REG - Yourgene Health PLC - Proposed Capital Raising
21/12/2022 14:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221221:nRSU5174Ka&default-theme=true
RNS Number : 5174K Yourgene Health PLC 21 December 2022
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN YOURGENE HEALTH 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 YOURGENE HEALTH PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
For immediate release
21 December 2022
Yourgene Health plc
Proposed Capital Raising to raise a minimum of £5.0 million
Introduction
Yourgene Health plc (AIM: YGEN), a leading international molecular diagnostics
group ("Yourgene" or the "Company" or, together with its subsidiary
undertakings, the "Group"), today announces a proposed Capital Raising (as
defined below) of not less than £5.0 million through the issue of a minimum
1,666,666,665 new ordinary shares of 0.1 pence each ("Ordinary Shares") at
0.30 pence (the "Issue Price") per share.
The Capital Raising will include a placing for a minimum of 1,283,333,333 new
Ordinary Shares (the "Placing Shares") at the Issue Price to raise a minimum
of approximately £3.85 million (before expenses) (the "Placing").
In addition, certain of the directors of the Company (the "Directors" or
the "Board") intend to directly subscribe with the Company for, in aggregate,
383,333,332 new Ordinary Shares at the Issue Price (the "Director
Subscription Shares" (the "Director Subscriptions").
Yourgene also intends to carry out a separate offer of up to 333,333,333 new
Ordinary Shares at the Issue Price on the BookBuild Platform ("BookBuild")
portal (the "Retail Shares" and, together with the Placing Shares and the
Director Subscription Shares, the "Capital Raising Shares") to raise up to a
further £1.0 million (before expenses) (the "Retail Offer"), to provide
existing retail Shareholders in the United Kingdom with an opportunity to
participate in Yourgene's fundraising plans. A separate announcement will be
made in due course regarding the Retail Offer and its terms. For the avoidance
of doubt, the Retail Offer is not part of the Placing.
It is intended that the Placing, the Director Subscriptions and the Retail
Offer (together the "Capital Raising") will result in the Company raising
total gross proceeds of up to £6.0 million.
Singer Capital Markets Securities Limited ("Singer CM") is acting as sole
bookrunner and sole broker in connection with the Placing. Cairn Financial
Advisers LLP ("Cairn") is acting as nominated adviser to Yourgene in
connection with the Admissions (as defined below).
Singer CM will commence a bookbuilding process in respect of the Placing
immediately following the publication of this Announcement (the "Bookbuilding
Process").
Use of proceeds
It is currently anticipated that the Company will raise gross proceeds of not
less than £5.0 million from the Placing and the Director Subscription (the
"Minimum Capital Raising").
● The net proceeds of the Capital Raising will be used to:
o provide near-term working capital; and
o facilitate further restructuring of the Group's cost base, removing £2.0
million of annual operating expenditure.
● The Company will also utilise any additional net
proceeds to fund regulatory approvals and existing product enhancements.
Funding strategy
● In addition to the Capital Raising, the Company has been
progressing strategic corporate initiatives to enable it to execute its growth
plans and further support its working capital requirements by potentially:
o divesting the Group's Taiwanese subsidiary; and
o advancing ongoing discussions regarding a potential strategic investment
from a leading organisation in Yourgene's sector.
● Taking into account the net proceeds of the Minimum
Capital Raising, existing resources and the Company's ability to implement
identified actions to improve margins and realise ongoing cost savings, the
Board expects to have sufficient working capital until the third quarter of
calendar year 2023, assuming that performance is at the median level of
reduced guidance, as contained in the interim results released today, which
the Company regards as conservative. The Group's cash runway can be extended
beyond twelve months should business performance exceed these levels and/or
should either of the Divestment (as defined below) or Strategic Investment (as
defined below) complete within the next six months.
● The Company continues to benefit from the support of its
lender, and expects to progress the Divestment and the Strategic Investment as
soon as reasonably practicable, but should neither of these initiatives
materialise and performance in its core business not exceed the targeted
growth, then the Board would need to consider the wider strategic options
available to it or otherwise seek to raise additional capital.
Capital Raising Highlights
● Capital Raising to raise not less than £5.0 million
(before expenses) through the issue of not less than 1,283,333,333 Placing
Shares and 383,333,332 Director Subscription Shares in aggregate at the Issue
Price.
● The Issue Price represents a discount of approximately
83.8 per cent. to the closing middle market price of 1.85 pence per Ordinary
Share on 20 December 2022, being the latest practicable date prior to the
publication of this Announcement.
● The Capital Raising will take place in two tranches,
with the first tranche of up to 66,080,000 Placing Shares (the "First
Admission Shares") utilising the Company's existing shareholder authorities to
issue new Ordinary Shares on a non-pre-emptive basis. The balance of those
authorities (being 3,920,000 Ordinary Shares) will be issued to Life
Technologies Limited (a subsidiary of Thermo Fisher Scientific) if and to the
extent that it exercises its right to participate in the Placing of the First
Admission Shares in proportion to its current holding of Existing Ordinary
Shares. To the extent that Life Technologies Limited does not exercise that
right, those Ordinary Shares will be available for issue to other investors in
the Capital Raising.
● The second tranche is up to 333,333,333 Retail Shares,
the Director Subscription Shares and 1,217,253,333 further Placing Shares
(together the "Second Admission Shares").
● The issue of the Second Admission Shares is conditional
upon, amongst other things, the passing of resolutions to be put to holders of
Ordinary Shares ("Shareholders") to authorise such issuance (the
"Resolutions") at a general meeting of the Company, proposed to be held at the
offices of Yourgene, Skelton House, Lloyd Street North, Manchester Science
Park, Manchester M15 6SH at 4.00 p.m. on 9 January 2023 (the "General
Meeting").
● The Capital Raising Shares, assuming full take-up of the
Retail Offer, would represent approximately 275.1 per cent. of the existing
issued share capital of the Company (the "Existing Ordinary Shares") and
approximately 73.3 per cent of the share capital as enlarged for such new
issuance.
● Certain of the directors of the Company (the
"Subscribing Directors") intend to subscribe for, in aggregate, 383,333,332
Director Subscription Shares for an aggregate subscription amount of £1.15
million. John Brown, Lyn Rees, Bill Chang, Hayden Jeffreys, Stephen Little,
Joanne Mason and Adam Reynolds intend to participate in the Director
Subscriptions.
● The final number of Placing Shares will be determined by
Singer CM, in consultation with the Company, at the close of the Bookbuilding
Process and the result of the Placing will be announced as soon as practicable
thereafter, along with details of the Director Subscription. The timing for
the close of the Bookbuilding Process and the allocation of the Placing Shares
will be determined together by Singer CM and the Company.
● The Placing is subject to the terms and conditions set
out in the appendix (the "Appendix") to this announcement (this
"Announcement"). The Appendix forms part of this Announcement.
● The Capital Raising is not being underwritten.
Enquiries:
Yourgene Health plc +44 (0)161 669 8122
Lyn Rees (Chief Executive Officer) Investors@yourgene-health.com (mailto:Investors@yourgene-health.com)
Barry Hextall (Chief Financial Officer)
Joanne Cross (Director of Marketing)
Cairn Financial Advisers LLP +44 (0)20 7213 0880
(Nominated Adviser)
Liam Murray / James Caithie / Ludovico Lazzaretti
Singer Capital Markets Securities Limited +44 (0) 20 7496 3000
(Sole Bookrunner)
Aubrey Powell / Tom Salvesen / George Tzimas / Alex Emslie
Walbrook PR +44 (0) 20 7933 8780 or yourgene@walbrookpr.com
(Public Relations Adviser)
Paul McManus / Lianne Applegarth / Mob: 07980 541 893 / 07584 391 303 /
Alice Woodings 07407 804 654
Background to and reasons for the Placing
Yourgene is focussed on accelerating the growth within the Group's core
offerings of Genomic Services, NIPT, Ranger® Technology and PCR tests.
Furthermore, at the start of the current financial year, the Company commenced
a cost restructuring exercise to remove approximately £5 million of
operational expenditure on an annualised basis in order to realign the Group's
cost base to its core strategic focus after the reduction in the UK
Government's COVID-19 testing activities earlier in 2022.
Prior to this, significant investment has been made to improve Yourgene's
offering, its technology as well as its facilities and business processes. The
Directors believe that the benefits from these investments will be realised
over the next three years driven, primarily by leveraging Ranger® Technology
to build commercial relationships within the NIPT and Oncology markets as well
as utilising its improved infrastructure to support obtaining future
regulatory approvals.
The Directors believe that Yourgene is now being recognised for its
capabilities and expertise, this has been demonstrated through its
partnerships with Ambry Genetics and EKF Diagnostics Holdings plc.
As part of the Company's strategic priorities, the Directors intend to
complement the core products and services by adding third party portfolios to
broaden Yourgene's offering and commercial channels. It is expected that this
will improve short-term revenue assurance whilst supporting the development of
longer-term routes to market.
The net proceeds of the Capital Raising will be used to support delivery of
the Company's immediate strategic plans, provide working capital and also
facilitate further cost restructuring to remove a further £2.0 million of
annual operating expenditure over the first half of calendar year 2023.
In addition to the Capital Raising, the Company has been progressing further
strategic initiatives to enable it to execute its growth plans and support its
working capital requirements by potentially:
o divesting the Group's Taiwanese subsidiary (the "Divestment"); and
o advancing ongoing discussions regarding a potential strategic investment
from a leading organisation operating in the same sector as Yourgene (the
"Strategic Investment").
Taking into account the net proceeds of the Minimum Capital Raising, the
identified actions to improve margins and implement cost savings, the Board
expects to have sufficient working capital until the third quarter of calendar
year 2023 assuming that performance is at the median level of reduced
guidance, as contained in the interim results released today, which the
Company regards as conservative. The Group's cash runway can be extended
beyond twelve months should business performance exceed these levels and/or
should either of the Divestment or Strategic Investment complete within the
next six months.
The Company expects to progress the Divestment and Strategic Investment in the
immediate term, but should neither of these initiatives materialise, the Board
would need to consider the wider strategic options available to it or
otherwise seek to raise additional capital.
Current trading and outlook
The Company announced earlier today its unaudited interim results for the six
months ended 30 September 2022 (the "Interim Results"), a copy of which can be
found on the Company's website. Eligible investors considering participation
in the Placing are advised to read the Interim Results in their entirety
alongside this Announcement, including the Important Notices within this
Announcement. Retail investors are not eligible to participate in the Placing,
but retail Shareholders are invited to participate in the Retail Offer and
should additionally read the further announcement to be issued by Yourgene in
the coming days regarding this.
Due to uncertainty around the timing and implementation of contract wins and
realisation of recurring revenue pipeline opportunities, in the interest of
prudence, the Board's expectations for revenue for the current financial year
to 31 March 2023 is within the range of £18.0 million - £20.0 million,
which, while representing a modest downgrade to prior expectations, would
still represent year-on-year growth of 20 per cent. in the Company's core
revenue streams. At current gross margins, this would generate an adjusted
EBITDA loss for the year in the range £3.5 million - £4.5 million before
exceptional items. Guidance for subsequent years will also be tempered.
However, the Board believes there is potential to deliver upside against these
expectations from actions being undertaken to improve gross margins, further
cost savings and/or an increase in the rate of pipeline conversion and
contract implementation.
The Company continues to benefit from the support of its lender and, as stated
above, is in advanced discussions regarding a possible divestment under a
previously announced operational and strategic review, and is also involved in
discussions on a possible strategic investment in the Company. The timelines
for completing these two initiatives run into the next calendar year and, as
neither is guaranteed to complete, the Company has also been preparing
additional funding options as described in this Announcement.
Details of the Capital Raising
Placing
The Company is proposing to raise, in aggregate, not less than £3.85 million
(before commissions, fees and expenses) by means of the Placing. The Placing
Shares, in aggregate, will represent approximately 176.5 per cent. of the
Existing Ordinary Shares.
The Appendix sets out further information relating to the Bookbuilding Process
and the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral, electronic or written offer to
acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be making such
offer on the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.
Singer CM will commence the Bookbuilding Process immediately following the
publication of this Announcement. The number of Placing Shares to be issued
will be determined at the close of the Bookbuilding Process.
The book will open with immediate effect following this Announcement. The
timing of the closing of the Bookbuilding Process and allocations are at the
absolute discretion of Singer CM and the Company. Details of the number of
Placing Shares will be announced as soon as practicable after the close of the
Bookbuilding Process. The Placing is not being underwritten nor is any part
of the Placing subject to clawback from the Retail Offer.
Director Subscriptions
The following Directors intend to subscribe for Capital Raising Shares in the
following amounts and pursuant to the Director Subscription Agreements:
Director Existing beneficial shareholding Director Subscription Shares subscribed for Shareholding on completion of the Capital Raising Shareholding as a percentage of the Enlarged Issued Share Capital (assuming
full take-up of the Retail Offer)
John Brown 352,450 33,333,333 33,685,783 1.24
Bill Chang 80,000,142 200,000,000 280,000,142 10.27
Hayden Jeffreys 688,944 3,333,333 4,022,277 0.15
Stephen Little 6,726,735 26,666,667 33,393,402 1.22
Joanne Mason 61,251 3,333,333 3.394,584 0.12
Lyn Rees 2,037,902 83,333,333 85,371,235 3.13
Adam Reynolds 6,743,773 33,333,333 40,077,106 1.47
Any subscriptions by the Subscribing Directors would constitute related party
transactions for the purposes of Rule 13 of the AIM Rules by virtue of such
persons being directors of the Company and therefore related parties (the
"Transaction"). The independent Directors, being Barry Hextall, Chief
Financial Officer, and Mary Tavener, Non-executive Director, independent of
the Transaction consider, having consulted with Cairn Financial Advisers LLP,
the Company's nominated adviser for the purposes of the AIM Rules, that the
terms of any such Transactions would be fair and reasonable in so far as the
Shareholders are concerned.
In order to provide the Company with additional liquidity until Second
Admission becoming effective, Bill Chang and Lyn Rees, both directors of the
Company, have today entered into agreements between each of them and the
Company under which they have agreed to lend £150,000 and £50,000
respectively to the Group, further details of which will be set out in the
Circular (as defined below) (the "Director Loans"). The Director Loans
constitute a related party transaction for the purposes of Rule 13 of the AIM
Rules by virtue of such persons being directors of the Company and therefore
related parties (the "Loan Transactions"). The Directors independent of the
Loan Transactions consider, having consulted with Cairn Financial Advisers
LLP, the Company's nominated adviser for the purposes of the AIM Rules, that
the terms of the Loan Transactions are fair and reasonable in so far as the
Shareholders are concerned.
Adam Reynolds, a Director of the Company, intends to subscribe for Director
Subscription Shares at the Issue Price, with some of his subscription monies
being offset against fees under his service contract owed to him by the
Company, further details of which will be announced in due course (the "Fee
Shares"). The receipt of Fee Shares would constitute a related party
transaction for the purposes of Rule 13 of the AIM Rules by virtue of Adam
Reynolds being a Director and therefore a related party (the "Fee Share
Transaction"). The Directors independent of the Fee Share Transaction (being
all Directors with the exception of Adam Reynolds) consider, having consulted
with Cairn Financial Advisers LLP, the Company's nominated adviser for the
purposes of the AIM Rules, that the terms of such Fee Share Transaction are
fair and reasonable in so far as the Shareholders are concerned.
Retail Offer
In addition, the Company intends to use the BookBuild platform to conduct an
offer for subscription of up to 333,333,333 Retail Shares on behalf of
Yourgene, on the terms to be set out in a separate announcement to be made
following the issue of a circular to Shareholders in relation to the General
Meeting. The Retail Offer will be conditional upon, amongst other things,
Second Admission becoming effective. The Retail Offer may not be fully
subscribed.
Circular
A circular, containing further details of the Capital Raising and convening
the General Meeting in order to pass the Resolutions (the "Circular"), is
expected to be despatched to Shareholders in due course (and no later than 22
December 2022) and the Circular, once published, will be available on the
Company's website at
www.yourgene-health.com/investors/key-documents/shareholder-communications
(http://www.yourgene-health.com/investors/key-documents/shareholder-communications)
.
The Capital Raising Shares, when issued, will be fully paid and will rank pari
passu in all respects with all other existing Ordinary Shares at the time of
their issue, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue. If all of the
Capital Raising Shares are placed or subscribed for, they would represent an
increase of approximately 275.1 per cent. of the existing issued share capital
of the Company as at the date of this Announcement, and approximately 73.3 per
cent. of the issued share capital as so enlarged.
Board evolution and BGF right to nominate a Director
On or before Second Admission, the following Directors intend to step down
from the Board: Adam Reynolds, Dr. Stephen Little, Hayden Jeffreys and Dr.
Joanne Mason. Mr. Jeffreys and Dr. Mason will continue in their roles as
Chief Operating Officer and Chief Scientific Officer respectively, and as
important members of the Company's Executive Committee which includes the
Company's CEO, CFO and other business heads, reports directly to the Board and
is responsible for day-to-day operation of the Group's business.
The Company wishes to record its gratitude to Dr. Little as co-founder of the
Company and for his service over nine years with the business. The Board is
pleased to retain the benefit of Dr. Little's knowledge and expertise in a
scientific advisory role. The Company has also previously recorded its thanks
to Adam Reynolds, who has served as the Company's Chair for a period of five
years to summer 2022, after which time he returned to the role of
Non-executive Director in which he also served for three years prior to
becoming Chair.
The evolution of the Board is designed to reduce the overall size of the
Board, while also providing greater balance towards the non-executive
complement, in line with good governance practices and to ensure that
corporate strategy and its implementation are subject to appropriate
challenge. This continues the series of changes commenced in early 2022 with
the appointment of Mary Tavener as an independent Non-executive Director who
also chairs the Audit and Risk Committees.
In recognition of the historical and continuing support of BGF Investments LP
("BGF"), the Company has also entered into an agreement with BGF, under which
BGF shall have the right, effective from Second Admission, to nominate one
person for appointment as a non-executive Director. This right shall continue
for so long as BGF is interested in Ordinary Shares carrying 10 per cent. or
more of the voting rights in the share capital of the Company, and the
appointment of any such nominee is subject only to approval by Cairn (or any
successor to its role as nominated adviser) of such a nominated director, in
accordance with its obligations under the AIM Rules for Nominated Advisers.
Admission, settlement and CREST
Applications will be made to the London Stock Exchange for admission of the
Capital Raising Shares to trading on the AIM market ("AIM") of London Stock
Exchange plc (the "London Stock Exchange").
It is expected that admission of the First Admission Shares to trading on AIM
("First Admission") will take place on or before 8.00 a.m. on 23 December 2022
and that dealings in the First Admission Shares on AIM will commence at the
same time. Further, it is expected that admission of the Second Admission
Shares to trading on AIM ("Second Admission" and, together, with First
Admission, the "Admissions") will take place on or before 8.00 a.m. on 11
January 2023 and that dealings in the Second Admission Shares on AIM will
commence at the same time.
In addition to the passing of the Resolutions, the Capital Raising, is
conditional upon, among other things, the Admissions becoming effective and
upon the placing agreement between the Company, Cairn and Singer CM (the
"Placing Agreement") not being terminated in accordance with its terms.
Following Second Admission and assuming the full take up of the Capital
Raising Shares, the Company will have 2,727,100,241 Ordinary Shares in issue.
The Circular containing, amongst other things, the notice of the General
Meeting is expected to be despatched to Shareholders in due course (and no
later than 22 December 2022).
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Barry Hextall, a director of the Company.
Expected Timetable for the Capital Raising
2022
Announcement of the Capital Raising 21 December
Publication and posting of the Circular and form of proxy (the "Form of 22 December
Proxy")
First Admission and commencement of dealings in the First Admission Shares 8.00 a.m. on 23 December
CREST stock accounts expected to be credited for the First Admission Shares 23 December
(where applicable)
Announcement of Retail Offer 22 December
Launch of Retail Offer 23 December
2023
Posting of share certificates for the First Admission Shares by the Registrar by no later than 5 January
(where applicable)
Latest time and date for receipt of Forms of Proxy and CREST voting 4.00 p.m. on 5 January
instructions
Close of Retail Offer 6 January
General Meeting 4.00 p.m. on 9 January
Results of the General Meeting announced through a Regulatory Information 9 January
Service
Second Admission and commencement of dealings in the Second Admission Shares 8.00 a.m. on 11 January
and the Retail Shares
Where applicable, expected date for CREST accounts to be credited in respect 11 January
of Second Admission Shares in uncertificated form
Posting of share certificates for the Second Admission Shares by the Registrar by no later than 24 January
(where applicable)
Long Stop Date 30 January
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. All events listed in the above
timetable following the General Meeting are conditional on the passing of the
Resolutions at the General Meeting.
FURTHER INFORMATION
The attention of Shareholders is drawn to the section of the Company's annual
report and accounts for the year ended 31 March 2022 headed "Principal risks
and uncertainties".
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E)
OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (2)
OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN YOURGENE HEALTH PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT
BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF,
AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.
NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Capital Raising Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Singer CM or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the Capital Raising Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such Capital Raising Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Singer CM to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public offering of the
Capital Raising Shares is being made in any such jurisdiction.
All offers of the Capital Raising Shares in the United Kingdom will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Capital Raising Shares; and the Capital Raising 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, the
Republic of South Africa or Japan. Accordingly, the Capital Raising 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, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, electronic or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix. Members of the public are not eligible to take
part in the Placing and no public offering of Placing Shares is being or will
be made.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made. Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
Cairn Financial Advisers LLP is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Admissions, and Cairn
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 Admissions or any other matters referred to in this
Announcement.
Singer Capital Markets Securities Limited is authorised and regulated by the
FCA in the United Kingdom and is acting exclusively for the Company and no one
else in connection with the Bookbuilding Process and the Capital Raising, and
Singer CM will not be responsible to anyone (including any Placees) other than
the Company for providing the protections afforded to its clients or for
providing advice in relation to the Bookbuilding Process or the Capital
Raising or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Singer CM or by any of its Representatives as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Capital Raising Shares to be issued pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Capital
Raising Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of investors who meet the criteria of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Capital Raising Shares may decline and
investors could lose all or part of their investment; (b) the Capital Raising
Shares offer no guaranteed income and no capital protection; and (c) an
investment in the Capital Raising Shares compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Singer CM will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Capital Raising Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Capital Raising Shares and determining
appropriate distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E)
OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (2)
OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN YOURGENE HEALTH PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Singer CM or any of its Representatives that
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company and Singer CM to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public offering of the
Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom will be made pursuant
to an exemption from the requirement to produce a prospectus under the UK
Prospectus Regulation. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not
require the approval of the relevant communication by an authorised person.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Singer CM and the Company that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and
b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:
i. the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Singer CM 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; and
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 in this Announcement; and
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 Appendix; and
5. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside of the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and
6. the Company and Singer CM will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or
other offering document has been or will be submitted to be approved by the
FCA in relation to the Placing or the Placing Shares and Placees' commitments
will be made solely on the basis of the information contained in this
Announcement and any information publicly announced through a Regulatory
Information Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to any further
terms set out in the contract note, electronic trade confirmation or other
(oral or written) confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Singer CM or the Company or any other person and none of
Singer CM, the Company nor any other person acting on such person's behalf nor
any of their respective Representatives has or shall have any liability for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this Announcement to
be legal, tax or business advice. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Singer CM has today entered into a placing agreement (the "Placing Agreement")
with the Company and Cairn under which, on the terms and subject to the
conditions set out in the Placing Agreement, Singer CM, as agent for and on
behalf of the Company, has agreed to use its reasonable endeavours to procure
Placees for the Placing Shares. The Placing is not being underwritten nor is
any part of the Placing subject to clawback from the Retail Offer.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company be credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares in the capital of
the Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Existing Ordinary
Shares after the date of issue of the Placing Shares.
Lock-up
As part of the Placing, the Company has agreed that it will not for a period
of 90 days after (but including) Admission, directly or indirectly, issue,
offer, sell, lend, pledge, contract to sell or issue, grant any option, right
or warrant to purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to receive
Ordinary Shares or any substantially similar securities or otherwise enter
into any transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any interest therein
or to announce publicly any intention to enter into any transaction described
above. This agreement is subject to certain customary exceptions and does not
prevent the grant or exercise of options under any of the Company's existing
share incentives and share option schemes, or following the Admissions the
issue by the Company of any Ordinary Shares upon the exercise of any right or
option or the conversion of a security already in existence.
Applications for admission to trading
Applications will be made to the London Stock Exchange for admission of the
Capital Raising Shares to trading on AIM.
It is expected that First Admission will take place on or before 8.00 a.m. on
23 December 2022 and that dealings in the First Admission Shares on AIM will
commence at the same time. Further, it is expected that Second Admission
will take place on or before 8.00 a.m. on 11 January 2022 and that dealings in
the Second Admission Shares on AIM will commence at the same time.
The Bookbuilding Process
Singer CM will commence the Bookbuilding Process to determine demand for
participation in the Placing by Placees immediately following the publication
of this Announcement. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
Singer CM and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. Singer CM is acting as bookrunner to the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Singer CM to participate. Singer CM and any of its affiliates are entitled to enter bids in the Bookbuilding Process.
3. The price per Placing Share (the "Issue Price") is fixed at 0.30 pence and is payable to Singer CM (as agent for the Company) by all Placees whose bids are successful. The number of Placing Shares will be agreed between Singer CM and the Company following completion of the Bookbuilding Process. The number of Capital Raising Shares will be announced by the Company (such announcement being the "Placing Results Announcement") following the completion of the Bookbuilding Process.
4. To bid in the Bookbuilding Process, Placees should communicate their bid by telephone or email to their usual sales contact at Singer CM. Each bid should state the number of Ordinary Shares which a Placee wishes to acquire at the Issue Price. Bids may be scaled down by Singer CM on the basis referred to in paragraph 9 below. Singer CM is arranging the Placing as agent of the Company.
5. The Bookbuilding Process is expected to close no later than 5.00 p.m. on 21 November 2022 but may be closed earlier or later subject to the agreement of Singer CM and the Company. Singer CM may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed. The Company reserves the right (upon agreement of Singer CM) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its discretion.
6. Each Placee's allocation will be determined by Singer CM in its discretion following consultation with the Company and will be confirmed to Placees either orally or by email by Singer CM. Singer CM may choose to accept bids, either in whole or in part, on the basis of allocations determined at its absolute discretion, in consultation with the Company, and may scale down any bids for this purpose on the basis referred to in paragraph 9 below.
7. The Company will release the Placing Results Announcement following the close of the Bookbuilding Process detailing the aggregate number of the Placing Shares to be issued.
8. Each Placee's allocation and commitment will be evidenced by a contract note, electronic trade confirmation or other (oral or written) confirmation issued to such Placee by Singer CM. The terms of this Appendix will be deemed incorporated in that contract note, electronic trade confirmation or other (oral or written) confirmation.
9. Subject to paragraphs 4, 5 and 6 above, Singer CM may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed. Singer CM may also, notwithstanding paragraphs 4, 5 and 6 above, subject to the prior consent of the Company:
a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and
b) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time.
10. A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with Singer CM's consent will not be capable of variation or revocation after the time at which it is submitted. Following Singer CM's oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Singer CM (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of Issue Price and the number of Placing Shares such Placee has agreed to acquire, and the Company has agreed to allot and issue to that Placee.
11. Except as required by law or regulation, no press release or other announcement will be made by Singer CM or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Bookbuilding Process and Placing will be subject to fulfilment 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 "Termination of the Placing".
14. By participating in the Bookbuilding Process, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law and applicable FCA rules and regulations, neither:
a) Singer CM;
b) any of its Representatives; nor
c) to the extent not contained within (a) or (b), any person connected with Singer CM as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Singer CM);
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither
Singer CM nor any of its affiliates shall have any responsibility or liability
(including, to the extent permissible by law, any fiduciary duties) in respect
of Singer CM's conduct of the Bookbuilding Process or the Placing or of such
alternative method of effecting the Placing as Singer CM and the Company may
agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note, electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Issue Price and the aggregate amount owed by them to Singer CM.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Singer CM in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Singer CM.
Settlement of transactions in the Placing Shares (ISIN: GB00BN31ZD89)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur, in
respect of First Placing Shares on 23 December 2022 and, in respect of Second
Placing Shares, on 11 January 2023 (each a "Settlement Date") in accordance
with the contract note, electronic trade confirmation or other (oral or
written) confirmation. Settlement will be on a delivery versus payment
basis. However, in the event of any difficulties or delays in the admission
of the Placing Shares to CREST or the use of CREST in relation to the Placing,
the Company and Singer CM may agree that the Placing Shares should be issued
in certificated form. Singer CM reserves the right to require settlement for
the Placing Shares, and to deliver the Placing Shares to Placees, by such
other means as it deems necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 3 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Singer CM.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its
settlement details in order to enable instructions to be successfully matched
in CREST.
The relevant settlement details for the First Placing Shares are as follows:
CREST Participant ID of Singer CM: NNQAN
Expected trade time & date: 08.00 a.m. on 22 December 2022
Settlement Date: 23 December 2022
ISIN code for the Placing Shares: GB00BN31ZD89
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 22 December 2022
The relevant settlement details for the Second Placing Shares are as follows:
CREST Participant ID of Singer CM: NNQAN
Expected trade time & date: 08.00 a.m. on 6 January 2023
Settlement Date: 11 January 2023
ISIN code for the Placing Shares: GB00BN31ZD89
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 6 January 2023
Each Placee is deemed to agree that, if it does not comply with these
obligations, Singer CM may sell any or all of the Placing Shares allocated to
that Placee on their behalf and retain from the proceeds, for Singer CM's own
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the Issue Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on its
behalf. By communicating a bid for Placing Shares, such Placee confers on
Singer CM all such authorities and powers necessary to carry out such sale and
agrees to ratify and confirm all actions which Singer CM lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note,
electronic trade confirmation or other (oral or written) confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. If there are any
circumstances in which any United Kingdom stamp duty or stamp duty reserve tax
or other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares (or, for the avoidance of
doubt, if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Singer CM under the Placing Agreement in relation to the
First Admission Shares, are conditional upon, inter alia:
a) none of the representations and warranties on the part of the Company contained in the Placing Agreement being untrue, inaccurate or misleading on the date on which the Placing Agreement is signed or on First Admission by reference to the facts and circumstances then subsisting;
b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before First Admission; and
c) First Admission having become effective at or before 8.00 a.m. on 23 December 2022 or such later time as Singer CM may agree with the Company (not being later than 8.00 a.m. on 30 January 2023 (the "Long Stop Date")).
The obligations of Singer CM under the Placing Agreement in relation to the
Second Admission Shares, are conditional upon, inter alia:
a) the Resolutions having been duly passed at the General Meeting (or at any adjournment thereof);
b) none of the representations, warranties and undertakings on the part of the Company contained in the Placing Agreement being untrue or inaccurate on the date on which the Placing Agreement is signed or on Second Admission, by reference to the facts and circumstances then subsisting;
c) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Second Admission; and
d) Second Admission having become effective at or before 8.00 a.m. on 11 January 2023 or such later time as Singer CM may agree with the Company (but in any event no later than 8.00 a.m. on the Long Stop Date);
(all conditions to the obligations of Singer CM included in the Placing
Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted, waived by
Singer CM in accordance with the Placing Agreement within the stated time
periods (or such later time and/or date as the Company and Singer CM may
agree), or the Placing Agreement is terminated in accordance with its terms,
the Placing will lapse and the Placee's rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee is acting)
in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing" below and will not be capable of
rescission or termination by it.
Singer CM may, in its absolute discretion and upon such terms as it thinks
fit, waive fulfilment of all or any of the Conditions in whole or in part, or
extend the time provided for fulfilment of one or more Conditions, save that
certain Conditions including the conditions relating to First Admission and
Second Admission referred to in paragraphs (c) and (g) above and the passing
of the Resolutions in paragraph (d) may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Appendix.
Singer CM may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither Singer CM nor any of its Representatives nor the Company shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision any of them may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision any of them
may make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Singer CM.
Termination of the Placing
Singer CM may, in its absolute discretion, by notice to the Company, terminate
the Placing Agreement at any time up to Admission if, inter alia:
a) there has, in the opinion of Singer CM, been a breach of the warranties given to it;
b) there has, in the opinion of Singer CM, been a material adverse change;
c) any statement contained in this Announcement, the Placing Results Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become or has been discovered to be untrue or inaccurate in any respect or misleading in any respect; or
d) in the opinion of Singer CM, there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees with the
Company and Singer CM that the exercise by the Company or Singer CM of any
right of termination or any other right or other discretion under the Placing
Agreement shall be within the absolute discretion of the Company or Singer CM
or for agreement between the Company and Singer CM (as the case may be) and
that neither the Company nor Singer CM need make any reference to such Placee
and that none of the Company, Singer CM nor any of their respective
Representatives shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise. Each Placee further agrees that they will
have no rights against Singer CM, the Company or any of their respective
directors or employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by Singer CM of a contract
note, electronic trade confirmation or other (oral or written) confirmation
confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and Singer CM (in its capacity as bookrunner and Placing agent of
the Company in respect of the Placing) that (save where Singer CM expressly
agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
2. it has not received and will not receive a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:
a) is required under the UK Prospectus Regulation or other applicable law; and
b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for the Companies (the "AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it applies in the United Kingdom as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither Singer CM nor the Company nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested Singer CM, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;
5. neither Singer CM nor any person acting on behalf of it nor any of its Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
6.
a) the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the information in this Announcement and the Publicly Available Information;
b) neither Singer CM, nor the Company (nor any of their respective Representatives) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, nor will it provide any material or information regarding the Company, the Placing or the Placing Shares;
c) it has conducted its own investigation of the Company, the Placing (including its terms and conditions) and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
d) it has not relied on any investigation that Singer CM or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Singer CM nor any persons acting on its behalf nor any of their respective Representatives is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
8. neither it nor the beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, be a resident of the United States, Australia, Canada, the Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;
10. it may be asked to disclose in writing or orally to Singer CM: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
11. it has the funds available to pay for the Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Singer CM determines;
12. it and/or each person on whose behalf it is participating:
a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
b) has fully observed such laws and regulations;
c) has the capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
13. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, the United States, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
14. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
15. it understands that:
it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:
in the United States, to a person it reasonably believes to be a QIB in a transaction meeting the requirements of Rule 144A of the Securities Act.
16. no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
17. 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;
18. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
19. none of Singer CM, the Company nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Singer CM and that Singer CM has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;
20. it will make payment to Singer CM for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as Singer CM determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the Placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
21. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
22. no action has been or will be taken by any of the Company, Singer CM or any person acting on behalf of the Company or Singer CM 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;
23. the person who it specifies for registration as holder of the Placing Shares will be:
a) the Placee; or
b) a nominee of the Placee, as the case may be,
and that Singer CM and the Company will not be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Singer CM in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of Singer CM or
transferred to a CREST stock account of Singer CM who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
24. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
25. if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
26. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("EU Prospectus Regulation");
27. if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation;
28. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Singer CM in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
29. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the UK MAR in respect of anything done in, from or otherwise involving the United Kingdom);
30. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of Singer CM has been given to each proposed offer or resale;
31. if in the United Kingdom, unless otherwise agreed by Singer CM, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and not with a view to resale or distribution;
32. if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
a) dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company;
b) encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or
c) unlawfully disclosed such information to any person, prior to the information being made publicly available;
33. Singer CM and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Singer CM and/or any of its affiliates acting as an investor for its or their own account(s). Neither Singer CM nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
34. it:
a) has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations");
b) is not a person:
(i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Singer CM such
evidence, if any, as to the identity or location or legal status of any person
which it may request from it in connection with the Placing (for the purpose
of complying with the Regulations or ascertaining the nationality of any
person or the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Singer CM on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be acquired by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as Singer CM may decide at its sole discretion;
35. in order to ensure compliance with the Regulations, Singer CM (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Singer CM or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Singer CM's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Singer CM's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Singer CM (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either Singer CM 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;
36. its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
37. any money held in an account with Singer CM on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Singer CM's money in accordance with the client money rules and will be used by Singer CM's in the course of its business; and the Placee will rank only as a general creditor of Singer CM's;
38. neither it nor, as the case may be, its clients expect Singer CM to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that Singer CM is not acting for it or its clients, and that Singer CM will not be responsible for providing the protections afforded to clients of Singer CM or for providing advice in respect of the transactions described in this Announcement;
39. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note, the electronic trade confirmation or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Singer CM's conduct of the Placing;
40. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
41. it irrevocably appoints any duly authorised officer of Singer CM as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire upon the terms of this Announcement;
42. the Company, Singer CM and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Singer CM on its own behalf and on behalf of the Company and are irrevocable;
43. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it:
a) is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and
b) will remain liable to the Company and Singer CM 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);
44. time is of the essence as regards its obligations under this Appendix;
45. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Singer CM;
46. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and
47. the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuilding Process and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination or such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or Singer CM in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Singer CM and each
of their respective Representatives harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by Singer
CM, the Company or each of their respective Representatives arising from the
performance of the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive after the
completion of the Placing.
The rights and remedies of Singer CM and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or partial
exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Singer CM shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Singer CM
accordingly. In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each Placee, or the
Placee's nominee, in respect of whom (or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Singer CM in the event that either the
Company and/or Singer CM have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Singer CM for itself and on behalf of the
Company and are irrevocable.
Cairn Financial Advisers LLP is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Admissions, and Cairn
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 Admissions or any other matters referred to in this
Announcement.
Singer Capital Markets Securities Limited is authorised and regulated by the
FCA in the United Kingdom and is acting exclusively for the Company and no one
else in connection with the Bookbuilding Process and the Capital Raising, and
Singer CM will not be responsible to anyone (including any Placees) other than
the Company for providing the protections afforded to its clients or for
providing advice in relation to the Bookbuilding Process or the Capital
Raising or any other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Singer CM does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Singer CM may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Singer CM, any money held in an account with Singer CM on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules; as a consequence this
money will not be segregated from Singer CM's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment.
Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEFEWFLFEESEEERecent news on Yourgene Health
See all newsREG - Velay Financial - Form 8.3 - YOURGENE HEALTH PLC
AnnouncementREG - AIM Yourgene Health PLC - Cancellation - Yourgene Health plc
AnnouncementREG - Yourgene Health PLC - De-listing and cancellation of trading of Shares
AnnouncementREG - Takeover Panel - Disclosure Table
AnnouncementREG - Takeover Panel - Disclosure Table
Announcement