REG - Verici Dx PLC - Proposed Fundraising
21/07/2025 07:00
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RNS Number : 8280R Verici Dx PLC 21 July 2025
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
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA") AND AS MODIFIED BY
OR UNDER THE EUWA OR OTHER DOMESTIC LAW, INCLUDING BUT NOT LIMITED TO THE
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ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
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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 Dx" or the "Company")
Proposed Fundraising via Placing, Subscription and Retail Offer
Minimum gross proceeds from the Placing and Subscription of £5 million
(approximately $6.7 million)
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, further to the announcement of 11 June 2025, a
proposed equity fundraising (the "Fundraising") to raise funds to support the
commercial scale up of a suite of next generation blood-based tests for the
kidney transplant market.
The Fundraising, consisting of a placing (the "Placing") of new ordinary
shares of 0.1 pence ("Ordinary Shares") in the capital of the Company, a
subscription for new Ordinary Shares and a separate retail offer of new
Ordinary Shares (the "WRAP Retail Offer") via the Winterflood Retail Access
Platform (the "WRAP"), will be conducted at a price of 0.5 pence per new
Ordinary Share (the "Issue Price"). The Issue Price represents a discount of
42.9 per cent. to Verici Dx's closing mid-price on 18 July 2025 (being the
last practicable day prior to the publication of this Announcement).
The Placing is conducted via an accelerated bookbuild (the "Bookbuild") which
will be launched immediately following this Announcement. The Placing is being
made available to certain institutional investors but is not available to the
public.
The Placing will involve the issue of not less than 1,000,000,000 new Ordinary
Shares (the "Placing Shares"), representing at least 412.3 per cent. of the
existing issued ordinary share capital of the Company. In addition, a US
investor intends conditionally to subscribe for 7,439,092 new Ordinary Shares
("Subscription Shares") at the Issue Price via a direct subscription
("Subscription") and, separately, the Company is proposing a WRAP Retail Offer
to new and existing shareholders for up to 100,000,000 new Ordinary Shares at
the Issue Price to raise up to an additional £0.5 million (before expenses).
Fundraising summary:
· Verici Dx is conducting a Placing to raise a minimum of £5 million
(before expenses) through the proposed issue of a minimum of 1,000,000,000
Placing Shares at the Issue Price.
· A US investor intends conditionally to subscribe for 7,439,092
Subscription Shares at the Issue Price, representing approximately £37,195
(approximately $50,000) (before expenses) in aggregate.
· The net proceeds of the Placing and Subscription, which are expected
to amount to at least £5 million (before expenses), will provide the Company
with additional working capital to support the commercial scale up of a suite
of next generation blood-based tests for the kidney transplant market.
· Singer Capital Markets Securities Limited ("Singer Capital Markets")
and Oberon Capital, a trading name of Oberon Investments Limited ("Oberon
Capital"), are acting as Joint Brokers and Joint Bookrunners in respect of the
Placing (together, the "Bookrunners"). Oberon Capital have been appointed as
the Company's Joint Broker, working alongside Singer Capital Markets, with
immediate effect.
· The final number and allocation of the Placing Shares will be
determined by the Bookrunners in consultation with the Company and the result
of the Placing will be announced as soon as practical after the release of
this Announcement.
· Verici Dx will be conducting a conditional WRAP Retail Offer
separately from the Placing and the Subscription to raise up to an additional
£0.5 million (before expenses). A separate announcement will be made by the
Company regarding the WRAP Retail Offer and its terms in due course.
At a general meeting of the Company held on 27 May 2025, allotment and
disapplication of pre-emption rights authorities were obtained which enable
the Directors to issue and allot new Ordinary Shares for cash up to a maximum
aggregate nominal amount of £2,000,000 (representing 2,000,000,000 new
Ordinary Shares in the capital of the Company) (the "May 2025 Authorities").
These May 2025 Authorities will be sufficient for the proposed Fundraising and
will be used for the purposes of issuing any new Ordinary Shares pursuant to
the Fundraising. Consequently, the Company would not need to obtain further
authorities to issue and allot new Ordinary Shares in the Fundraising on a
non-pre-emptive basis.
WRAP Retail Offer
In addition to the Placing and the Subscription, there will be a conditional
WRAP Retail Offer to be launched by the Company separately to raise up to
£0.5 million (before expenses) at the Issue Price. This will provide UK
retail investors with an opportunity to participate in the Fundraising.
The WRAP Retail Offer will be subject to a minimum subscription of £100 per
investor and will be open to new investors and existing shareholders of the
Company within the United Kingdom. Those investors who subscribe for new
Ordinary Shares pursuant to the WRAP Retail Offer (the "WRAP Retail Offer
Shares") will do so pursuant to the terms and conditions of the WRAP Retail
Offer contained in a separate announcement (the "WRAP Retail Offer
Announcement") to be released by the Company in due course, following the
issue of an announcement confirming the result of the Placing and the
Subscription.
For the avoidance of doubt, the WRAP Retail Offer Shares are not part of the
Placing and the Subscription and do not form part of the Placing Shares and
the Subscription Shares. The WRAP Retail Offer will be conditional on
completion of the Placing and the Subscription. Details on admission of WRAP
Retail Offer Shares to trading on AIM will be included in the WRAP Retail
Offer announcement.
Admission to AIM
Application will be made to the London Stock Exchange for admission of the
Placing Shares and the Subscription Shares (together the "New Ordinary
Shares") to trading on AIM. It is expected that admission of all the New
Ordinary Shares will become effective and that dealings in the New Ordinary
Shares will commence at 8.00 a.m. on 24 July 2025 ("Admission").
Background, to and reasons for, the Fundraising
The Directors believe that Verici Dx has an exciting opportunity to accelerate
commercial growth from a suite of next generation tests that address the
kidney transplant market. The Directors believe the business has been
significantly de-risked as it moves from product development into
commercialisation. £31m has been raised to date to fund the development,
clinical validation and commercial launch of the Company's testing suite. Two
products are fully validated and commercially available, and the Company's
lead product, Tutivia™, a test for acute rejection post-transplant, is now
being used by 20 ordering centres in the US and is fully reimbursed by
Medicare at a price of $2,650 a test, providing coverage for approximately 68%
of US transplant patients.
The Directors believe that there is a large and growing market opportunity to
address cases where current testing technology cannot provide accurate results
and therefore are not utilized, as well as displacing existing tests within an
already established biomarker test market.
The Directors are also pleased with the progress made so far with the
Pre-Transplant Risk Assessment Test (PTRA) license with Thermo Fisher than was
announced in Q4 2023. Sales volume based milestone payment and ongoing
royalties are expected to be received as a result of the commercial progress.
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.
As announced on 11 June 2025, as of 31 May 2025, the Company had unaudited net
cash of $1.04 million providing a cash runway to at least the end of July 2025
(before the effects of any additional fundraising).
With minimum gross proceeds from the Placing and Subscription of £5 million,
the Company's cash runway will be extended to mid Q2 2026.
Uses of Proceeds
The net proceeds of the Fundraising will be used, together with the Company's
existing available resources, to:
· fund additional headcount to provide direct sales support for the
scale up of Tutivia™ revenues. Verici Dx currently have only two sales
representatives across 20 ordering centres. This accounts for c.10% of all
kidney transplant procedures in the US. Additional resource will be used to
support increased test usage within the existing ordering centres, as well as
support expansion into other ordering centres;
· fund additional direct sales support to raise awareness of the
Tutivia™. This will focus on increasing interactions with Key Opinion
Leaders, attendance and presentations at key industry conferences and events,
and the production of educational content for a targeted clinical audience;
· fund product development for the Company's urine platform and
Protega™. This could help clinicians to determine the appropriate care
pathways to delay of reduce progressive fibrosis;
· provide additional working capital.
Overall, the Directors consider that the investment of the net proceeds of the
Fundraising has the potential to accelerate commercial growth and support the
scale up of Tutivia™ revenues.
Current Trading
As announced on 30 June 2025, Q1 2025 saw a strong acceleration in Tutivia™
testing orders, with 292 tests recorded, a 68% increase compared to the
previous quarter (Q4 2024), and nearly matching the total of 334 tests ordered
during the entire FY 2024. Momentum has continued into Q2 2025, with 299
Tutivia™ tests ordered in the period.
The Company is also pleased to announce a successful appeal to MolDx, which
has resulted in the effective date for Medicare billing of Tutivia™ tests
being brought forward from 8 February 2025 to 21 November 2024. While
forecasts remain unchanged at this stage, the earlier billing date enables the
Company to invoice for a greater number of historical tests than previously
anticipated, increasing confidence in meeting current market expectations for
FY 2025.
Details of the Placing
The Placing Shares are being offered, subject to the satisfaction of certain
conditions, including Admission occurring no later than 8.00 a.m. on 24 July
2025 (or such later time or date as the Joint Brokers may otherwise agree with
the Company, being no later than 8.00 a.m. on 30 July 2025), set out in the
Appendix I to this Announcement, by way of the Bookbuild which will be
launched immediately following this Announcement.
Singer Capital Markets and Oberon Capital are acting as the Joint Brokers and
Bookrunners in connection with the Placing. The number of Placing Shares will
be agreed by the Company in conjunction with the Bookrunners following the
close of the Bookbuild, and the result of the Placing will be announced as
soon as practicable thereafter ("Results of Placing Announcement"). The timing
of the closing of the Bookbuild, acceptance of any orders received after the
Results of Placing 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 Bookrunners. The Placing is not being underwritten by
Singer Capital Markets, Oberon Capital or any other person.
The Company has obtained clearance from HM Revenue & Customs ("HMRC")
confirming that the Company is a qualifying company for the purposes of the
Enterprise Investment Scheme ("EIS") (the "EIS Advance Assurance"). 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 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 obtained the EIS Advance Assurance and the Company has also
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 then shareholders may cease to qualify for the tax
benefits. Placees must take their own advice and rely on it.
Related Party Transactions
Christopher Mills / Harwood Capital LLP((1)) ("Harwood Capital"), a
Substantial Shareholder in the Company, has/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 of certain
directors, 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 Group, which the Directors
believe could materially affect the Group's ability to achieve its financial
and operating objectives, are detailed on pages 16 to 19 of the 2024 Annual
Report and Accounts (published on 7 July 2025 and available on the Company's
website at https://vericidx.com/investors/annual-reports/). Those risks and
uncertainties do not purport to be an exhaustive list and do not necessarily
comprise all of the risks to which the Group is exposed. In particular, the
Group's performance is likely to be affected by changes in market and/or
economic conditions and in legal, accounting, regulatory and tax requirements.
If any of the risks and uncertainties set out in the 2024 Annual Report and
Accounts were to materialise, the Group's business, financial condition,
results, prospects and/or future operations may be materially adversely
affected. Additional risks and uncertainties not presently known to the
Directors, may also have an adverse effect upon the Group's business,
financial condition, results, prospects and/or future operations.
Expected Timetable of Principal Events
2025
Announcement of the Fundraising 7.00 a.m. on 21 July
Close of Placing and Subscription and Result of Placing and Subscription 21 July
announced
Launch of WRAP Retail Offer 7.00 a.m. on 22 July
Admission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 24 July
Close of WRAP Retail Offer 4:30pm on 28 July
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 plc www.vericidx.com (https://vericidx.com/)
Sara Barrington, CEO Via Walbrook PR
Julian Baines, Chairman
Singer Capital Markets (Nominated Adviser, Joint Broker & Joint Tel: +44 (0)20 7496 3000
Bookrunner)
Phil Davies / Sam Butcher
Oberon Capital (Joint Broker & Joint Bookrunner) Tel: +44 (0)20 3179 0500
Mike Seabrook / Adam Pollock / Jessica Cave
Walbrook PR (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or vericidx@walbrookpr.com
(mailto:vericidx@walbrookpr.com)
Alice Woodings / Paul McManus Mob: +44 (0)7407 804 654 / +44 (0)7980 541 893
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 and Oberon Capital) 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, Oberon
Capital, 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.
Oberon Capital, incorporated and registered in England and Wales with
registration number 02198303 whose registered office is at 1st Floor, 12
Hornsby Square, Southfields Business Park, Basildon, Essex, SS15 6SD, United
Kingdom, is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and Oberon will not be responsible to anyone (including any
purchasers of the Placing Shares) 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.
None of the information in this Announcement has been independently verified
or approved by Singer Capital Markets or Oberon Capital (together, the "Joint
Brokers") or any of their respective partners, directors, officers, employees,
advisers, consultants or affiliates. Save for any responsibilities or
liabilities, if any, imposed on the Joint Brokers 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 the Joint Brokers 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 the Joint Brokers 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. The Joint Brokers 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 the Joint Brokers 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, the Joint Brokers 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, Singer Capital
Markets and Oberon Capital 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, the Joint Brokers 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, the Joint Brokers and any of its affiliates acting in
such capacity. In addition, Singer Capital Markets, Oberon Capital and any of
their respective affiliates may enter into financing arrangements (including
swaps) with investors in connection with which the Joint Brokers and any of
their respective affiliates may from time to time acquire, hold or dispose of
shares. The Joint Brokers do 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,
each of the Company, its directors, the Joint Brokers, 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 the Joint
Brokers. 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, the Joint Brokers 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, Singer Capital Markets and Oberon Capital 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 and
Oberon Capital 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 and Oberon Capital 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
THE TERMS AND CONDITIONS SET OUT HEREIN DO NOT APPLY TO THE WRAP RETAIL OFFER.
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 OF OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE 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 the relevant Joint Broker (whether
orally or in writing) to subscribe for Placing Shares under the Placing,
hereby agrees with such Joint Broker and the Company that it will be bound by
these terms and conditions and will be deemed to have accepted them.
The Joint Brokers 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.
The Joint Brokers make no representation to any Placees regarding an
investment in the Placing Shares. Neither of the Joint Brokers nor any of
their respective affiliates, agents, directors, officers, employees or
consultants makes any representation to any Placees regarding an investment in
the Placing Shares. The Placing does not constitute a recommendation or
financial product advice and the Joint Brokers have 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 the Joint Brokers
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:
(c) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
(d) 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 the Joint Brokers 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;
3. 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;
4. 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
5. 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 the Joint Brokers will each rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and agreements.
Each Placee hereby agrees with the Joint Brokers 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 either Joint Broker 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 either of the Joint Brokers or the Company
or any other person and none of the Joint Brokers, 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 and Oberon are acting as joint brokers and joint
bookrunners in connection with the Placing and have entered into the Placing
Agreement with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, Singer Capital Markets and
Oberon, as agents for and on behalf of the Company, have agreed to use their
reasonable endeavours to procure placees for the Placing Shares. The Placing
is not being underwritten by Singer Capital Markets, Oberon or any other
person.
The price per Ordinary Share at which the Placing Shares are to be placed is
0.5 pence (the "Issue Price"). The final number of Placing Shares will be
determined by the Company, Singer Capital Markets and Oberon 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, Singer Capital Markets and Oberon. Details of the
number of Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
The Placing Shares will be made up of a number of new Ordinary Shares issued
and allotted by the Company. Accordingly, by participating in the Placing,
Placees agree to subscribe for Placing Shares.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Company's
Articles of Association and rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the Ordinary
Shares after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges, encumbrances and
equities.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission of the Placing Shares will become effective at
8.00 a.m. on 24 July 2025 (or such later time or date as the Joint Brokers may
agree with the Company, being no later than 8.00 a.m. on 30 July 2025) and
that dealings in the Placing Shares on AIM will commence at that time.
Bookbuild
Singer Capital Markets and Oberon 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.
Oberon, 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 and Oberon are acting as joint brokers and joint
bookrunners to the Placing, as agents for and on behalf of the Company, on the
terms and subject to the conditions of the Placing Agreement. SCM Advisory is
acting as nominated adviser to the Company in connection with the Placing and
Admission. Each of Oberon, 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 Oberon and Singer Capital
Markets. Oberon and/or 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. Oberon, 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 and Oberon, 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, Oberon 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 or Oberon. 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 and Oberon on
the basis referred to in paragraph 6 below. Singer Capital Markets and Oberon
reserve the right not to accept bids or to accept bids in part rather than in
whole. The acceptance of the bids shall be at the absolute discretion of the
Joint Brokers, 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 21 July 2025
but may be closed earlier or later at the discretion of the Joint Brokers. The
Joint Brokers 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 the Joint Brokers) 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 the Joint
Brokers after consultation with the Company (and in accordance with the
allocation policies as have been supplied by the Joint Brokers to the Company
in advance of such consultation). Allocations will be confirmed orally by the
Joint Brokers and a trade confirmation will be despatched as soon as possible
thereafter. The oral confirmation by either Joint Broker to such Placee
constitutes an irrevocable legally binding commitment upon such person (who
will at that point become a Placee), in favour of the relevant Joint Broker
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 the relevant Joint
Broker's 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 each Joint Broker, 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, Oberon, 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, Oberon, 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 the Joint Brokers' conduct of the Placing or
of such alternative method of effecting the Placing as the Joint Brokers 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 the Joint Brokers' 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. The Joint Brokers' 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 the Joint Brokers 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 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;
4. 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;
5. 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;
6. the Company having allotted, subject only to Admission, the New
Ordinary Shares;
7. delivery by the Company of certain customary documents to the Joint
Brokers as requested under the terms of the Placing Agreement;
8. SCM Advisory not having exercised their rights to terminate the
Placing Agreement; and
9. Admission occurring no later than 8.00 a.m. on 24 July 2025 (or such
later time or date as the Joint Brokers may otherwise agree with the Company,
being no later than 8.00 a.m. on 30 July 2025) (the "Closing Date").
The Joint Brokers may, at their 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 6 and 9 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
the Joint Brokers by the relevant time or date specified (or such later time
or date the Joint Brokers may agree with the Company, being no later than 8.00
a.m. on 30 July 2025); 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 of the Joint Brokers 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 the relevant Joint
Broker. Placees will have no rights against the relevant Joint Broker 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
SCM Advisory 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 SCM Advisory
considers 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 SCM Advisory (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 the SCM Advisory considers is
material;
6. there has occurred, or in the opinion of SCM Advisory (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 to the Company to terminate its
role as Nominated Adviser or any matter arises which SCM Advisory 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 SCM Advisory (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
the Joint Brokers or SCM Advisory (as the case may be) of any right of
termination or of any other discretion under the Placing Agreement shall be
within the absolute discretion of the relevant Joint Broker or SCM Advisory
(as the case may be) 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 the relevant Joint Broker 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 17 July 2025,
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 by
the Company. 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 has obtained clearance from HM Revenue & Customs ("HMRC") that
it is a qualifying company for the purposes of the Enterprise Investment
Scheme ("EIS Advance Assurance").
The EIS Advance Assurance does not guarantee to any particular Placee the
availability of any form of relief under the relevant legislation for the EIS.
The EIS/VCT Placing Shares qualifying for EIS Relief 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 the Joint Brokers 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 the Joint Brokers, 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 the Joint
Brokers 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 the Joint Brokers 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. The Joint Brokers reserve 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 the relevant Joint Broker 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 the relevant Joint Broker.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by each Joint Broker as agent for the Company and
each Joint Broker 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 24 July 2025. It is expected that
the EIS/VCT Placing Shares will be allotted unconditionally to potential
Placees on 24 July 2025 (or such later date as the Company and the Joint
Brokers may agree in writing, being no later than 30 July 2025). 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.
The Joint Brokers will use the Client Assets Sourcebook ("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, the Joint Brokers may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the relevant Joint Broker's 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 of the Joint Brokers nor 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 the Joint Brokers (in their
joint capacities as broker, 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 the Joint
Brokers expressly agree 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 of the Joint Brokers nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes or
duties imposed in any jurisdiction (including interest and penalties relating
thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of
such Placee agrees to indemnify each of the Joint Brokers and the Company on
an after-tax basis in respect of any Indemnified Taxes;
6. neither of the Joint Brokers nor any of their respective
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 the Joint Brokers;
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 and, in
particular, that the WRAP Retail Offer referred to in this Announcement is
separate from the Placing and does not form part of any offer or agreement
concerning the Placing and/or any Placing Shares;
11. in connection with the Placing, each of the Joint Brokers and any of
their respective 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 each of the Joint
Brokers or any of their respective affiliates acting in such capacity;
12. either of the Joint Brokers and their respective affiliates may enter
into financing arrangements and swaps with investors in connection with which
such Joint Broker and any of their respective affiliates may from time to time
acquire, hold or dispose of such securities of the Company, including the
Placing Shares;
13. neither of the Joint Brokers intends 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. neither of the Joint Brokers owes 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 either of the Joint Brokers in connection with its
participation in the Placing and that neither of the Joint Brokers has any
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 of the Joint Brokers nor
any of their respective 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 either
of the Joint Brokers 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 of the Joint Brokers 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 the Joint Brokers
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 of the Joint Brokers nor 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 either
of the Joint Brokers, any of their respective 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 either of the Joint Brokers 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 either of the Joint Brokers
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 either of the Joint Brokers 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 each of the
Joint Brokers 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 either of the Joint
Brokers or any person acting on behalf of the Company or either of the Joint
Brokers 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 either of
the Joint Brokers or any person acting on behalf of the Company or either of
the Joint Brokers 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 the Joint Brokers, 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 either of the
Joint Brokers:
(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 either of
the Joint Brokers make any representation or warranty with respect to the
same. Accordingly, neither the Company nor either of the Joint Brokers 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 either of the Joint Brokers
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 either of the Joint Brokers 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 the Joint
Brokers, 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 either of the Joint Brokers 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, each of the Joint
Brokers (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 the Joint Brokers or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Joint Brokers' absolute
discretion or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Joint Brokers or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identify the Joint Brokers (for
itself and as agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either of the Joint Brokers 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 the Joint Brokers
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 either of the Joint Brokers may in their
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 or Oberon 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 the relevant Joint Broker's 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 the Joint Brokers 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 of the Joint Brokers nor any of their respective 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 neither Joint Broker is acting for it or its
clients, and that neither Joint Broker will not be responsible for providing
the protections afforded to its customers 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 either of the Joint
Brokers' 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 the Joint Brokers 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 either of the Joint Brokers 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 each of the Joint Brokers at the time of making its
commitment to subscribe for Placing Shares that it will confirm in writing to
the relevant Joint Broker in the form of confirmation sent by the relevant
Joint Broker 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
either of the Joint Brokers or any of their respective affiliates, will remain
its sole responsibility and will not become clients of the relevant Joint
Broker or any of their respective 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 of any right of termination by SCM
Advisory or any right of waiver exercisable by the Joint Brokers contained in
the Placing Agreement or the exercise of any discretion thereunder is within
the absolute discretion of the Joint Brokers and SCM Advisory and the Joint
Brokers and SCM Advisory 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 the Joint Brokers. The Joint Brokers each reserve 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
the Joint Brokers and are irrevocable. The Joint Brokers 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 the Joint Brokers 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, the Joint Brokers 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 the
Joint Brokers, 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 and Oberon Capital, a trading name
of Oberon Investments Limited, are each authorised and regulated by the FCA in
the United Kingdom and are acting as joint brokers and joint bookrunners
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 the Joint Brokers will be
responsible and the Placees shall indemnify the Company and each of the Joint
Brokers 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 either of the Joint Brokers in respect
of any such arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the relevant Joint Broker accordingly. Placees
are advised to consult with their own advisers regarding the tax aspects of
the subscription for Placing Shares.
The Company and the Joint Brokers 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 the relevant Joint Broker and
the Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Joint Brokers 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. The Joint Brokers 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 New Ordinary 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, the Joint Brokers or
each of 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 the Joint Bookrunners 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);
"City Code" The City Code on Takeovers and Mergers;
"COBS" the FCA Handbook Conduct of Business Sourcebook;
"Company" or "Verici Dx" 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 the Joint Brokers 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 the Joint Brokers 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, as amended;
"Fundraising" the Placing, the Subscription and the WRAP Retail Offer;
"Group" the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly);
"Issue Price" 0.5 pence per new Ordinary Share;
"Joint Brokers" or "Joint Bookrunners" Singer Capital Markets and Oberon Capital;
"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, as amended;
"Material Adverse Change" has the meaning given to such term in the Placing Agreement;
"New Ordinary Shares" means the Placing Shares and the Subscription Shares;
"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 the Joint Brokers 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 the Joint Brokers and the Company following completion of the
Bookbuild;
"Oberon" or "Oberon Capital" Oberon Investments Limited, trading as Oberon Capital;
"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 placing by the Joint Brokers as agents 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 21 July 2025 between the Company, SCM Advisory and the
Joint Brokers 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);
"Restricted Jurisdictions" has the meaning given to it in Appendix I to this Announcement;
"Result of Placing Announcement" the announcement of the result of the Placing;
"Retail Investors" existing shareholders of the Company and new retail investors who are resident
in the United Kingdom who agree conditionally to subscribe for WRAP Retail
Offer Shares in the WRAP Retail Offer;
"SCM Advisory" Singer Capital Markets Advisory LLP;
"SDRT" Stamp Duty Reserve Tax;
"shareholders" holders of Ordinary Shares;
"Singer Capital Markets" Singer Capital Markets Securities Limited;
"Subscription" the conditional subscription by a US investor for the Subscription Shares;
"Subscription Shares" the new Ordinary Shares conditionally subscribed for by a US investor at the
Issue Price via a direct subscription;
"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, as amended;
"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, as amended;
"Uncertificated" or "in uncertificated form" in respect of a share or other security, where that share or other security is
recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations may be transferred by means of CREST;
"US Securities Act" the US Securities Act of 1933, as amended;
"VCT Relief" relief from UK tax under Part 6 of the Income Tax Act 2007 and any provisions
of UK or European law referred to therein;
"WRAP Retail Offer" the proposed conditional offer of the WRAP Retail Offer Shares being made by
the Company to Retail Investors on the Winterflood Retail Access Platform or
'WRAP' (anticipated to be announced shortly following the release of this
Announcement); and
"WRAP Retail Offer Shares" any Ordinary Shares to be issued by the Company under the terms of the WRAP
Retail Offer.
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