REG - Verici Dx PLC - Proposed Fundraise
04/03/2022 07:15
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RNS Number : 6654D Verici Dx PLC 04 March 2022
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN VERICI DX PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF,
OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF
VERICI DX PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR)
WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS
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INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS
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INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH
INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Verici Dx plc
("Verici" or the "Company")
Proposed Fundraise to raise not less than £10.0 million
(approximately $13.3 million)
Proposed Placing launch via accelerated bookbuild (ABB) and direct
Subscription
Definitions contained within Appendix II to this Announcement apply unless the
context otherwise requires
Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for
organ transplant, announces its intention to conduct a fundraise through the
non pre-emptive issue of at least 28,571,429 new ordinary shares at a price of
35 pence per share (the "Fundraise Price"), to raise gross proceeds for the
Company of at least £10.0 million (approximately $13.3 million) (the
"Fundraise").
The Fundraise will comprise a non-pre-emptive placing with institutional and
other investors (the "Placing") and a direct subscription with a limited
number of entities and individuals who are outside of the United Kingdom (the
"Subscription").
The Fundraise Price of 35 pence represents a discount of 6.67 per cent. to
Verici's closing mid-price on 3 March 2022 (being the last practicable day
prior to the publication of this Announcement).
Transaction Highlights
The Company intends to use the net proceeds of the Fundraise to take advantage
of the opportunities outlined in the Progress and Strategy announcement
released on 12 January 2022 and continue the accelerated progress the Company
has experienced to date.
As of 31 December 2021, the Company had unaudited net cash of £7.7 million
($10.3 million). The net proceeds of the Fundraise will be used, together
with the Company's existing available resources, to:
· Maintain momentum on the development of the Company's third product,
Protega™, to maximise the efficiency gains in using existing validation
sites set up for the Company's two lead products, Clarava™ and Tuteva™;
· Carry out planned construction of the Company's expanded CLIA approved
laboratory facilities in Tennessee to support the scale-up of business
operations in advance of commercialisation;
· Accelerate the commercialisation of lead products Clarava™ and
Tuteva™ through advocacy with clinicians;
· Explore potential growth opportunities including adding new
technology (including possible in-licence or acquisition) and Artificial
Intelligence ("AI") capability to support and enhance the use of Verici Dx
product tests alongside digital histopathology imagery;
· Develop the Company's nascent data assets; and
· Support general working capital purposes.
The Placing Shares are being offered, subject to the satisfaction of certain
conditions set out in the Appendix to this announcement, by way of an
accelerated bookbuild (the "Bookbuild") which will be launched immediately
following this Announcement. Singer Capital Markets Securities Limited
("Singer Capital Markets") is acting as the sole bookrunner in connection with
the Placing.
The Placing, which is conditional on, amongst other things, Admission, is
being carried out within the Company's existing shareholder authority to issue
shares on a non pre-emptive basis. The number of Placing Shares will be agreed
by the Company in conjunction with the bookrunner following the close of the
Bookbuild to further orders, and the results of the Placing will be announced
as soon as practicable thereafter. The timing of the closing of the book,
acceptance of any orders received after a close of Bookbuild announcement,
final allocations and the total size of the Placing shall be determined at the
absolute discretion of the Company and the bookrunner. The Placing is not
conditional upon the Subscription and is likely to complete before the
Subscription is closed. The Fundraise will not in any event involve the issue
of more than 35,436,954 new ordinary shares, being the maximum limit under the
Company's existing authority to allot shares on a non pre-emptive basis.
Neither the Placing nor the Subscription is being underwritten.
As part of the Placing, the Company is seeking to raise funds by the issue of
Placing Shares to Venture Capital Trusts ("VCTs") and investors seeking tax
relief under the Enterprise Investment Scheme ("EIS") (together the "EIS/VCT
Placing Shares") (the "EIS/VCT Placing"). The raising of funds via the issue
of the balance of the Placing Shares is referred to herein as the "Non-EIS/VCT
Placing".
The EIS/VCT Placing Shares to be issued pursuant to the First Placing are
intended to rank as "eligible shares" for the purposes of EIS and VCT
investors and a "qualifying holding" for the purposes of an investment by
VCTs, each pursuant to the relevant respective sections of the Income Tax Act
2007 ("ITA 2007"). The Company has not made an advanced assurance application
to HM Revenue & Customs ("HMRC") in respect of EIS qualification of this
Placing, but the Company has obtained a written opinion from specialist tax
advisers confirming that the Company would, subject to the relevant limits on
such issuances, be able to issue the EIS/VCT Placing Shares as "eligible
shares" under the relevant sections of the ITA 2007. Neither the Company nor
the Directors give any warranties or undertakings that EIS reliefs or VCT
reliefs will be granted in respect of the EIS/VCT Placing Shares. Neither the
Company nor the Directors give any warranties or undertakings that EIS reliefs
or VCT reliefs, if granted, will not be withdrawn. If the Company carries on
activities beyond those disclosed to HMRC in a prior advance clearance, then
shareholders may cease to qualify for the tax benefits. Placees must take
their own advice and rely on it.
The allotment and issue of the EIS/VCT Placing Shares is not conditional upon
completion of the Non-EIS/VCT Placing, which is conditional upon Admission
and, once made, such allotments under the EIS/VCT Placing will remain valid
regardless of whether -Admission occurs and the Non-EIS/VCT Placing completes.
Expected Timetable of Principal Events
2022
Announcement of the Fundraising 7.00 a.m. on 4 March
Announcement of the results of the Fundraising 4 March
Allotment and issue of the EIS/VCT Placing Shares 11 March
Allotment and issue of the Non-EIS/VCT Placing Shares 14 March
and the Subscription Shares
Admission and commencement of dealings 14 March
in the Placing Shares
Each of the times and dates above refer to London time and are subject to
change. Any such change will be notified to Shareholders by an announcement
through a Regulatory Information Service.
Enquiries:
www.v (http://www.vericidx.com) ericidx (http://www.vericidx.com) .com
(http://www.vericidx.com)
Verici Dx
Sara Barrington, CEO Via Walbrook PR
Julian Baines, Chairman
Singer Capital Markets (Nominated Adviser & Broker) Tel: 020 7496 3000
Aubrey Powell / Tom Salvesen / Kailey Aliyar
Walbrook PR Limited Tel: 020 7933 8780 or vericidx@walbrookpr.com
(mailto:renalytix@walbrookpr.com)
Paul McManus / Sam Allen Mob: 07980 541 893 / 07502 558 258
FURTHER INFORMATION
Background and reasons for the Fundraise
Verici Dx is a developer of a complementary suite of leading-edge tests
forming a kidney transplant platform for personalised patient and organ
response risk to assist clinicians in medical management for improved patient
outcomes. The Company successfully admitted to trading on AIM on 3 November
2020, raising £14.5 million in gross proceeds. In the period to 31 December
2020 the Company focussed on putting in place the additional people and
resources to enable it to commence its clinical trials in 2021.
The Company's kidney transplant assays use advanced next-generation sequencing
that aims to provide a personalised risk profile for each patient over the
course of their transplant journey and may detect injury in advance of
currently available clinical tests, with a view to minimising risk of
transplant rejection.
The Company's two leading products, together with a third related product now
under development provide an expanded product portfolio covering end-to-end
testing for transplant patients with integrated testing information giving a
distinct competitive advantage:
· Clarava™ is a pre-transplant prognosis test for the risk of early
acute rejection;
· Tuteva™ is a post-transplant test focused upon acute cellular
rejection, including sub-clinical rejection; and
· Protega™ is a liquid biopsy that aims to predict the risk of
fibrosis and long-term graft failure.
Market Opportunity
Globally, there are c. 300,000 people waiting for kidney transplants, with
approximately 95,000 transplants currently performed each year, of which
c.24,000 are performed in the US and 25,000 in Europe.
In the US, the comparatively low number of procedures compared to the numbers
of individuals on the waiting list was recognised as an issue for patients
waiting for a transplant for on average three to five years, and even longer
in some geographical locations. It also formed part of the policy in the 2019
US Executive Order, Advancing American Kidney Health, whereby transplant
organizations were required to improve efficiencies in the transplant network
and expand support for living donors, with the further goal of doubling the
number of available transplants by 2030.
Rejection events occur in an estimated 37-50% of kidney transplant cases and
failure rates remain high after five years post-transplant at 16-28% in US and
13-21% in Europe. This translates to a rough estimate of $10 billion in
failure costs annually or $20bn annually including the associated additional
dialysis costs each year. These numbers illustrate a critical need for
personalised diagnostic information to ascertain risk of rejection and,
post-transplant, understand graft rejection and damage.
The Company's expanded product portfolio is likely to include longer-term
rejection support the Company's objective for better patient outcomes for
patients and healthcare.
Progress to Date
Following its IPO in November 2020, the Company has achieved all planned
milestones either on time or ahead of schedule and started developing
additional product Protega™ to the product testing portfolio.
In December 2021, the Company successfully completed the testing requirements
of the multi-centre validation study in line with the Company's expectations
to have done so by the end of the year. The studies exceeded recruitment
targets with participation from both US and EU patients, despite a difficult
backdrop due to the COVID-19 pandemic.
As well as completing enrolment and endpoints for the Company's two leading
Clarava™ and Tuteva™, Verici announced in July 2021 that, following the
previously announced accelerated CLIA approval strategy, its Tennessee based
testing laboratory had obtained CLIA certification 1 ahead of initial
expectations. This represents a significant commercial step as it allows
Verici Dx to initiate operations as a diagnostic laboratory.
The Company was granted CPT Proprietary Laboratory Analyses ("PLA") codes for
both Clarava™ and Tuteva™ by the American Medical Association earlier this
year, which are scheduled to become effective on 1 April 2022. This represents
an important milestone in the reimbursement process, which in the US comprises
three stages for diagnostic products following the laboratory developed test
("LDT") route to commercialisation: obtaining codes, price determinations and
coverage. The CPT® PLA codes issued allow clinical laboratories to identify
the Company's lead tests when billing Medicare and commercial insurers.
Most recently, the Company announced the successful completion of analytical
validation for Clarava™ and Tuteva™. The analytical validation under CLIA
looks at the performance characteristics of a test used to describe the
quality of patient test results, and includes an analysis of accuracy,
precision, analytical sensitivity, analytical specificity, reportable range,
reference interval, and any other performance characteristics. Analytical
validation data is essential for the subsequent clinical interpretation of
assay results and supports, along with clinical validation data expected to be
reported from clinical studies around the end of Q1 2022, the Company's
planned application for a local coverage determination for Tuteva(TM) under
the MolDx programme operated by GBA Palmetto. Such coverage would provide
coverage for 48 US states.
The Company's currently expected pathway for clinical development and
commercialisation is contained within its updated corporate presentation,
available at
https://vericidx.com/wp-content/uploads/2022/01/VERICI_PRESENTATION_January-2022-UPDATE_Final-for-the-website-12.01.22.pdf
(https://protect-eu.mimecast.com/s/jPGWC9DABhkq0WX1HEk_9r?domain=urldefense.proofpoint.com)
. Timelines and anticipated dates are forward-looking estimates and should
be regarded as indicative only.
Longer-term vision
Verici believes it has built a foundation for the longer-term to build and
leverage its emergent data assets within and beyond kidney transplant into
other organs and auto-immune disease, while commercialising the Company's
well-differentiated core products and capabilities.
Verici recognises a longer-term opportunity to utilise data insights generated
through its analysis of RNA signatures. The data, whilst supporting the
commercialisation of Verici's existing products, has the potential to spur
further innovation in product development and is also potentially valuable to
third parties. Third party income-generating collaborations with the Company
could benefit research, therapeutic development including clinical trial
enrichment, or longer-term studies post-approval.
In January 2022, the Company announced early-adopter deployment of the
Illumina Connected Analytics platform which is expected to be a useful tool in
being able to assimilate, analyse and share data with and from such third
parties.
In April 2021, the Company announced it had entered into a Material Transfer
Agreement ("MTA") with the Icahn School of Medicine at Mount Sinai for the lab
of Principal Investigator Dr. Peter Heeger to provide access to samples from
CTOT-19 2 trial. The Company will use this access to further support its
drive to validate the performance and development of its two leading products,
Clarava™ and Tuteva™. The access to the CTOT-19 samples provides the
Company with to a large number of well-characterised patient samples.
Verici recognizes that independent publications by CTOT expected later this
year and next year provides an important element of the total evidence
supporting credible commercial products
The Directors believe that Clarava™ and Protega™ have very few or no
direct competitors. Tuteva™, the immediate post-transplant test focused upon
acute cellular rejection, operates in a more competitive than Clarava™;
however, the Directors believe Tuteva™ is favourably placed in its
competitive landscape by offering both relatively high PPV and NPV scores for
genomic testing. The Company chose to carry out its clinical validation
studies on a general population (often referred to as an all-comers study)
rather than choosing a high-risk population, which has been the most common
type of study amongst Tuteva's™ competitors to date. The Directors believe
this will provide Tuteva™ with a competitive advantage, and is recognised as
particularly valuable to clinicians, as the data from the study will reflect
how the product is expected to operate in a real-world setting. The Company
aims to price its products competitively in the market, with an indication of
price determination possible later this year.
Verici believes it has a well characterised data set which provides the
foundation for a leading competitive advantage. Through its RNA Sequencing
techniques the data from each patient's entire transcriptome is captured,
enabling identification of additional biomarkers and evaluation of their
potential utility in the field of kidney transplant and potentially other
diagnostic fields. Additional competitive advantages could be derived from the
evaluation of longitudinal clinical data including therapeutic dosing
benefits, the use of AI in conjunction with digital pathology to support
standardisation in the prediction and diagnosis of transplant rejection and
therapy, and the ability to match patient outcomes to other data including
markers to support faster innovation in the assessment and treatment of kidney
rejection.
To support this longer-term vision, the Company will be using a portion of the
net proceeds from the Fundraise to build out a "clinician's platform" in
transplant, which in the near term will focus on kidney transplant but on a
longer term could expand to other auto-immune diseases and other organs.
Use of Proceeds
Whilst there is no immediate cash requirement, the Company stated its
expectations at the time of the IPO that it would be likely to raise
additional funds in 2022. The net proceeds from the Fundraise, estimated to be
approximately £9.4 million net, together with the Group's existing cash
balances (which were £7.7 million as at 31 December 2021) will finance the
strategic development plan over the short term.
The Board has identified additional working capital needed to advance toward
key milestones for Protega™ while efficiently leveraging the sites set up
for the validation studies on existing products Clarava™ and Tuteva™. This
will allow an accelerated pathway toward validation for Protega™ and
exploit financial efficiencies available from using existing sites. Subject to
validation data, the Company will have an end-to-end product suite for kidney
transplant testing in which the tests inform clinical decision making at each
stage in the transplant journey, identified as a strong competitive advantage.
In addition to funding Protega™, the Fundraise will also enable the Company
to continue to push commercialisation for the two lead products and carry out
planned improvements to the CLIA approved laboratory ahead of schedule. The
laboratory upgrades will accelerate capabilities ahead of marketing the
Company's two leading products.
The Company intends to use some of the proceeds to build on longer term,
potentially complementary opportunities to leverage its data assets, add new
technology and use AI capability to support and enhance the use of Verici Dx
product tests alongside histopathology imagery and in the analysis of whole
transcriptome and other data. These opportunities support the Company's
objective of supporting clinicians in the delivery of increasingly
personalised transplant medicine.
Principal Risks and Uncertainties
Information on the risks and uncertainties relating the Company, its
operations and to an investment in its shares can be found in Part 2 of the
Company's Admission Document, as well as the annual report and accounts, which
are each available online at
https://vericidx.com/investors/documents-and-presentations/. In addition to
those risks set out in the aforementioned documents, there are inherent risks
with any clinical trial. The Company's Protega(TM) product is not exempt from
these risks and as a result the Company may be unable to develop, obtain
regulatory approval for, or commercialise this product successfully.
US Securities Law Restrictions
The Placing Shares have not been, and will not be, registered under the US
Securities Act or under any securities laws of any state or other jurisdiction
of the United States. The Placing Shares will be offered or sold only to
non-US Persons in "offshore transactions" as defined in and pursuant to
Regulation S or otherwise in transactions that are exempt from, or not subject
to, the registration requirements of the US Securities Act.
The Placing Shares offered to non-US Persons in the Placing will be subject to
the conditions listed under Rule 903(b)(3), or Category 3, of Regulation S.
Under Category 3, "offering restrictions" (as defined in Regulation S) must be
in place in connection with the Placing and additional restrictions are
imposed on resales of the Placing Shares. Purchasers of the Placing Shares may
not offer, sell, pledge or otherwise transfer Placing Shares, directly or
indirectly, in or into the United States or to, or for the account or benefit
of, any US Person, except pursuant to a transaction meeting the requirements
of Rules 901 to 905 (including the Preliminary Notes) of Regulation S,
pursuant to an effective registration statement under the US Securities Act or
pursuant to an exemption from the registration requirements of the US
Securities Act. All Placing Shares sold to non-US Persons in "offshore
transactions" will be subject to these restrictions until the expiration of
the Distribution Compliance Period. Hedging transactions in the Placing Shares
may not be conducted, directly or indirectly, unless in compliance with the US
Securities Act.
Participation in the Placing
Christopher Mills / Harwood Capital LLP 3 ("Harwood Capital"), a Substantial
Shareholder (as defined in the AIM Rules for Companies) has indicated its
intention to participate in the Placing. Harwood's proposed participation
would constitute a related party transaction under Rule 13 of the AIM Rules.
In addition, EKF Diagnostics Holdings plc ("EKF"), a 1.89% holder in the
Company, has also indicated its intention to participate in the Placing.
Harwood Capital is a substantial shareholder in both Verici and EKF, owning
approximately 20.0% of Verici and approximately 28.5% of EKF. Christopher
Mills is Chair of EKF, of which Julian Baines, Chair of Verici, is Deputy
Chairman. However, EKF does not fall under the definition of a related party
to Verici under the AIM Rules and therefore its proposed investment in the
Placing does not qualify as a related party transaction under Rule 13, the
participation by EKF in the Fundraise has nonetheless been closely considered.
EKF intends that any new ordinary shares received as a result of its
participation in the Fundraise will be distributed to its own underlying
shareholders along with EKF's existing shareholding in the Company as soon as
reasonably practicable and subject to appropriate arrangements to maintain an
orderly market in Verici's shares following such distribution.
Further details of the participation by Harwood Capital and EKF in the Placing
will be set out in a separate announcement
IMPORTANT NOTICES
This Announcement, or any copy of it, including the appendices and information
contained within it, is restricted and is not for publication, release,
transmission, distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States (other than pursuant to certain
limited exemptions described below), Australia, Canada, Japan or the Republic
of South Africa or any other jurisdiction in which publication, release or
distribution would be unlawful (or to any persons in any of those
jurisdictions). This Announcement is for information purposes only and does
not constitute an offer to sell or issue, or the solicitation of an offer to
buy, acquire or subscribe for shares in the capital of the Company in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia) subject to the limited exceptions
described below, or Australia, Canada, Japan or the Republic of South Africa
or any other state or jurisdiction (or to any persons in any of those
jurisdictions) 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. This Announcement has not been approved by the London Stock
Exchange, nor is it intended that it will be so approved. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered under the US
Securities Act 1933, as amended (the "US Securities Act") or with any
securities regulatory authority or under any securities laws of any state or
other jurisdiction of the United States and may not be offered, sold, resold,
pledged, transferred or delivered, directly or indirectly, in or into the
United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act and in compliance with the securities laws of any state or any other
jurisdiction of the United States. Accordingly, the Placing Shares will be
offered and sold only outside of the United States in "offshore transactions"
(as such term is defined in Regulation S under the US Securities Act) pursuant
to Regulation S and otherwise in accordance with applicable laws. No public
offering of securities is being made in the United States. The Placing has not
been approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the Placing Shares. Subject to
certain exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan or the Republic of South
Africa or to, or for the account or benefit of, any national, resident or
citizen of the United States, Australia, Canada, Japan or the Republic of
South Africa.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption from the requirement to produce a prospectus under
the EU Prospectus Regulation or the UK Prospectus Regulation.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
No prospectus has been or will be made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to
be published. Members of the public are not eligible to take part in the
Placing. This Announcement (including the terms and conditions contained in
this Announcement) is for information purposes only and (unless otherwise
agreed by Singer Capital Markets) is directed at and is only being distributed
to: (a) persons in member states of the EEA who are qualified investors within
the meaning of Article 2(e) of the EU Prospectus Regulation ("EEA Qualified
Investors"); (b) persons in the United Kingdom, who are qualified investors,
being persons falling within the meaning of Article 2(e) of the UK Prospectus
Regulation, and who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling
within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) persons to whom it may otherwise
lawfully be communicated, (each such persons in (a), (b) and (c) together
being referred to as "Relevant Persons"). This Announcement (including the
terms and conditions set out in this Announcement) 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 (including the
terms and conditions set out herein) relates is available only to, and will be
engaged in only with, Relevant Persons.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by Singer Capital Markets, or by any of
their respective partners, directors, officers, employees, advisers,
consultants or affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested person or its advisers, and any liability therefore is
expressly disclaimed. The information in this Announcement is subject to
change.
Singer Capital Markets, which is authorised and regulated in the United
Kingdom by the FCA is acting solely for the Company and no-one else in
connection with the Placing and the transactions and arrangements described in
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. Singer Capital
Markets is not responsible to anyone other than the Company for providing the
protections afforded to clients of Singer Capital Markets or for providing
advice in connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser to
the Company for the purposes of the AIM Rules and no-one else in connection
with the Placing and the transactions and arrangements described in this
Announcement and will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. SCM Advisory is
not responsible to anyone other than the Company for providing the protections
afforded to clients of SCM Advisory or for providing advice in connection with
the contents of this Announcement, the Placing or the transactions and
arrangements described herein. SCM Advisory's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the Company or to
any Director or to any other person.
None of the information in this Announcement has been independently verified
or approved by Singer Capital Markets or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates. Save for
any responsibilities or liabilities, if any, imposed on Singer Capital Markets
by FSMA or by the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or otherwise, is
accepted by Singer Capital Markets or any of its partners, directors,
officers, employees, advisers, consultants or affiliates whatsoever for the
contents of the information contained in this Announcement (including, but not
limited to, any errors, omissions or inaccuracies in the information or any
opinions) or for any other statement made or purported to be made by or on
behalf of Singer Capital Markets or any of its partners, directors, officers,
employees, advisers, consultants or affiliates in connection with the Company,
the Placing Shares or the Placing or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the Placing.
Singer Capital Markets and its partners, directors, officers, employees,
advisers, consultants and affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort, contract or
otherwise in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied, is made by
Singer Capital Markets or any of its partners, directors, officers, employees,
advisers, consultants or affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Singer Capital Markets or any of their respective affiliates or
any person acting on its or their behalf that would permit an offering of the
Placing Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to the 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 Singer
Capital Markets to inform themselves about, and to observe, such restrictions.
Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward a copy of
this Announcement (or any part thereof) should seek appropriate advice before
taking any action.
In connection with the Placing, Singer Capital Markets and any of its
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts or otherwise deal
for their own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition,
placing or dealing by, Singer Capital Markets and any of its affiliates acting
in such capacity. In addition, Singer Capital Markets and any of its
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of shares. Singer
Capital Markets does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
This Announcement may contain and the Company may make verbal statements
containing "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", "would", "likely", "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. There are a number of factors
that could cause actual results or developments to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
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. No representation or warranty is made
as to the achievement or reasonableness of, and no reliance should be placed
on, such 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. These forward-looking statements reflect the Company's judgment
at the date of this Announcement and are not intended to give any assurance as
to future results and the Company cautions that its actual results of
operations and financial condition, and the development of the industry in
which it operates, may differ materially from those made in or suggested by
the forward-looking statements contained in this Announcement and/or
information incorporated by reference into this Announcement. The information
contained in this Announcement is subject to change without notice and except
as required by applicable law or regulation, the Company, its directors,
Singer Capital Markets, their respective affiliates and any person acting on
its or their behalf each expressly disclaims any obligation or undertaking to
publish any updates, supplements 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 statements are based, except
where required to do so under applicable law or regulation or by the FCA or
the London Stock Exchange.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by Singer Capital
Markets. This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not intended to
provide the basis for any decision in respect of the Company or other
evaluation of any securities of the Company or any other entity and should not
be considered as a recommendation that any investor should subscribe for,
purchase, otherwise acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring Placing Shares
pursuant to the Placing are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this Announcement. The price and value of securities can go down
as well as up and past performance is not a guide to future performance, and
investors may not get back the full amount invested upon the disposal of such
securities. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business or
tax advice.
No statement in this Announcement is intended to be a profit forecast or
estimate or be relied upon as a guide to future performance, and no statement
in this Announcement should be interpreted to mean that earnings per share or
income, cash flow from operations or free cash flow for the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
References in this Announcement to other reports or materials, such as a
website address, have been provided to direct the reader to other sources of
information on the Company which may be of interest. Neither the content of
the Company's website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this Announcement.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than AIM.
The Appendix to this Announcement (which forms part of this Announcement) sets
out further information relating to the terms and conditions of the Placing
and the Bookbuild. Persons who choose to participate in the Placing, by making
an oral or written offer to subscribe for Placing Shares, will be deemed to
have read and understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to the
conditions in this Announcement and to be providing the representations,
warranties, agreements, acknowledgements and undertakings contained in the
Appendix.
Information to Distributors
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Singer Capital Markets or any of its affiliates that would permit
an offering of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to the
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 Singer Capital Markets to inform themselves about, and to observe,
such restrictions.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Singer Capital Markets will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Singer Capital
Markets will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING
THIS ANNOUNCEMENT (INCLUDING 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 EEA QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF 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; OR (3) OTHERWISE,
PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD 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 THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD,
PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES
ACT, IN EACH CASE, AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE
WITH REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS AND; (II) IN THE UNITED STATES TO A LIMITED NUMBER OF
"QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US
SECURITIES ACT; OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. ANY OFFER OR SALE OF
PLACING SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO
ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS AMENDED. THERE
WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE
WHERE SUCH OFFERING WOULD BE UNLAWFUL. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND,
IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. THE DISTRIBUTION
OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce 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 FSMA does not
require the approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction outside 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 action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement.
Each Placee which confirms its agreement to Singer Capital Markets (whether
orally or in writing) to subscribe for Placing Shares under the Placing,
hereby agrees with Singer Capital Markets and the Company that it will be
bound by these terms and conditions and will be deemed to have accepted them.
Singer Capital Markets may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations as it (in its absolute discretion) sees fit and/or may
require any such Placee to execute a separate placing letter.
Singer Capital Markets makes no representation to any Placees regarding an
investment in the Placing Shares. Neither Singer Capital Markets nor any of
their respective affiliates, agents, directors, officers, employees or
consultants make any representation to any Placees regarding an investment in
the Placing Shares. The Placing does not constitute a recommendation or
financial product advice and Singer Capital Markets has not had regard to
particular objectives, financial situation and needs for each of the Placees.
By participating in the Bookbuild and the Placing, each Placee, by making an
oral 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 herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) 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:
it is a Qualified Investor within the meaning of Article 2(e) of the UK
Prospectus Regulation; and
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:
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 Singer Capital Markets has been
given to the offer or resale; or
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:
it is a Qualified Investor within the meaning of Article 2(e) of the EU
Prospectus Regulation; and
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:
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 Singer Capital Markets has been
given to the offer or resale; or
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 herein;
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 Announcement; and
6. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
The Company and Singer Capital Markets will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and agreements.
Each Placee hereby agrees with Singer Capital Markets and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued. A Placee shall, without limitation,
become so bound if Singer Capital Markets confirms to such Placee its
allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Placing Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
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
Financial Conduct Authority (the "FCA") in relation to the Placing or the
Placing Shares and Placees' commitments will be made solely on the basis of
their own assessment of the Company, the Placing Shares and the Placing based
on the information contained in this Announcement and the announcement of the
results of the Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any information publicly announced through a
regulatory information service ("RIS") by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the trade confirmation sent to
Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Singer Capital Markets or the Company or any
other person and none of Singer Capital Markets, the Company nor any other
person acting on such person's behalf nor any of their respective affiliates
has or shall have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of the Company
in accepting a participation in the Placing.
No Placee should consider any information in this Announcement to be legal,
financial, tax or business advice. Each Placee should consult its own legal
advisor, tax advisor, financial advisor and business advisor for legal, tax,
business and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Singer Capital Markets is acting as sole broker and bookrunner in connection
with the Placing and has entered into the Placing Agreement with the Company
under which, on the terms and subject to the conditions set out in the Placing
Agreement, Singer Capital Markets, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure placees for the Placing
Shares. The Placing is not being underwritten by Singer Capital Markets or any
other person.
The price per Ordinary Share at which the Placing Shares are to be placed is
35 pence (the "Issue Price"). The timing of the closing of the book and
allocations are at the discretion of the Company and Singer Capital Markets.
Details of the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares will be made up of a number of new Ordinary Shares issued
and allotted by the Company. Accordingly, by participating in the Placing,
Placees agree to subscribe for Placing Shares.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Company's
Articles of Association and rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the Ordinary
Shares after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges, encumbrances and
equities.
Application for listing and 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 of the Placing Shares will become effective at
8.00 a.m. on 14 March 2022 (or such later time or date as Singer Capital
Markets may agree with the Company, being no later than 8.00 a.m. on 25
March2022) and that dealings in the Placing Shares on AIM will commence at
that time.
Bookbuild
Singer Capital Markets will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by Placees (the
"Bookbuild"). 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.
Singer Capital Markets and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
Singer Capital Markets is acting as sole broker and bookrunner to the Placing,
as agent for and on behalf of the Company, on the terms and subject to the
conditions of the Placing Agreement. SCM Advisory is acting as nominated
adviser to the Company in connection with the Placing and Admission. Each of
Singer Capital Markets and SCM Advisory are authorised and regulated entities
in the United Kingdom by the FCA and are acting exclusively for the Company
and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the Company in
relation to the matters described in this Announcement.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by Singer Capital Markets. Singer
Capital Markets may itself agree to be a Placee in respect of all or some of
the Placing Shares or may nominate any member of its group to do so. Singer
Capital Markets and any of their respective affiliates are entitled to enter
bids in the Bookbuild as principal.
The Bookbuild if successful, will establish the aggregate amount payable to
Singer Capital Markets, as settlement agents for the Company, by all Placees
whose bids are successful. The final number of Placing Shares will be agreed
between Singer Capital Markets and the Company following completion of the
Bookbuild. Following a successful completion of the Bookbuild, the Company
will confirm the closing of the Placing via the Result of Placing
Announcement.
To bid in the Bookbuild, prospective Placees should communicate their bid
orally by telephone or in writing to their usual sales contact at Singer
Capital Markets. Each bid should state the aggregate number of Placing Shares
which the prospective Placee wishes to subscribe for at the Issue Price. Bids
may be scaled down by Singer Capital Markets on the basis referred to in
paragraph 6 below. Singer Capital Markets reserves the right not to accept
bids or to accept bids in part rather than in whole. The acceptance of the
bids shall be at Singer Capital Markets' absolute discretion, subject to
agreement with the Company.
The Bookbuild will open with immediate effect following release of this
Announcement and is expected to close no later than 4.30 p.m. on 4 March 2022
but may be closed earlier or later at the discretion of Singer Capital
Markets. Singer Capital Markets may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. The Company reserves
the right (upon the prior agreement of Singer Capital Markets) to vary the
number of shares to be issued pursuant to the Placing, in its absolute
discretion.
Allocations of the Placing Shares will be determined by Singer Capital Markets
after consultation with the Company (and in accordance with Singer Capital
Markets' allocation policy as has been supplied by Singer Capital Markets to
the Company in advance of such consultation). Allocations will be confirmed
orally by Singer Capital Markets and a trade confirmation will be despatched
as soon as possible thereafter. Singer Capital Markets' oral confirmation to
such Placee constitutes an irrevocable legally binding commitment upon such
person (who will at that point become a Placee), in favour of Singer Capital
Markets and the Company, to subscribe for the number of Placing Shares
allocated to it and to pay the Issue Price in respect of each such share on
the terms and conditions set out in this Appendix and in accordance with the
Company's Articles of Association. A bid in the Bookbuild 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 Singer
Capital Markets' consent, such commitment will not be capable of variation,
termination, rescission or revocation after the time at which it is submitted.
Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Singer Capital Markets, as agent for the Company, to pay
to it (or as it may direct) in cleared funds an amount equal to the product of
the 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.
Each Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee. The terms of this Appendix will be deemed
incorporated in that trade confirmation.
Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be
subscribed/purchased for pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration and
Settlement".
All obligations under the Bookbuild and the Placing will be subject to
fulfilment or (where applicable) waiver 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 "Right to terminate under the Placing
Agreement".
By participating in the Placing, 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.
To the fullest extent permissible by law, none of Singer Capital Markets, the
Company nor any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability (whether in contract,
tort or otherwise) to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Singer Capital
Markets, the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties) in respect
of Singer Capital Markets' conduct of the Placing or of such alternative
method of effecting the Placing as Singer Capital Markets and the Company may
agree.
The Placing Shares will be issued subject to the terms and conditions of this
Appendix and each Placee's commitment to subscribe for Placing Shares on the
terms set out herein will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Placing and Placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's or Singer Capital Markets' conduct of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. Singer Capital Markets' obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others) (the
"Conditions"):
the performance by the Company of certain specified obligations under the
Placing Agreement to the extent that they fall to be performed prior to
Admission;
agreement by the Company and Singer Capital Markets of the final number of
Placing Shares to be issued at the Issue Price pursuant to the Placing and the
allocation of such Placing Shares to Placees;
the Placing together with the Subscription raising not less than £10 million,
which may not occur contemporaneously;
Singer Capital Markets not having exercised their rights to terminate the
Placing Agreement; and
Admission occurring no later than 8.00 a.m. on 14 March 2022 (or such later
time or date as Singer Capital Markets may otherwise agree with the Company,
being no later than 8.00 a.m. on 25 March 2022) (the "Closing Date").
Singer Capital Markets may, at its discretion and upon such terms as it thinks
fit, waive compliance by the Company with the whole or any part of any of its
obligations in relation to the Conditions or extend the time or date provided
for fulfilment of any such Conditions in respect of all or any part of the
performance thereof, save in respect of condition 5 above relating to
Admission taking place. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
Singer Capital Markets by the relevant time or date specified (or such later
time or date as Singer Capital Markets may agree with the Company, being no
later than 8.00 a.m. on 25 March 2022); or (ii) the Placing Agreement is
terminated in the circumstances specified below under "Right to terminate
under the Placing Agreement", the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
it or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
Neither Singer Capital Markets nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing (or any part of it), nor for any decision they may make as to
the satisfaction of any Condition or in respect of the Placing generally (or
any part of it), and by participating in the Placing each Placee agrees that
any such decision is within the absolute discretion of Singer Capital Markets.
Placees will have no rights against Singer Capital Markets or any of their
respective members, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
Right to terminate under the Placing Agreement
Singer Capital Markets is entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
the Company fails to comply with any of its obligations under the Placing
Agreement;
it comes to the attention of Singer Capital Markets that any statement
contained within certain documents that have been prepared in connection with
the Placing has become or been discovered to be untrue, inaccurate or
misleading; or
it comes to the attention of Singer Capital Markets that any of the warranties
were untrue or incorrect in any respect; or
any material adverse change has occurred in, inter alia, the financial
position or prospects or business of the Company and its subsidiary
undertakings (taken as whole), in the opinion of Singer Capital Markets
(acting in good faith), whether or not arising in the ordinary course of
business; or
a matter having arisen before Admission which is likely to give rise to an
indemnity claim under the Placing Agreement; or
there has occurred any change in the United Kingdom or monetary, financial,
political, economic, industrial or market conditions (including, without
limitation, fluctuations in exchange rates) or there has occurred any
international or national crisis, act of terrorism or outbreak of hostilities
and/or escalation or extension of any existing hostilities.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
Singer Capital Markets of any right of termination or of any other discretion
under the Placing Agreement shall be within the absolute discretion of Singer
Capital Markets and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or failure to so exercise and (ii) its
rights and obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by Singer Capital Markets of the
allocation and commitments following the close of the Bookbuild.
Enterprise Investment Scheme ("EIS") and Venture Capital Trust ("VCT") Schemes
The Company received advance assurance on 22 October 2020 from HM Revenue
& Customs ("HMRC") that it is a qualifying company for the purposes of the
Enterprise Investment Scheme ("EIS Advance Assurance").
The Company received an opinion from Philip Hare & Associates LLP on 17
January 2022, stating that, based on information provided by the Company, and
notwithstanding that many aspects of the VCT and EIS legislation are
judgmental, that they expect that: (i) investments in Ordinary Shares in the
Company by a VCT would be regarded as qualifying holdings for the purposes of
Part 6 of the Income Tax Act 2007 and would be regarded as "eligible shares"
as defined in section 285(3A) of that Act, provided that the investment by the
VCT (including any existing investment in the Company) will not exceed 15% by
value of its total investments at the date of the investment; and (ii) a
subscription for Ordinary Shares in the Company by individuals would be
regarded as "eligible shares" for EIS purposes as defined in section 173 of
the Income Tax Act 2007. If the Company carries on activities beyond those
disclosed previously to HMRC, then shareholders may cease to qualify for these
tax benefits. Investors must take their own advice and rely on it.
HMRC can no longer consider applications to receive advance assurance that a
company is a qualifying company for the purposes of the Venture Capital Trust
rules ("VCT Advance Assurance") where the details of the potential qualifying
holding are not given.
The assurance does not guarantee the availability of any form of relief under
the Enterprise Investment Scheme to any particular subscriber and there can be
no certainty that either VCT Advance Assurance will be granted by HMRC or that
the EIS Advance Assurance will be reconfirmed.
The status of the EIS/VCT Placing Shares as a qualifying holding for VCT
purposes will be conditional (amongst other things) on the qualifying
conditions being satisfied throughout the period of ownership. The status of
the EIS/VCT Placing Shares as qualifying for EIS Relief will be conditional
(amongst other things) on the qualifying conditions being satisfied, both by
the Company and (as regards those conditions to be met by the investor) the
investor throughout a period of at least three years from the date of issue.
There can be no assurance that the Company will conduct its activities in a
way that will secure or retain qualifying status for VCT and/or EIS purposes
(and indeed circumstances may arise where the directors of the Company believe
that the interests of the Group are not served by seeking to retain such
status). Further, the conditions for VCT Relief and EIS Relief are complex and
relevant investors are recommended to seek their own professional advice
before investing. This paragraph is without prejudice to any separate comfort
letter which may have been given by the Company to certain VCT investors in
connection with the EIS/VCT Placing.
Investors considering taking advantage of EIS Relief or making a qualifying
VCT investment are recommended to seek their own professional advice in order
that they may fully understand how the relief legislation may apply in their
individual circumstances. Any shareholder who is in any doubt as to his
taxation position under the EIS and VCT legislation, or who is subject to tax
in a jurisdiction other than the UK, should consult an appropriate
professional adviser.
Restriction on Further Issue of Shares
The Company has undertaken to Singer Capital Markets that, between the date of
the Placing Agreement and a period of 90 days from Admission (the "Restricted
Period"), neither the Company nor any of its subsidiaries will, without the
prior written consent of Singer Capital Markets, directly or indirectly,
offer, issue, lend, sell or contract to sell, issue options in respect of or
otherwise dispose of or announce an offering or issue of any Ordinary Shares
(or any interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to, Ordinary
Shares or enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing (whether or not legally or contractually
obliged to do so) provided that the foregoing restrictions shall not restrict
the ability of the Company or any other member of the Group during the
Restricted Period to grant options under, or the allotment and issue of shares
pursuant to options under, any employee or non-executive share or option
schemes or long term incentive plans of the Company (in accordance with its
normal practice) or enter into any commitment or agreement or arrangement or
knowingly do or permit to be done any other act or thing which, in any such
case, constitutes a significant new matter which would give rise to any
obligation to make any announcement to the London Stock Exchange or which may
(other than as referred to in the Placing Documents) involve any increase in
or obligation (whether contingent or otherwise) to allot any of the capital of
the Company.
By participating in the Placing, Placees agree that the exercise by Singer
Capital Markets of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the restrictive
provisions on further issuance under the Placing Agreement shall be within the
absolute discretion of Singer Capital Markets and that it need not make any
reference to, or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the power to grant
consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BM8HZD43)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. Singer Capital Markets reserves the right to require settlement
for, and delivery of, the Placing Shares (or any part thereof) to Placees by
such other means that they may deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a trade confirmation stating the number of
Placing Shares allocated to them at the Issue Price, the aggregate amount owed
by such Placee to Singer Capital Markets and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it has in place
with Singer Capital Markets.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by Singer Capital Markets as agent for the Company
and Singer Capital Markets will enter its delivery instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares will take
place on 11 March 2022 for EIS/VCT Placing Shares and on 14 March 2022 for all
other new Ordinary Shares. It is expected that the EIS/VCT Placing Shares will
be issued unconditionally to potential subscribers on 11 March 2022, being the
business day prior to Admission (or such later date as the Company and Singer
Capital Markets may agree in writing, being no later than 24 March 2022). The
issue of the EIS/VCT Placing Shares is not conditional upon the issue of the
balance of the Placing Shares. However, it is conditional, inter alia, on:
the performance by the Company of certain specified obligations under the
Placing Agreement in so far as the same fall to be performed prior to
completion of the EIS/VCT Placing;
the Placing Agreement having been entered into and it having not been
terminated prior to the issue of the EIS/VCT Placing Shares; and
the satisfaction or, where appropriate, the waiver of all other conditions set
out in the Placing Agreement relating to the issue of the EIS/VCT Placing
Shares.
Singer Capital Markets will use the CASS delivery versus payment exemption
(under CASS 6.1.12R and 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of shares and/or funds, in connection
with the Placing.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Singer Capital Markets may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Singer Capital Markets' 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 aggregate amount owed
by it and will be required to bear any stamp duty or stamp duty reserve tax or
other taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any 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 of or agreement to transfer Placing
Shares), neither Singer Capital Markets or the Company shall be responsible
for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Singer Capital Markets (in its
capacity as bookrunner and placing agent of the Company in respect of the
Placing) and the Company, in each case as a fundamental term of their
application for Placing Shares, the following (save where Singer Capital
Markets expressly agrees in writing to the contrary):
it has read and understood this Announcement in its entirety and that its
participation in the Bookbuild and the Placing and 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;
it acknowledges and agrees that its acceptance of its participation in the
Placing on the terms set out in this Announcement is legally binding,
irrevocable and is not capable of termination or rescission by it in any
circumstances;
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 and the 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;
to be bound by the terms of the Articles of Association of the Company;
the person whom it specifies for registration as holder of the Placing Shares
will be (a) itself or (b) its nominee, as the case may be. Neither Singer
Capital Markets or the Company will be responsible for any liability to stamp
duty or stamp duty reserve tax or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee agrees to
indemnify Singer Capital Markets and the Company on an after-tax basis in
respect of any Indemnified Taxes;
neither Singer Capital Markets nor any of its affiliates agents, directors,
officers and employees accepts any responsibility for any acts or omissions of
the Company or any of the directors of the Company or any other person in
connection with the Placing;
time is of the essence as regards its obligations under this Appendix;
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 Singer
Capital Markets;
it will not redistribute, forward, transfer, duplicate or otherwise transmit
this Announcement or any part of it, or any other presentational or other
material concerning the Placing (including electronic copies thereof) to any
person and represents that it has not redistributed, forwarded, transferred,
duplicated, or otherwise transmitted any such documents to any person;
it has not received (and will not receive) a prospectus or other offering
document in connection with the Bookbuild, the Placing or the Placing Shares
and 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;
in connection with the Placing, Singer Capital Markets and any of its
affiliates acting as an investor for its own account may subscribe for Placing
Shares in the Company and in that capacity may retain, purchase or sell for
its own account such Placing Shares in the Company and any securities of the
Company or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares in the Company to Singer Capital Markets or any of its affiliates
acting in such capacity;
Singer Capital Markets and its affiliates may enter into financing
arrangements and swaps with investors in connection with which Singer Capital
Markets and any of its affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing Shares;
Singer Capital Markets does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 11 and 12 above otherwise
than in accordance with any legal or regulatory obligation to do so;
Singer Capital Markets does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
its participation in the Placing is on the basis that it is not and will not
be a client of Singer Capital Markets in connection with its participation in
the Placing and that Singer Capital Markets has no duties or responsibilities
to it for providing the protections afforded to its clients or customers or
for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
the content of the Placing Documents and the Publicly Available Information
has been prepared by and is exclusively the responsibility of the Company (and
such other persons specifically identified as accepting responsibility to
certain parts thereto) and neither Singer Capital Markets nor any of its
affiliates agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation, warranty or
statement contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise 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 the Placing Documents, the
Publicly Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
the only information on which it is entitled to rely and on which such Placee
has relied in committing itself to subscribe for Placing Shares is contained
in the Placing Documents or any Publicly Available Information (save that in
the case of Publicly Available Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 17), such information being all that such
Placee deems necessary or appropriate and sufficient to make an investment
decision in respect of the Placing Shares;
it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by Singer
Capital Markets nor the Company nor any of their respective affiliates,
agents, directors, officers or employees acting on behalf of any of them
(including in any management presentation delivered in respect of the
Bookbuild) with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or otherwise;
neither Singer Capital Markets or the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, nor will provide, it with any material or
information regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly Available
Information; nor has it requested any of Singer Capital Markets or the Company
or any of their respective affiliates or any person acting on behalf of any of
them to provide it with any such material or information;
neither Singer Capital Markets or the Company will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement, provided that nothing in this paragraph
excludes the liability of any person for fraudulent misrepresentation made by
that person;
it may not rely, and has not relied, on any investigation that Singer Capital
Markets, any of its affiliates or any person acting on its behalf, may have
conducted with respect to the Placing Shares, the terms of the Placing or the
Company, and none of such persons has made any representation, express or
implied, with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other information;
in making any decision to subscribe for Placing Shares it:
has such knowledge and experience in financial and business matters to be
capable of evaluating the merits and risks of subscribing for the Placing
Shares;
will not look to Singer Capital Markets for all or part of any such loss it
may suffer;
is experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear, the economic risk
of an investment in the Placing Shares;
is able to sustain a complete loss of an investment in the Placing Shares;
has no need for liquidity with respect to its investment in the Placing
Shares;
has made its own assessment and has satisfied itself concerning the relevant
tax, legal, currency and other economic considerations relevant to its
investment in the Placing Shares; and
has conducted its own due diligence, examination, investigation and assessment
of the Company and Group, the Placing Shares and the terms of the Placing and
has satisfied itself that the information resulting from such investigation is
still current and relied on that investigation for the purposes of its
decision to participate in the Placing;
it is subscribing for the Placing Shares for its own account or for an account
with respect to which it exercises sole investment discretion and has the
authority to make and does make the acknowledgements, representations,
warranties, undertakings and agreements contained in this Appendix;
it is acting as principal only in respect of the Placing or, if it is acting
for any other person, it is:
duly authorised to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person; and
will remain liable to the Company and/or Singer Capital Markets 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);
it and any person acting on its behalf is entitled to subscribe for the
Placing Shares under the laws and regulations of all relevant jurisdictions
that apply to it and that it has fully observed such laws and regulations, has
capacity and authority and is entitled to enter into and perform its
obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in Singer Capital Markets or the Company or any of
their respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
where it is subscribing for Placing Shares for one or more managed accounts,
it is authorised in writing by each managed account to subscribe for the
Placing Shares for each managed account;
it irrevocably appoints any duly authorised officer of Singer Capital Markets
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
subscribe or purchase for upon the terms of this Appendix;
the Placing Shares have not been and will not be registered or otherwise
qualified and that a prospectus will not be cleared in respect of any of the
Placing Shares under the securities laws or legislation of the Restricted
Jurisdictions, or any state, province, territory or jurisdiction thereof;
the Placing Shares may not be offered, sold, or delivered, directly or
indirectly, in or into the Restricted Jurisdictions or any jurisdiction
(subject to certain exceptions) in which it would be unlawful to do so and no
action has been or will be taken by any of the Company or Singer Capital
Markets or any person acting on behalf of the Company or Singer Capital
Markets that would, or is intended to, permit a public offer of the Placing
Shares in the Restricted Jurisdictions or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such action for
that purpose is required;
no action has been or will be taken by any of the Company or Singer Capital
Markets or any person acting on behalf of the Company or Singer Capital
Markets 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;
unless otherwise specifically agreed with Singer Capital Markets, it is not
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, Australia, New Zealand, Japan, the Republic of South Africa or any
province or territory of Canada;
it may be asked to disclose in writing or orally to Singer Capital Markets:
if he or she is an individual, his or her nationality; or
if he or she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned;
it is and the prospective beneficial owner of the Placing Shares is, and at
the time the Placing Shares are subscribed for will be outside the United
States and is acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the US Securities Act;
it has not been offered to purchase or subscribe for Placing Shares by means
of any "directed selling efforts" as defined in Regulation S under the US
Securities Act or by means of any "general solicitation" or "general
advertising" within the meaning of Regulation D under the US Securities Act;
it understands that the Placing Shares have not been, and will not be,
registered under the US Securities Act and may not be offered, sold or resold,
pledged or delivered in or into or from the United States except pursuant to
(i) an effective registration statement under the US Securities Act; or (ii)
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and, in each case, in
accordance with applicable United States state securities laws and
regulations. No representation is being made as to the availability of any
exemption under the US Securities Act for the reoffer, resale, pledge or
transfer of the Placing Shares;
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 US Securities Act;
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;
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;
it understands that the Company has not undertaken to determine whether it
will be treated as a passive foreign investment company ("PFIC") for US
federal income tax purposes for the current year, or whether it is likely to
be so treated for future years and neither the Company nor Singer Capital
Markets make any representation or warranty with respect to the same.
Accordingly, neither the Company nor Singer Capital Markets can provide any
advice to United States investors as to whether the Company is or is not a
PFIC for the current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor Singer Capital Markets undertakes to
provide to United States investors or shareholders any information necessary
or desirable to facilitate their filing of annual information returns, and
United States investors and shareholders should not assume that this
information will be made available to them;
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;
it has not offered or sold and will not offer or sell any Placing Shares to
persons in the EEA except to Qualified Investors or otherwise in circumstances
which have not resulted in and which will not result in an offer to the public
in any member state of the EEA within the meaning of the EU Prospectus
Regulation;
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 Singer Capital Markets has been given to each
proposed offer or resale;
if in the United Kingdom, that it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully
be communicated;
if in the United Kingdom, unless otherwise agreed by Singer Capital Markets,
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 purchasing Placing Shares for investment only and not with a view to
resale or distribution;
it will not make an offer to the public of the Placing Shares and it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom, 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 Financial Services
and Markets Act 2000, as amended ("FSMA");
it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by Singer Capital Markets 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 a financial promotion
by an authorised person;
it has complied and 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 applicable provisions in FSMA and MAR) in respect of anything
done in, from or otherwise involving, the United Kingdom);
if it is a pension fund or investment company, its subscription for/purchase
of Placing Shares is in full compliance with applicable laws and regulations;
it has complied with its obligations under the Criminal Justice Act 1993 and
Articles 8, 10 and 12 of MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof (the "Regulations") and the Money Laundering Sourcebook of the
FCA 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;
in order to ensure compliance with the Regulations, Singer Capital Markets
(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 Singer Capital Markets or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in respect of
the Placing Shares may be retained at Singer Capital Markets' absolute
discretion or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Singer Capital Markets' or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identify Singer Capital Markets (for
itself and as agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either Singer Capital Markets
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. Each Placee
agrees to hold harmless and indemnify on an after-tax basis Singer Capital
Markets and the Company against any liability, loss or cost ensuing due to the
failure to process such application, if such evidence or information as has
been requested has not been provided by it in a timely manner;
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 (depositary
receipts and clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
it (and any person acting on its behalf) has the funds available to pay for
the Placing Shares for which it has agreed to subscribe and acknowledges and
agrees that it will make payment in respect of the Placing Shares allocated to
it in accordance with this Appendix on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other subscribers
or sold as Singer Capital Markets may in its sole discretion determine and
without liability to such Placee, who will remain liable for any amount by
which the net proceeds of such sale falls short of the product of the relevant
Issue Price and the number of Placing Shares allocated to it and will be
required to bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing Shares;
any money held in an account with Singer Capital Markets on behalf of the
Placee and/or any person acting 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 Singer Capital Markets' money in accordance with the client
money rules and will be held by it under a banking relationship and not as
trustee;
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 Singer Capital Markets or 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;
neither Singer Capital Markets nor any of its affiliates, nor any person
acting on behalf of them, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and Singer Capital Markets is not acting for it or its
clients, and that Singer Capital Markets will not be responsible for providing
the protections afforded to customers of Singer Capital Markets or for
providing advice in respect of the transactions described in this
Announcement;
it acknowledges that its commitment to acquire Placing Shares on the terms set
out in this Announcement and in the trade confirmation, contract note 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 Singer Capital Markets' conduct of
the Placing;
if it has received any 'inside information' (for the purposes of MAR and
section 56 of the Criminal Justice Act 1993) in relation to the Company and
its securities in advance of the Placing, it confirms that it has received
such information within the market soundings regime provided for in article 11
of MAR and associated delegated regulations and it has not:
used that inside information to acquire or dispose of securities of the
Company or financial instruments related thereto or cancel or amend an order
concerning the Company's securities or any such financial instruments;
used that inside information to encourage, require, recommend or induce
another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
disclosed such information to any person, prior to the information being made
publicly available;
the rights and remedies of the Company and Singer Capital Markets under the
terms and conditions in this Appendix are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of others;
these terms and conditions of the Placing and any agreements entered into by
it pursuant to these terms and conditions and all agreements to acquire shares
pursuant to the Placing, and all non-contractual or other obligations arising
out of or in connection with them, shall be governed by and construed in
accordance with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or matter
arising out of any such contract (including any dispute regarding the
existence, validity or termination of 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 any interest chargeable
thereon) may be taken by either the Company or Singer Capital Markets 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;
it has neither received nor relied on any confidential price sensitive
information about the Company in accepting this invitation to participate in
the Placing;
it is aware of the obligations regarding insider dealing in the Criminal
Justice Act 1993, FSMA, MAR and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, 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;
that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its Ordinary Shares in
accordance with the Disclosure Guidance and Transparency Rules published by
the FCA;
it undertakes to Singer Capital Markets at the time of making its commitment
to subscribe for Placing Shares that it will confirm in writing to Singer
Capital Markets in the form of confirmation sent by Singer Capital Markets to
Placees the number of Placing Shares and it intends to subscribe for and in
respect of which VCT Relief or EIS Relief will be sought (or which will
otherwise comprise Relevant Funding) and those Placing Shares in respect of
which such relief will not be sought (or which will otherwise not comprise
Relevant Funding);
it confirms that any of its clients, whether or not identified to Singer
Capital Markets or any of its affiliates, will remain its sole responsibility
and will not become clients of Singer Capital Markets or any of its affiliates
for the purposes of the rules of the FCA or for the purposes of any other
statutory or regulatory provision;
that, as far as it is aware it is not acting in concert (within the meaning
given in the City Code) with any other person in relation to the Company;
that, if they are an existing shareholder of Ordinary Shares in the Company,
they will not be eligible for EIS Relief in respect of any Placing Shares
applied for by them;
it has not done, and will not do, anything in relation to the Placing which
has resulted in or could result in any person being required to publish a
prospectus in relation to the Company or to any Placing Shares in accordance
with FSMA or the Prospectus Regulation or in accordance with any laws
applicable in any part of the European Union or the EEA; and
it agrees that the exercise by Singer Capital Markets of any right of
termination or any right of waiver exercisable by Singer Capital Markets
contained in the Placing Agreement or the exercise of any discretion
thereunder is within the absolute discretion of Singer Capital Markets and
Singer Capital Markets will not have any liability to it whatsoever in
connection with any decision to exercise or not exercise any such rights. Each
Placee acknowledges that if (i) any of the conditions in the Placing Agreement
are not satisfied (or, where relevant, waived); or (ii) the Placing Agreement
is terminated; or (iii) the Placing Agreement does not otherwise become
unconditional in all respects, the Placing will lapse and its rights and
obligations hereunder shall cease and determine at such time and no claim
shall be made by it in respect thereof.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
Singer Capital Markets and are irrevocable. Singer Capital Markets and the
Company and their respective affiliates and others will rely upon the truth
and accuracy of the foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and Singer Capital Markets to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after-tax basis and hold the
Company, Singer Capital Markets and their respective affiliates, agents,
directors, officers and employees 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 Singer
Capital Markets, the Company or any of their respective affiliates, agents,
directors, officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents 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. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM, a market operated by the London Stock Exchange plc.
Singer Capital Markets Securities Limited is authorised and regulated by the
FCA in the United Kingdom and is acting as sole bookrunner exclusively for the
Company and no one else in connection with the Placing and 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 Placing or any other matters referred to in this Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Ordinary Shareholders should not give rise to
any liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Ordinary Shares on AIM (including instruments transferring
Shares and agreements to transfer Ordinary Shares).
Such agreement also assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties
may be payable, for which neither the Company nor Singer Capital Markets will
be responsible and the Placees shall indemnify the Company and Singer Capital
Markets on an after-tax basis for any stamp duty or stamp duty reserve tax or
other similar taxes or duties (together with interest, fines and penalties) in
any jurisdiction paid by the Company or Singer Capital Markets in respect of
any such arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify Singer Capital Markets accordingly. Placees are
advised to consult with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company and Singer Capital Markets are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition by Placees,
including any taxes arising otherwise than under the laws of any country in
the EEA. Each prospective Placee should, therefore, take its own advice as to
whether any such tax liability arises and notify Singer Capital Markets and
the Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold Singer Capital Markets and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes in any jurisdiction to the extent that such
interest, fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
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, whether inside or outside the
UK, by them or any other person on the subscription, acquisition, transfer or
sale by them of any Placing Shares or the agreement by them to subscribe for,
acquire, transfer or sell any Placing Shares.
All times and dates in this Announcement (including this Appendix I to the
Announcement) may be subject to amendment. Singer Capital Markets shall notify
the Placees and any person acting on behalf of the Placees of any changes.
APPENDIX II
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK;
Admission admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
after-tax basis means in relation to any payment made to the Company, Singer Capital Markets
or their respective affiliates, agents, directors, officers and employees in
accordance with Appendix I, that such payment shall be calculated in such a
manner as will ensure that, after taking into account: (i) any tax required to
be deducted or withheld from the payment; (ii) the amount and timing of any
additional tax which becomes payable by the recipient as a result of the
payments being subject to tax in the hands of the recipient of the payment;
and (iii) the amount and timing of any tax benefit which is obtained by the
recipient of the payment to the extent that such tax benefit is attributable
to the matter giving rise to the payment or to the entitlement to, or receipt
of, the payment, or to any tax required to be deducted or withheld from the
payment, the recipient of the payment is in the same after-tax position as
that in which it would have been if the matter giving rise to the payment had
not occurred;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London Stock Exchange;
Announcement this Announcement, including the appendices and the terms and conditions of
the Placing set out in Appendix I;
Articles of Association or Articles the articles of association of the Company as at the date of this Agreement;
Bookbuild the bookbuilding process to be conducted by Singer Capital Markets to arrange
participation by Placees in the Placing;
Certificated or in Certificated form not in uncertificated form (that is, not in CREST);
City Code The City Code on Takeovers and Mergers;
Company Verici Dx Plc;
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear;
CREST Regulations the Uncertificated Securities Regulations 2001, including (i) any enactment or
subordinate legislation which amends or supersedes those regulations; and (ii)
any applicable rules made under those regulations or any such enactment or
subordinate legislation for the time being in force;
Directors or Board the directors of the Company for the time being, together being the board of
directors;
EEA European Economic Area;
EIS Relief relief from UK tax under Part 5 of the Income Tax Act 2007 and any provisions
of UK or European law referred to therein;
EIS/VCT Placing the placing of the EIS/VCT Placing Shares by Singer Capital Markets pursuant
to the Placing Agreement;
EIS/VCT Placing Shares means the new Ordinary Shares to be issued by the Company pursuant to the
EIS/VCT Placing, in the number to be agreed between Singer Capital Markets and
the Company following completion of the Bookbuild;
EU Prospectus Regulation means Regulation (EU) 2017/1129 (as amended and supplemented from time to
time);
Euroclear Euroclear UK & International Limited;
FCA the UK Financial Conduct Authority;
FSMA the Financial Services and Markets Act 2000;
Group the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly);
Issue Price 35p per Ordinary Share;
London Stock Exchange London Stock Exchange plc;
MAR means the EU Market Abuse Regulation (EU) 596/2014 and all delegated or
implementing regulations relating to that Regulation as amended and transposed
into the laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018;
Ordinary Shares ordinary shares of £0.001 each in the capital of the Company;
Placees persons who agree to subscribe for Placing Shares at the Issue Price;
Placing the conditional placing by Singer Capital Markets as agent of the Company of
the Placing Shares at the Issue Price, in accordance with the Placing
Agreement;
Placing Agreement the agreement dated 4 March 2022 between the Company and Singer Capital
Markets relating to the Placing;
Placing Documents this Announcement and the announcement of the results of the Placing;
Placing Shares the new Ordinary Shares expected to be issued pursuant to the Placing;
Publicly Available Information any information publicly announced through a regulatory information
service by or on behalf of the Company on or prior to the date of this
Announcement;
Relevant Funding means any funding received pursuant to an investment, loan or grant from any
investor who: (i) is a venture capital trust (as
defined in Part 6 of the Income Tax Act 2007); or (ii) has claimed, or is
intending to claim, tax relief on that investment under the Seed Enterprise
Investment Scheme (under Part 5A of the Income Tax Act 2007) or the Enterprise
Investment Scheme (under Part 5 of the Income Tax Act 2007);
SCM Advisory Singer Capital Markets Advisory LLP;
Singer Capital Markets Singer Capital Markets Securities Limited;
SDRT Stamp Duty Reserve Tax;
Subscription the issuance and sale by the Company of new Ordinary Shares at the Issue Price
in respect of a private placement transaction with, but separate from, the
Placing;
subsidiary or subsidiary undertaking have the meaning given to such term in the Companies Act 2006;
uncertificated or in uncertificated form in respect of a share or other security, where that share or other security is
recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which may be transferred by
means of CREST;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018;
US Investor Letter the subscription and investor representation letter in the form provided by
the Company to qualified institutional buyers (as defined in Rule 144A under
the US Securities Act);
US Securities Act the US Securities Act of 1933, as amended; and
VCT Relief relief from UK tax under Part 6 of the Income Tax Act 2007 and any provisions
of UK or European law referred to therein.
1 The Center for Medicare and Medicaid Services (CMS) regulates laboratory
testing in the US through the CLIA regime, which requires all clinical
laboratories to be certified before they can accept human samples for
diagnostic testing.
2 Clinical Trials in Organ Transplant or 'CTOT' Home (ctotstudies.org)
(https://urldefense.proofpoint.com/v2/url?u=https-3A__www.ctotstudies.org_index.htm&d=DwMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=1nMs9_ptZtfsK-kSZTRbZW-zBzR_4SSPiX1xvVa-xK0&m=fVFqavv4sO210snCgcrQQLQw1Mk0y9aDVmw-BOMz_5c&s=U4SOSpxiNI51psuHMZV9VqdSAt3gP2wgJgNYTNlEOMw&e=)
CTOT is a cooperative research programme sponsored by the National Institute
of Allergy and Infectious Diseases (NIAID). CTOT is an investigative
consortium for conducting clinical and associated mechanistic studies that
will lead to improved outcomes for transplant recipients. The purpose of these
studies is to improve short and long-term graft and patient survival.
3 Christopher Mills is the controlling shareholder of Harwood Capital, whose
associate companies act as adviser or investment manager to two investment
trusts on whose boards Christopher Mills serves. The interests of Harwood
Capital are therefore aggregated with those of Christopher Mills (which
include those of his immediate family).
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