REG - Verici Dx PLC - Proposed Fundraising
24/01/2024 07:15
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RNS Number : 6987A Verici Dx PLC 24 January 2024
THIS ANNOUNCEMENT (INCLUDING APPENDICES I AND II) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
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OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END
OF THIS ANNOUNCEMENT.
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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 OR ANY OTHER ENTITY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION RELATING TO VERICI DX PLC AND
ITS SECURITIES FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION
(596/2014/EU) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY
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RELATING TO VERICI DX PLC AND ITS SECURITIES, WHICH IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Verici Dx plc
("Verici" or the "Company")
Proposed Fundraising via Placing and Retail Offer
Minimum gross proceeds from the Placing of £5.50 million (approximately $6.97
million)
FX rate USD 1.268: GBP 1
Definitions contained within Appendix II to this Announcement apply,
unless the context requires otherwise
Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for
organ transplant, announces a proposed placing (the "Placing"), via an
accelerated bookbuild (the "Bookbuild"), of new ordinary shares of 0.1 pence
("Ordinary Shares") in the capital of the Company.
The Placing will be conducted at a price of 9.0 pence per Ordinary Share (the
"Issue Price"). The Issue Price represents a discount of 11.1 per cent. to
Verici's closing mid-price on 23 January 2024 (being the last practicable day
prior to the publication of this Announcement).
The Placing will involve the issue of not less than 61,111,111 new Ordinary
Shares (the "Placing Shares"), representing at least 35.9 per cent. of the
existing issued ordinary share capital of the Company.
In addition to the Placing, it is proposed that there will be a separate
conditional retail offer to existing Shareholders via the BookBuild Platform
(the "Retail Offer" and, together with the Placing, the "Fundraising") to
raise further proceeds for the Company at the Issue Price via the issue of
further new Ordinary Shares (the "Retail Offer Shares", together with the
Placing Shares, the "New Ordinary Shares"). The Retail Offer aims to provide
existing retail Shareholders in the Company with an opportunity to participate
in the Fundraising. A separate announcement will be made by the Company
regarding the Retail Offer and its terms. Those investors who subscribe for
Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the
terms and conditions of the Retail Offer contained in that announcement. The
Placing is not conditional upon the Retail Offer. For the avoidance of doubt,
the Retail Offer is not part of the Placing. The launch of the Retail Offer
will be announced separately following the issue of an announcement confirming
the result of the Placing. The Retail Offer will conclude prior to the
deadline for receipt of voting proxy forms prior to the General Meeting.
Part of the Fundraising is being made pursuant to existing authorities to
allot Ordinary Shares for cash and disapply pre-emption rights under section
551 and section 571 of the Act, which the Directors were granted at the Annual
General Meeting of the Company held on 29 June 2023 ("Existing Authorities").
The Existing Authorities are insufficient to allow the total number of new
Ordinary Shares to be issued pursuant to the Fundraising and Admission to
proceed. Accordingly, the Fundraising is subject to sufficient further
authority to issue and allot new Ordinary Shares on a non-pre-emptive basis
being granted by Shareholders at a general meeting of the Company and is
therefore conditional, inter alia, on the passing of the Resolutions by the
Shareholders at the general meeting proposed to be held by the Company at the
offices of Shoosmiths London at No. 1 Bow Churchyard, London EC4M 9DQ, at
12.00 p.m. on 19 February 2024 (the "General Meeting").
General Meeting
The Fundraising is wholly conditional upon, inter alia, the Resolutions,
which are required to implement the Fundraising, being duly passed by
Shareholders at the General Meeting. Subject to the passing of the
Resolutions, application will be made to the London Stock Exchange for
admission of the New Ordinary Shares. It is expected that admission of the New
Ordinary Shares will become effective and that dealings in the New Ordinary
Shares will commence at 8.00 a.m. on 20 February 2024 ("Admission").
A circular containing, inter alia, further details of the Fundraising and a
notice convening the General Meeting in order to pass the Resolutions (the
"Circular"), is expected to be despatched to Shareholders in the coming days
and the Circular, once published, will be notified and made available on the
Company's website at www.vericidx.com/investors/documents/
(http://www.vericidx.com/investors/documents/)
The issue of the New Ordinary Shares is conditional upon, inter alia, the
approval by the Shareholders of the Resolutions to be proposed at the General
Meeting.
Background, to and reasons for, the Fundraising
The global licensing and commercialisation agreement with the License Partner
(the "License Deal") announced on 15 November 2023 has increased the cash
resources and runway of the Company, by partially monetising value from one of
the products in its portfolio, the pre-transplant test, Clarava(TM), for use
with transplant patients receiving a kidney from a deceased donor. The License
Deal also included payment for a non-exclusive license by the License Partner
to access part of the Company's biorepository of urine samples from transplant
patients.
The Company remains focused on rigorous cost control and current product
development activities are necessarily managed within funds available from
cash resources and future income.
Management intends to deploy more resources in product development and
commercialization (including, but not limited to, through distribution deals,
out-licensing or the creation of strategic value), in order to accelerate and
amplify potential returns.
As of 31 December 2023, the Company had unaudited net cash of c.£2.08 million
($2.64 million) which included c.£1.18 million ($1.50 million) from initial
receipts under the previously announced License Deal. This, in combination
with additional further cash inflows from the License Deal of c.£2.76 million
($3.50m) in 2024 and anticipated Tutivia(TM) and other revenue in FY24 of
c.£2.84 million (c.$3.60m), provides a cash runway into January 2025 (before
the effects of any additional fundraising).
The Company recognises the risks associated with the launch of a new test
(including the time to obtain the initial Local Coverage Determination) and
taking into account the potential timing effects of this for the build-up of
Tutivia(TM) sales in 2024, is reducing its expectations for Tutivia(TM)
revenue for 2024. The effect of this reduction is expected to be at least
partially offset by revenue from other sources including research
collaborations.
There are two additional sources of cash inflows from License Deal which the
Company has assumed will be received in FY25, being a further commercial
milestone payment in addition to ongoing royalties on tests sold.
Management believes that the Placing provides certainty of funds to capitalise
on a number of growth initiatives in parallel with existing activities,
diversify risk and reach outcomes sooner than if the Company were to fund its
corporate development by other means. Following the Placing, the Company's
cash runway will be extended into 2026.
Uses of Proceeds
The License Deal has extended the Company's cash runway and allowed some
re-allocation of resources previously committed to the further development and
commercialisation of Clarava(TM), and has also prompted a fresh evaluation of
growth opportunities.
The net proceeds of the Fundraising will be used, together with the Company's
existing available resources, to:
· fund additional headcount in bioinformatics to support increased
analysis, further validation or utility data and potentially strengthen the
positioning of the existing unlicensed portfolio products, Tutivia(TM) and
Protega(TM), as well as support the creation of potential value in the
Company's research asset (comprising samples and data) over the longer term;
· increase the market development budget to accelerate product
awareness and adoption for existing products, in particular the commercial
stage post-transplant test, Tutivia(TM);
· develop and validate existing product initiatives e.g. the Living
Donor version of the pre-transplant test, Clarava(TM), and the longer term
outcome test, Protega(TM), by analysing current and additional data from an
extended study and/or externally sourced samples; and
· identify prospective new tests complementary to the Company's current
portfolio from its biorepositary and undertake further product development
work.
Overall, the Directors consider that the investment of the net proceeds of the
Fundraising has the potential to amplify the clinical adoption of all of the
Company's products through the generation of a greater number of, and/or
stronger, claims with regard to their application and utility.
Additional funds raised over the requirements for these areas will be used to
provide additional working capital and/or to invest in a suite of value
enhancing initiatives for Verici which may include in-licensing of
complementary technologies and evaluating the application of the Company's
technology and approach to other areas of interest.
Given the anticipated developments in the transplant industry, the Directors
consider that it is a compelling time to invest in a suite of value-enhancing
initiatives for Verici Dx. The planned investments are expected to generate
further newsflow and to enhance the strategic value of the Company overall.
Details of the Fundraising
The Placing Shares are being offered, subject to the satisfaction of certain
conditions set out in the Appendix I 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" or the "Bookrunner") is acting as the sole
bookrunner in connection with the Placing.
The Placing is conditional on, amongst other things, Admission and the passing
of the Resolutions at the General Meeting. The number of Placing Shares will
be agreed by the Company in conjunction with the Bookrunner following the
close of the Bookbuild, and the result of the Placing will be announced as
soon as practicable thereafter ("Results Announcement"). The timing of the
closing of the Bookbuild, acceptance of any orders received after the Results
Announcement, final allocations of the Placing Shares and the total size of
the Placing shall be determined at the absolute discretion of the Company and
the Bookrunner. The Placing is not 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 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 obtained in connection
with a previous placing, 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 and the Placing Shares
as a whole are 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.
Related Party Transactions
Christopher Mills / Harwood Capital LLP(1) ("Harwood Capital"), a Substantial
Shareholder in the Company, have indicated their intention to participate in
the Placing and such participation would constitute related party transactions
under Rule 13 of the AIM Rules. Further details of any participation will be
set out in the Result of Placing Announcement.
The Placing is also expected to include the participation by the Company's
Chairman, and such participation would also constitute a related party
transaction under Rule 13 of the AIM Rules. Further details of this
participation will be set on in the Result of Placing Announcement.
Principal Risks and Material Uncertainties
The principal risks and uncertainties of the Fundraising are detailed on pages
15 to 18 of the 2022 Annual Report and Accounts (published on 6 June 2023).
The Company cannot guarantee that the relevant third parties will be able to
carry out their obligations under the relevant arrangements. Additionally, the
Company's strategy of seeking out-licensing and/or distribution partners will
make it more reliant on third parties for the commercialisation of its product
assets in particular. Although the License Deal provides some reassurance
that commercial terms can be reached with such partners and doing so may
increase the ability to generate income from licensed product(s) being
commercialised by such partners, there can be no certainty that the Company
will be able to consummate similar deals with third parties in the future, or
as to the commercial terms on which such deals can be agreed. Once licensing
or distribution deals are concluded, the Company will be reliant on the
actions of its partners to make progress against commercial milestones and to
achieve sales of products on which the Company would expect to earn royalties.
Any inability to generate such further licensing income on a satisfactory
basis could negatively impact the business and its ability to attain its
strategic goals.
Expected Timetable of Principal Events
2024
Announcement of the Fundraising 7 a.m. on 24 January
Close of Placing and Result of Placing announced 24 January
Posting of Circular 25 January
Launch of Retail Offer via BookBuild platform 25 January
Close of Retail Offer via BookBuild platform 13 February
General Meeting 19 February
Admission and commencement of dealings 20 February
in the Placing Shares and Retail Offer 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.
(1) Christopher Mills is the controlling shareholder and CEO of Harwood
Capital LLP and its associate Harwood Capital Management (Gibraltar) Ltd,
which act as administrator or investment manager to two investment trusts on
whose boards Christopher Mills serves. The interests of these investment
trusts are therefore aggregated with those of Christopher Mills (which include
those of his immediate family).
Enquiries:
Verici Dx www.v (http://www.vericidx.com) ericidx (http://www.vericidx.com) .com
(http://www.vericidx.com)
Sara Barrington, CEO Via IR-Connect
Julian Baines, Chairman
Singer Capital Markets (Nominated Adviser & Broker) Tel: 020 7496 3000
Aubrey Powell / Sam Butcher / Jalini Kalaravy
IR-Connect www.ir-connect.co.uk
Lorraine Rees investors@vericidx.com
About Verici Dx plc www.vericidx.com (http://www.vericidx.com)
Verici 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
underlying technology is based upon artificial intelligence assisted
transcriptomic analysis to provide RNA signatures focused upon the immune
response and other biological pathway signals critical for transplant
prognosis of risk of injury, rejection and graft failure from pre-transplant
to late stage. The Company also has a mission to accelerate the pace of
innovation by research using the fully characterised data from the underlying
technology, including through collaboration with medical device,
biopharmaceutical and data science partners.
The foundational research was driven by a deep understanding of cell-mediated
immunity and is enabled by access to expertly curated collaborative studies in
highly informative cohorts in kidney transplant.
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 in Appendix I) 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;
(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 or made verbally
by the Company 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 subscribe for
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.
Appendix I 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 Appendix
I) 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 Appendix I.
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 I) 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 OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH
REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR 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:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom other than Qualified
Investors or in circumstances in which the prior consent of Singer Capital
Markets has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each a "Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Singer Capital Markets has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained 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. 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 US 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 Issue Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of 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 result of the Placing (the "Result of Placing
Announcement") (together, the "Placing Documents") and any 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
9 pence (the "Issue Price"). The final number of Placing Shares will be
determined by the Company and Singer Capital Markets at the close of the
Bookbuild and will be set out in the executed terms of placing (the "Terms of
Placing"). 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.
Subject to the Resolution having been passed at the General Meeting, 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 20 February 2024 (or such later time or date as Singer Capital
Markets may agree with the Company, being no later than 8.00 a.m. on 5
March 2024) 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 I 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
1. 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. 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, any director of the Company or to any other person.
2. 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.
3. 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.
4. 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.
5. The Bookbuild will open with immediate effect following release of this
Announcement and is expected to close no later than 5.00 p.m. on 24 January
2024 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 Placing Shares to be issued pursuant to the Placing, in its absolute
discretion.
6. 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 I 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 I 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.
7. 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.
8. Each Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee. The terms of this Appendix I will be
deemed incorporated in that trade confirmation.
9. 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".
10. 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".
11. 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.
12. 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.
13. The Placing Shares will be issued subject to the terms and conditions of
this Appendix I and each Placee's commitment to subscribe for Placing Shares
on the terms set out herein will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing and Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's 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"):
1. 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;
2. 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;
3. the Resolutions having been passed without amendment by the required
majority at the General Meeting;
4. the Company not being in breach of any of its obligations and
undertakings under the Placing Agreement which fall to be performed or
satisfied prior to Admission;
5. each of the warranties given by the Company contained in the Placing
Agreement being true, accurate and not misleading: (i) as at and on the date
of the Placing Agreement; (ii) as at the time of the execution of the Terms of
Placing; and (iii) as at and on Admission, in each case, as though they had
been given and made at such times and on such dates by reference to the facts
and circumstances from time to time subsisting;
6. no matter having arisen in respect of which indemnification or
contribution may be sought from the Company by any Indemnified Person (such
term as defined in the Placing Agreement) under the Placing Agreement;
7. the Company having allotted, subject only to Admission, the Placing
Shares;
8. delivery by the Company of certain customary documents to Singer
Capital Markets as requested under the terms of the Placing Agreement;
9. Singer Capital Markets not having exercised their rights to terminate
the Placing Agreement; and
10. Admission occurring no later than 8.00 a.m. on 20 February 2024 (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 5 March 2024) (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 Conditions 3 and 10 above. Any such
extension or waiver will not affect Placees' commitments as set out in this
Appendix I.
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 5 March 2024); 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) in the event that:
1. any statement in any document or announcement issued or published by
or on behalf of the Company in connection with the Placing is or has become
untrue, inaccurate or misleading in any respect, or any matter has arisen
which would, if such document or announcement had been issued at that time,
constitute an inaccuracy or omission from such document or announcement;
2. there has been a breach by the Company of any of its obligations,
undertakings or covenants under the Placing Agreement which Singer Capital
Markets consider is material;
3. there has been a breach by the Company of any of the warranties
contained in the Placing Agreement or any of such warranties is not, or ceases
to be, true, accurate and not misleading;
4. in the opinion of Singer Capital Markets (acting in good faith),
there has been a Material Adverse Change;
5. a matter having arisen which is likely to give rise to an indemnity
claim under the Placing Agreement which Singer Capital Markets consider is
material;
6. there has occurred, or in the opinion of Singer Capital Markets
(acting in good faith) it is reasonably likely that there will occur, certain
customary force majeure events;
7. notice has been given by SCM Advisory as Nominated Adviser to the
Company to terminate its role as Nominated Adviser or any matter arises which
SCM Advisory as Nominated Adviser considers (acting in good faith) may
adversely affect its ability to perform its functions under the AIM Rules or
the AIM Rules for Nominated Advisers or fulfil the obligations of a nominated
adviser to the Company; or
8. if the Company's application for Admission is withdrawn or refused by
the London Stock Exchange or, in the opinion of Singer Capital Markets (acting
in good faith), will not be granted.
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.
Venture Capital Trust ("VCT") Schemes
The Company received an opinion from specialist tax advisers on 23 January
2024, stating that, based on information provided by the Company, and
notwithstanding that many aspects of the VCT legislation are judgmental, that
they expect that 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. 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 where the details of the potential qualifying holding are not given.
The advice received by the Company does not guarantee the availability to any
Placee of any form of relief under the relevant legislation for VCT schemes
and there can be no certainty that VCT eligibility will apply.
The status of the EIS/VCT Placing Shares as a qualifying holding for VCT
purposes will in any event be conditional (amongst other things) on the
qualifying conditions being satisfied throughout the period of ownership 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 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 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 their
investment.
Investors considering 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 VCT
legislation, or who is subject to tax in a jurisdiction other than the UK,
should consult an appropriate professional adviser.
Enterprise Investment Scheme ("EIS")
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 has not sought to obtain an updated EIS Advance Assurance from
HMRC. The Company has carried on its business activities as previously
described to the HMRC, but 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.
The EIS Advance Assurance previously obtained by the Company does not
guarantee to any particular Placee the availability of any form of relief
under the relevant legislation for the EIS. The Company has not received
advice in relation to EIS eligibility and there can be no certainty that EIS
eligibility will apply.
The status of the EIS/VCT Placing Shares as a qualifying holding for EIS
purposes will in any event be conditional (amongst other things) on the
qualifying conditions being satisfied throughout the period of ownership 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 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 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 EIS investors in connection with the
EIS/VCT Placing.
Investors considering taking advantage of EIS Relief 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
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 in respect of the Placing Shares on 20 February 2024. It is expected
that the EIS/VCT Placing Shares will be allotted unconditionally to potential
Placees on 19 February 2024, 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 5 March 2024). The allotment and issue of the
EIS/VCT Placing Shares is not conditional upon the allotment and issue of the
balance of the Placing Shares. However, it is conditional, inter alia, on:
(a) 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;
(b) the Placing Agreement having been entered into and it having not been
terminated prior to the issue of the EIS/VCT Placing Shares; and
(c) 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):
1. 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;
2. 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;
3. (a) it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement (including this
Appendix I) and any Publicly Available Information; (b) 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 MAR and
rules and regulations of the London Stock Exchange (including the AIM Rules)
(collectively and together with the information referred to in (a) above, the
"Exchange Information") which includes a description of the Company's business
and the Company's most recent balance sheet and profit and loss account, and
similar statements for preceding financial years, and that it has reviewed
such Exchange Information and that it is able to obtain or access such
information, or comparable information concerning any other publicly traded
company, in each case without undue difficulty; and (c) it has had access to
such financial and other information (including the business, financial
condition, prospects, creditworthiness, status and affairs of the Company, the
Placing and the Placing Shares) concerning the Company, the Placing and the
Placing Shares as it has deemed necessary in connection with its own
investment decision to subscribe for any of the Placing Shares and has
satisfied itself that the information is still current and has relied on that
investigation for the purposes of its decision to participate in the Placing;
4. to be bound by the terms of the Articles of Association of the
Company;
5. 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;
6. 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;
7. time is of the essence as regards its obligations under this
Appendix I;
8. 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;
9. it will not distribute, 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 distributed, forwarded, transferred,
duplicated, or otherwise transmitted any such documents to any person;
10. 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;
11. 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;
12. 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;
13. 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;
14. 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;
15. 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;
16. 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;
17. 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;
18. 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;
19. 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;
20. 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;
21. 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;
22. in making any decision to subscribe for Placing Shares it:
(a) has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing Shares;
(b) will not look to Singer Capital Markets for all or part of any such
loss it may suffer;
(c) is experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates and is aware
that it may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in connection with,
the Placing and has no need for liquidity with respect to its investment in
the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) is aware and understands that an investment in the Placing Shares
involves a considerable degree of risk; and
(g) has had sufficient time and access to information to consider and
conduct its own due diligence, examination, investigation and assessment with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment 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;
23. 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 I;
24. it is acting as principal only in respect of the Placing or, if it is
acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of each such
person; and
(b) 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), and
agrees that the provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is acting;
25. 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 I) 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;
26. 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;
27. 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 I;
28. 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;
29. 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;
30. 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;
31. 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;
32. it may be asked to disclose in writing or orally to Singer Capital
Markets:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
33. 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;
34. 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;
35. 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;
36. 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;
37. 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;
38. 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;
39. 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;
40. 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;
41. 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;
42. 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;
43. 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 COBS and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
44. 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 FSMA;
45. 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;
46. 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);
47. 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;
48. 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;
49. 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;
50. 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;
51. 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 I 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;
52. 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;
53. 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;
54. 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;
55. 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;
56. 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:
(a) 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;
(b) 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
(c) disclosed such information to any person, prior to the information
being made publicly available;
57. the rights and remedies of the Company and Singer Capital Markets
under the terms and conditions in this Appendix I 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;
58. 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;
59. it has neither received nor relied on any confidential price sensitive
information about the Company in accepting this invitation to participate in
the Placing;
60. 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;
61. 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;
62. 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;
63. 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);
64. 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;
65. 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;
66. 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;
67. 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;
68. 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; and
69. a communication that the Placing or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the Placing and securities will be fully
distributed by Singer Capital Markets. Singer Capital Markets reserves the
right to take up a portion of the securities in the Placing as a principal
position at any stage at its sole discretion, among other things, to take
account of the Company's objectives, UK MiFID II requirements and/or its
allocation policies.
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 I 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 I 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 holders of Ordinary Shares 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
Ordinary 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" the market of that name operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published and amended from time to time by the
London Stock Exchange;
AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers published by the London Stock Exchange as
amended from time to time;
"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;
"Bookbuild" the bookbuilding process to be conducted by Singer Capital Markets to arrange
participation by Placees in the Placing;
"Certificated" or in "Certificated form" in respect of a share or other security, where that share or other security is
not in uncertificated form (that is, not in CREST);
"Circular" the Company's circular to members of the Company to be published on or about
25 January 2024 relating to the Fundraising and incorporating the Notice of
General Meeting;
"City Code" The City Code on Takeovers and Mergers;
"COBS" the FCA Handbook Conduct of Business Sourcebook;
"Company" Verici Dx Plc a company registered in England and Wales with registered number
12567827 and having its registered office at Avon House, 19 Stanwell Road,
Penarth, Cardiff, United Kingdom, CF64 2EZ;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear in accordance with the CREST
Regulations;;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), 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, the operator of CREST;
"FCA" the UK Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000;
"Fundraising" the Placing and the Retail Offer;
"General Meeting" the general meeting of the shareholders of the Company expected to be held on
19 February 2024 at 12.00 p.m. (or any reconvened meeting following
adjournment of the general meeting);
"Group" the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly);
"Intermediaries" any financial intermediary that is appointed by Singer Capital Markets in
connection with the Retail Offer after the date of the Placing Agreement and
"Intermediary" shall mean any one of them;
"Issue Price" 9p 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;
"Material Adverse Change" has the meaning given to such term in the Placing Agreement;
"Nominated Adviser" has the meaning given to the expression "nominated adviser" in the AIM Rules;
"Non-EIS/VCT Placing" the placing of the Non-EIS/VCT Placing Shares by Singer Capital Markets
pursuant to the Placing Agreement;
"Non-EIS/VCT Placing Shares" means the new Ordinary Shares to be issued by the Company pursuant to the
Placing that are not EIS/VCT Placing Shares, in the number to be agreed
between Singer Capital Markets and the Company following completion of the
Bookbuild;
"Notice of General Meeting" the notice of the General Meeting contained within the Circular;
"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
comprising the EIS/VCT Placing and the Non-EIS/VCT Placing;
"Placing Agreement" the agreement dated 24 January 2024 between the Company and Singer Capital
Markets relating to the Placing;
"Placing Documents" this Announcement and the Result of Placing Announcement;
"Placing Shares" the EIS/VCT Placing Shares and Non-EIS/VCT Placing 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;
"Regulatory Information Service" the meaning given to it in the AIM Rules;
"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);
"Resolutions" the resolutions contained in the Notice of General Meeting;
"Restricted Jurisdictions" has the meaning given to it in Appendix 1 to this Announcement;
"Result of Placing Announcement" the announcement of the result of the Placing;
"Retail Investors" existing shareholders of the Company who are resident in the United Kingdom
and are a customer of an Intermediary who agrees conditionally to subscribe
for Retail Shares;
"Retail Offer" the offer of the Retail Shares, through Intermediaries, to Retail Investors in
the United Kingdom who are existing holders of Ordinary Shares in the Company
(anticipated to be announced shortly following the release of this
Announcement);
"Retail Shares" any Ordinary Shares to be issued by the Company under the terms of the Retail
Offer;
"SCM Advisory" Singer Capital Markets Advisory LLP;
"SDRT" Stamp Duty Reserve Tax;
"Singer Capital Markets" Singer Capital Markets Securities Limited;
"subsidiary" or "subsidiary undertaking" have the meaning given to such term in the Companies Act 2006;
"Substantial Shareholder" a person who holds any legal or beneficial interest directly or indirectly in
10 per cent. or more of the ordinary shares of a company admitted to trading
on AIM as more fully defined in the AIM Rules;
"Terms of Placing" has the meaning given to it in Appendix 1 to this Announcement;
"UK or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018;
"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;
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