agreement of Cavendish and the Company. Cavendish may, in agreement with
the Company, accept bids that are received after the Bookbuilding Process has
closed. The Company reserves the right (upon agreement of Cavendish) to reduce
or seek to increase the amount to be raised pursuant to the Placing, in its
discretion.
6. Each Placee's allocation will be determined by Cavendish in
its discretion following consultation with the Company and will be confirmed
to Placees either orally or by email by Cavendish. Cavendish may choose to
accept bids, either in whole or in part, on the basis of allocations
determined at its absolute discretion, in consultation with the Company, and
may scale down any bids for this purpose on the basis referred to in paragraph
9 below.
7. The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process detailing the aggregate number
of the Placing Shares to be issued.
8. Each Placee's allocation and commitment will be evidenced
by a contract note, electronic trade confirmation or other (oral or written)
confirmation issued to such Placee by Cavendish. The terms of this Appendix
will be deemed incorporated in that contract note, electronic trade
confirmation or other (oral or written) confirmation.
9. Subject to paragraphs 4, 5 and 6 above, Cavendish may
choose to accept bids, either in whole or in part, on the basis of allocations
determined at its discretion and may scale down any bids for this purpose on
such basis as it may determine or be directed. Cavendish may also,
notwithstanding paragraphs 4, 5 and 6 above, subject to the prior consent of
the Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
10. A bid in the Bookbuilding Process will be made on the terms
and subject to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with Cavendish's consent
will not be capable of variation or revocation after the time at which it is
submitted. Following Cavendish's oral or written confirmation of each Placee's
allocation and commitment to acquire Placing Shares, each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to Cavendish (as
agent for the Company), to pay to it (or as it may direct) in cleared funds an
amount equal to the product of Issue Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to allot and
issue to that Placee.
11. Except as required by law or regulation, no press release or
other announcement will be made by Cavendish or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing".
14. By participating in the Bookbuilding Process, each Placee
will agree that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
15. To the fullest extent permissible by law and applicable FCA
rules and regulations, neither:
(a) Cavendish;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any person
connected with Cavendish as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Cavendish);
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Cavendish nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of Cavendish's conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
Cavendish and the Company may agree. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares to the
Placees and Cavendish shall have no liability to the Placees for any failure
by the Company to fulfil those obligations.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note, electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Issue Price and the aggregate amount owed by them to Cavendish.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Cavendish in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares (ISIN: GB00B0381Z20)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur on 17
January 2025 (the "Settlement Date") in accordance with the contract note,
electronic trade confirmation or other (oral or written) confirmation.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, the Company and Cavendish may
agree that the Placing Shares should be issued in certificated form. Cavendish
reserves the right to require settlement for the Placing Shares, and to
deliver the Placing Shares to Placees, by such other means as it deems
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of three percentage points above
the prevailing base rate of Barclays Bank plc as determined by Cavendish.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Cavendish: 601
Expected trade time & date: 08.00 a.m. on 14 January 2025
Settlement date: 17 January 2025
ISIN code for the Placing Shares: GB00B0381Z20
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 16 January 2025
Each Placee is deemed to agree that, if it does not comply with these
obligations, Cavendish may sell any or all of the Placing Shares allocated to
that Placee on their behalf and retain from the proceeds, for Cavendish's own
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain liable
for any shortfall below the Issue Price and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on its
behalf. By communicating a bid for Placing Shares, such Placee confers on
Cavendish all such authorities and powers necessary to carry out such sale and
agrees to ratify and confirm all actions which Cavendish lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note,
electronic trade confirmation or other (oral or written) confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. If there are any
circumstances in which any United Kingdom stamp duty or stamp duty reserve tax
or other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares (or, for the avoidance of
doubt, if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Cavendish under the Placing Agreement are, and the Placing
is, conditional upon, inter alia:
(a) the Resolutions having been duly passed at the General Meeting (or at any adjournment thereof);
(b) none of the warranties on the part of the Company contained in the Placing Agreement being untrue, inaccurate or misleading at Admission, by reference to the facts and circumstances then subsisting;
(c) the Minimum Fundraising Condition being satisfied;
(d) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;
(e) the Company and Cavendish agreeing the final number of Placing Shares and executing a results agreement no later than 5.00 p.m. on the business day immediately preceding the General Meeting (or such later time and/or date as Cavendish may agree with the Company);
(f) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
(g) Admission having become effective at or before 8.00 a.m. on 17 January 2025 or such later time as Cavendish may agree with the Company (not being later than 8.00 a.m. on 31 January 2025),
(all conditions to the obligations of Cavendish included in the Placing
Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted, waived by
Cavendish in accordance with the Placing Agreement within the stated time
periods (or such later time and/or date as the Company and Cavendish may
agree), or the Placing Agreement is terminated in accordance with its terms,
the Placing will lapse and the Placees' rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee is acting)
in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing" below and will not be capable of
rescission or termination by it.
Cavendish may, in its absolute discretion and upon such terms as it thinks
fit, waive fulfilment of all or any of the Conditions in whole or in part, or
extend the time provided for fulfilment of one or more Conditions, save that
certain Conditions including the condition relating to Admission referred to
above may not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
Cavendish may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither Cavendish nor any of its affiliates nor the Company shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision any of them may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision any of them may make as
to the satisfaction of any condition or in respect of the Placing generally
and by participating in the Placing each Placee agrees that any such decision
is within the absolute discretion of Cavendish.
Termination of the Placing
Cavendish may, in its absolute discretion, by notice to the Company, terminate
the Placing Agreement at any time up to Admission if, inter alia:
(a) there has, in the opinion of Cavendish, been a breach of the warranties given to it;
(b) there has, in the opinion of Cavendish, been a material adverse change;
(c) any statement contained in this Announcement, the Placing Results Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become or has been discovered to be untrue or inaccurate or misleading; or
(d) in the opinion of Cavendish, there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees with the
Company and Cavendish that the exercise by the Company or Cavendish of any
right of termination or any other right or other discretion under the Placing
Agreement shall be within the absolute discretion of the Company or Cavendish
or for agreement between the Company and Cavendish (as the case may be) and
that neither the Company nor Cavendish need make any reference to such Placee
and that none of the Company, Cavendish nor any of their respective
Representatives shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise. Each Placee further agrees that they will
have no rights against Cavendish, the Company or any of their respective
directors or employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by Cavendish of a contract
note, electronic trade confirmation or other (oral or written) confirmation
confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and Cavendish (in its capacity as bookrunner and Placing agent of
the Company in respect of the Placing) that (save where Cavendish expressly
agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
2. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and acknowledges that
no prospectus or other offering document:
(a) is required under the UK Prospectus Regulation or other
applicable law; and
(b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and
that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for the Companies (the
"AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it
applies in the United Kingdom as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR")), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and
neither Cavendish nor the Company nor any of their respective Representatives
nor any person acting on behalf of any of them has provided, and will not
provide, it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement or the
Publicly Available Information; nor has it requested Cavendish, the Company,
any of their respective Representatives or any person acting on behalf of any
of them to provide it with any such information;
5. neither Cavendish nor any person acting on behalf of it nor
any of its Representatives has or shall have any liability for any Publicly
Available Information, or any representation relating to the Company, provided
that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on the
information in this Announcement and the Publicly Available Information;
(b) neither Cavendish, nor the Company (nor any of their
respective Representatives) have made any representation or warranty to it,
express or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly Available
Information, nor will it provide any material or information regarding the
Company, the Placing or the Placing Shares;
(c) it has conducted its own investigation of the Company, the
Placing (including its terms and conditions) and the Placing Shares, satisfied
itself that the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Cavendish or any
person acting on its behalf may have conducted with respect to the Company,
the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and that neither Cavendish nor any persons acting on its behalf nor
any of their respective Representatives is responsible for or has or shall
have any liability for any information, representation, warranty or statement
relating to the Company contained in this Announcement or the Publicly
Available Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in this Announcement, the Publicly Available
Information or otherwise. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
8. neither it nor the beneficial owner of the Placing Shares
is, nor will, at the time the Placing Shares are acquired, be a resident of
the United States, Australia, Canada, the Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, Australia, Canada, the Republic of
South Africa or Japan and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for that purpose
is required;
10. it may be asked to disclose in writing or orally to
Cavendish: (i) if he or she is an individual, his or her nationality; or (ii)
if he or she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned;
11. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it will pay
the total amount in accordance with the terms of this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other Placees or sold at such price as Cavendish determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has the capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and will honour
such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
13. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a resident
of, or with an address in, or subject to the laws of, the United States,
Australia, Canada, the Republic of South Africa or Japan, and it acknowledges
and agrees that the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United States,
Australia, Canada, the Republic of South Africa or Japan and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
14. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act;
15. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be offered, sold
or resold in or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
17. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) of the Securities Act and will be subject to
restrictions on resale and transfer subject to certain exceptions under US
law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 of the Securities Act for resales or transfers
of Placing Shares; and
(c) it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons (as
defined in the Securities Act);
18. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the
Securities Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
19. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
20. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated, definitive
form and acknowledges and agrees that the Placing Shares may, to the extent
they are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
21. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those terms are
defined in Regulation D under the Securities Act) or any "directed selling
efforts" (as such term is defined in Regulation S under the Securities Act);
22. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in the Placing
and it has made such investigation and has consulted its own independent
advisers or otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign
tax laws generally;
23. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
24. none of Cavendish, the Company nor any of their respective
Representatives nor any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Cavendish and that Cavendish has no duties or responsibilities to it
for providing the protections afforded to its clients or for providing advice
in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any Conditions or exercise any
termination right;
25. it will make payment to Cavendish for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
Cavendish determines in its absolute discretion without liability to the
Placee and it will remain liable for any shortfall below the net proceeds of
such sale and the Placing proceeds of such Placing Shares 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;
26. 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;
27. no action has been or will be taken by any of the Company,
Cavendish or any person acting on behalf of the Company or Cavendish that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such action for that
purpose is required;
28. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Cavendish and the Company will not be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Cavendish in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of Cavendish or
transferred to a CREST stock account of Cavendish who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
29. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
30. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article 19(5) and/or
49(2) of the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
31. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant State prior to
the expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
32. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it
is within a Relevant State, it is a Qualified Investor as defined in Article
2(e) of the EU Prospectus Regulation;
33. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to Placing Shares in circumstances in which section 21(1) of
the FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that this Announcement has not been
approved by Cavendish in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an authorised
person;
34. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA and the UK MAR
in respect of anything done in, from or otherwise involving the United
Kingdom);
35. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in the United Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of Cavendish has been given to each
proposed offer or resale;
36. if in the United Kingdom, unless otherwise agreed by
Cavendish, it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS") and it is acquiring Placing Shares for investment only and not with a
view to resale or distribution;
37. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it warrants that
it has received such information within the market soundings regime provided
for in Article 11 of UK MAR and has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order concerning the
Company's securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
38. Cavendish and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell or otherwise
deal for its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, Cavendish and/or any of its affiliates acting as an investor for
its or their own account(s). Neither Cavendish nor the Company intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
39. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Cavendish such
evidence, if any, as to the identity or location or legal status of any person
which it may request from it in connection with the Placing (for the purpose
of complying with the Regulations or ascertaining the nationality of any
person or the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Cavendish on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be acquired by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as Cavendish may decide at its sole discretion;
40. in order to ensure compliance with the Regulations,
Cavendish (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to Cavendish or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Cavendish's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Cavendish's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity Cavendish (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either Cavendish and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were originally
debited;
41. 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 Takeover Code;
42. any money held in an account with Cavendish on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Cavendish's money in
accordance with the client money rules and will be used by Cavendish's in the
course of its business; and the Placee will rank only as a general creditor of
Cavendish;
43. Cavendish may choose to invoke the CASS Delivery Versus
Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit;
44. neither it nor, as the case may be, its clients expect
Cavendish to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
COBS, and that Cavendish is not acting for it or its clients, and that
Cavendish will not be responsible for providing the protections afforded to
clients of Cavendish or for providing advice in respect of the transactions
described in this Announcement;
45. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the contract note, the
electronic trade confirmation or other (oral or written) confirmation will
continue notwithstanding any amendment that may in future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or Cavendish's conduct of the Placing;
46. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
47. it irrevocably appoints any duly authorised officer of
Cavendish as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to acquire upon the terms of this Announcement;
48. the Company, Cavendish and others (including each of their
respective Representatives) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements, which
are given to Cavendish on its own behalf and on behalf of the Company and are
irrevocable;
49. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
(b) will remain liable to the Company and Cavendish for the
performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
50. subject to acquiring any Placing Shares, it will be bound by
the terms of the articles of association of the Company;
51. time is of the essence as regards its obligations under this
Appendix;
52. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to Cavendish;
53. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
54. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the Bookbuilding Process and/or the Placing and all non-contractual or other
obligations arising out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim, dispute or matter
arising out of such contract (including any dispute regarding the existence,
validity or termination or such contract or relating to any non-contractual or
other obligation arising out of or in connection with such contract), except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with interest chargeable thereon) may be taken by
the Company or Cavendish in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each
of their respective Representatives harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by
Cavendish, the Company or each of their respective Representatives arising
from the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this Appendix shall
survive after the completion of the Placing.
The rights and remedies of Cavendish and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or partial
exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Cavendish shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Cavendish
accordingly. In addition, Placees should note that they will be liable for any
capital duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each Placee, or the
Placee's nominee, in respect of whom (or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Cavendish in the event that either the
Company and/or Cavendish have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Cavendish for itself and on behalf of the
Company and are irrevocable.
Cavendish Capital Markets Limited is authorised and regulated by the FCA in
the United Kingdom and is acting exclusively for the Company and no one else
in connection with the Bookbuilding Process and the Fundraising, and Cavendish
will not be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Bookbuilding Process or the Fundraising or any other
matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Cavendish may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence this
money will not be segregated from Cavendish's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment. Placees
will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Definitions
The following definitions apply throughout this Placing Announcement unless
the context requires otherwise:
Act the Companies Act 2006;
Admission admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
AIM AIM, a market of that name operated by the LSE;
AIM Rules the AIM Rules for Companies published by the LSE, as amended from time to
time;
Application Form the application form to be used by Qualifying Non-CREST Shareholders in
connection with the Open Offer;
Articles of Association the articles of association of the Company as they are in force as at the date
of the Circular;
Basic Open Offer Entitlement 1 Open Offer Share for every 0.67836216 Existing Ordinary Shares held at the
Record Date;
Board or Directors the directors of the Company;
Business Day any day on which banks are usually open in England and Wales for the
transaction of sterling business, other than a Saturday, Sunday or public
holiday;
Cancellation cancellation of admission of the Ordinary Shares from trading on AIM in
accordance with Rule 41 of the AIM Rules
Cavendish Cavendish Capital Markets Limited, a company incorporated in England and Wales
with company number 06198898 whose registered office is situated at 1
Bartholomew Close, London, England, EC1A 7BL, the Company's Nominated Adviser
and broker;
certificated or in certificated form a share or other security not held in uncertificated form (that is, not in
CREST);
Clinical Trial the Phase II trial of SNG001, details of which are set out in the paragraph
headed "Background to and reasons for the Fundraising and use of proceeds"
Company or Synairgen plc Synairgen plc, a company incorporated in England and Wales with registration
number 05233429 whose registered office is situated at Mailpoint 810 Level F,
South Block Southampton, General Hospital Tremona Road, Southampton Hampshire,
SO16 6YD;
CREST the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear which facilitates the holding and transfer of title to
shares in uncertificated form;
Director Subscriptions the conditional subscriptions made by the Participating Directors for the
Director Subscription Shares at the Issue Price pursuant to the Director
Subscription Agreements subject to, inter alia, the Minimum Fundraising
Condition being satisfied;
Director Subscription Agreements the agreements dated 20 December 2024 made between the Company and each of the
Participating Directors relating to the Director Subscriptions;
Director Subscription Shares the 1,250,000 new Ordinary Shares to be issued pursuant to the Director
Subscriptions;
Employee LTIP the proposed Synairgen Long Term Incentive Plan 2024, the terms of which are
summarised in the Appendix to the Notice of General Meeting;
Enlarged Share Capital the issued share capital of the Company as enlarged by the issue of the New
Ordinary Shares;
EU Qualified Investors persons in member states of the European Economic Area who are qualified
investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129;
Euroclear Euroclear UK & International Limited, the operator of CREST;
Excess Application Facility the arrangement pursuant to which Qualifying Shareholders may apply for
additional Open Offer Shares in excess of their Basic Open Offer Entitlement
in accordance with the terms and conditions of the Open Offer
Excess CREST Open Offer Entitlements in respect of each Qualifying CREST Shareholder, the entitlement (in addition
to their Basic Open Offer Entitlement) to apply for Open Offer Shares pursuant
to the Excess Application Facility, which is conditional on them taking up
their Basic Open Offer Entitlement in full and which may be subject to scaling
back;
Excess Open Offer Entitlements an entitlement for each Qualifying Shareholder to apply to subscribe for Open
Offer Shares in addition to their Basic Open Offer Entitlement pursuant to the
Excess Application Facility which is conditional on them taking up their Basic
Open Offer Entitlement in full and which may be subject to scaling back;
Excess Shares Open Offer Shares which are not taken up by Qualifying Shareholders pursuant
their Basic Open Offer Entitlement and which are offered to Qualifying
Shareholders under the Excess Application facility;
Ex-entitlement Date the date on which the Existing Ordinary Shares are marked "ex" for entitlement
under the Open Offer, being 8.00 a.m. on 20 December 2024;
Existing Ordinary Shares the 202,660,697 Ordinary Shares in issue at the date of this document;
Financial Conduct Authority or FCA the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part IV of FSMA;
Form of Proxy the form of proxy for use by Shareholders in connection with the General
Meeting;
FSMA the Financial Services and Markets Act 2000 (as amended);
Fundraising together, the Subscription, the Director Subscriptions, the Placing and the
Open Offer;
General Meeting the General Meeting of the Company to be held at 10.30 a.m. on 16 January 2025
(or any reconvened meeting following any adjournment of the general meeting)
at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R
3TT;
Group the Company and its subsidiaries;
Independent Directors means those directors who are considered by the Board to be independent for
the purposes of the QCA Code and who are as at the date of this Announcement,
Mark Parry-Billings, Amanda Radford and Dr. Felicity Gabbay
Independent Shareholders shareholders who are independent of a person who would otherwise be required
to make a Rule 9 Offer and any person acting in concert with him or her (as
defined by the Takeover Code);
Issue Price 2 pence per New Ordinary Share;
Latest Practicable Date 19 December 2024;
LSE or London Stock Exchange London Stock Exchange plc
LTIPs both the Employee LTIP and the Non-Employee LTIP;
Minimum Fundraising Condition means the condition to each element of the Non-Underwritten Fundraising
proceeding, which is that the Non-Underwritten Fundraising raises, in
aggregate, at least £2.9 million for the Company (before expenses);
New Ordinary Shares together, the Subscription Shares and, subject to the Minimum Fundraising
Condition being satisfied, the Director Subscription Shares, the Placing
Shares and the Open Offer Shares;
Non-Employee LTIP the proposed Synairgen Non-Employee Long Term Incentive Plan, the terms of
which are summarised in the Appendix to the Notice of General Meeting;
Non-Participating Directors those directors not participating in the Director Subscriptions, being Mark
Parry-Billings, Amanda Radford, Dr. Felicity Gabbay, Dr. Bruce Campbell and
Prof. Stephen Holgate CBE;
Non-Underwritten Fundraising means the Placing, the Open Offer and the Director Subscriptions;
Notice or Notice of General Meeting the notice of the General Meeting;
Open Offer the conditional invitation by the Company to Qualifying Shareholders to apply
to subscribe for the Open Offer Shares at the Issue Price on the terms and
subject to the conditions (including the satisfaction of the Minimum
Fundraising Condition);
Open Offer Shares up to, in aggregate, 298,750,002 new Ordinary Shares to be offered by the
Company to Qualifying Shareholders pursuant to the Open Offer;
Order Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended
Ordinary Shares ordinary shares of 1 penny each in the capital of the Company;
Panel The Panel on Takeovers and Mergers;
Participating Directors those directors participating in the Director Subscriptions, being Richard
Marsden and Joseph Colliver;
Placees potential subscribers for Placing Shares in the Placing, subject to them being
Relevant Persons;
Placing the placing of the Placing Shares to Placees pursuant to the Placing Agreement
and conditional and subject to the terms of this Placing Announcement,
including the Minimum Fundraising Condition being satisfied;
Placing Agreement the agreement dated 20 December 2024, pursuant to which the Company appointed
Cavendish, acting as its agent, to carry out the Placing;
Placing Announcement or Announcement this announcement published by the Company on 20 December 2024 setting out the
terms and conditions of the Placing which is being conducted by way of a
bookbuild;
Placing Shares up to, in aggregate, 298,750,002 new Ordinary Shares to be issued pursuant to
the Placing;
Proposals together, the Fundraising and the Rule 9 Waiver;
Prospectus Regulation Regulation (EU) 2017/1129
Prospectus Regulation Rules the latest edition of the "Prospectus Regulation Rules" made for the purposes
of Part VI of FSMA;
QCA Code the QCA Corporate Governance Code published by the Quoted Companies Alliance
from time to time;
Qualified Investors means both: (i) EU Qualified Investors; and (ii) UK Qualified Investors;
Qualifying CREST Shareholders Qualifying Shareholders holding Existing Ordinary Shares in uncertificated
form
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Existing Ordinary Shares in certificated form;
Qualifying Shareholders holders of Existing Ordinary Shares on the register of members of the Company
at the Record Date but excluding any Overseas Shareholder who has a registered
address in any Restricted Jurisdiction;
Receiving Agent Link Group, Corporate Actions, Central Square,29 Wellington Street Leeds LS1
4DL;
Record Date 18 December 2024;
Registrar Link Group, Central Square,29 Wellington Street, Leeds LS1 4DL;
Relationship Agreement the conditional agreement between the Company and TFG Asset Management UK,;
Relevant Funds Tetragon, Westbourne River Event Master Fund and accounts managed by TFG Asset
Management UK;
Relevant Persons means (a) EU Qualified Investors; and (b) UK Qualified Investors who if they
are resident in the United Kingdon are also persons who (i) fall within
article 19(5) of the Order; or (ii) fall within article 49(2)(a) to (d) ("high
net worth companies, unincorporated associations, etc") of such Order, or
(iii) are persons to whom the Placing may otherwise be lawfully communicated;
Resolutions the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting;
Restricted Jurisdiction means the United States of America, Australia, Canada, the Republic of South
Africa, New Zealand, Japan or any other jurisdiction where the Open Offer
Shares or the Placing Shares may not be offered, sold, taken up, delivered or
transferred into or from;
Rule 9 Offer a general offer under Rule 9 of the Takeover Code;
Rule 9 Waiver the waiver granted by the Panel (conditional on the approval of the Rule 9
Waiver Resolution by the Independent Shareholders) of the obligation that
would otherwise arise for TFG Asset Management UK to make a Rule 9 Offer under
the Takeover Code as a consequence of the allotment and issue to it of the
Subscription Shares;
Rule 9 Waiver Resolution Resolution 1, as set out in the Notice of General Meeting, which is to be
taken on a poll of Independent Shareholders in accordance with the
requirements of the Takeover Code;
Shareholders the holders of Ordinary Shares;
Subscription the conditional subscription made by TFG Asset Management UK for the
Subscription Shares at the Issue Price pursuant to the Subscription Agreement;
Subscription Agreement the agreement dated 20 December 2024 made between the Company and TFG Asset
Management UK relating to the Subscription;
Subscription Shares up to 900,000,000 new Ordinary Shares to be issued pursuant to the
Subscription and which are subject to clawback;
Takeover Code the City Code on Takeovers and Mergers published by the Panel from time to
time;
Tetragon Tetragon Financial Group Limited;
TFG Asset Management UK TFG Asset Management UK LLP, a limited liability partnership incorporated in
England and Wales with company number OC343805 whose registered office is
situated at 4 Sloane Terrace, London, SW1X 9DQ, in its capacity as
discretionary investment manager, acting on behalf of the Relevant Funds;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
UK Qualified Investors persons in the United Kingdom who are qualified investors within the meaning
of Article 2(e) of Regulation (EU) 2017/1129 which forms part of domestic law
pursuant to the European Union (Withdrawal) Act 2018;
uncertificated or in uncertificated form recorded on the register of members of Synairgen plc as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
£, pounds sterling or penny UK pounds sterling or pence, the lawful currency of the United Kingdom.
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. END IOEFFFSVFLLALISRecent news on Synairgen
See all newsREG - AIM Synairgen plc - Cancellation - Synairgen plc
AnnouncementREG - Synairgen plc - Update on trading post cancellation
AnnouncementREG - Synairgen plc - Result of General Meeting
AnnouncementREG - Synairgen plc - Proposed cancellation of trading on AIM
AnnouncementREG - Synairgen plc - Holding(s) in Company
Announcement