TIDMC4XD
RNS Number : 9397Q
C4X Discovery Holdings PLC
24 October 2019
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO
SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA AND NEW ZEALAND. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. 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.
C4X Discovery Holdings plc
("C4XD", "C4X Discovery" or the "Company")
Proposed Placing, Subscription and Open Offer
Advancing the next wave of out-licensing opportunities
24 October 2019 - C4X Discovery Holdings plc (AIM: C4XD), a
pioneering Drug Discovery company, today announces a proposed
conditional Placing of Placing Shares with existing and new
institutional investors and Subscription of Subscription Shares by
certain Directors to raise a minimum of approximately GBP5.5
million in aggregate before expenses at the Issue Price of 15 pence
per new Ordinary Share.
The net proceeds of the Placing and Subscription will be used to
strengthen its balance sheet as near term and other licensing
discussions and strategic collaborations progress, and support
working capital during the expansion of its pipeline portfolio.
In addition, in order to provide Eligible Shareholders with an
opportunity to participate in the fundraise at the Issue Price,
subject to the successful closing of the Placing and Subscription,
the Company proposes to make an Open Offer to all Eligible
Shareholders to raise additional gross proceeds of up to GBP1.0
million for the Company. The Open Offer is being made on the basis
of 1 Open Offer Share for every 9 Existing Ordinary Shares held by
Eligible Shareholders on the Record Date.
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this Announcement in accordance with the
terms and conditions set out in Appendix II. The Placing Shares are
not being made available to the public. It is envisaged that the
Bookbuild will be closed no later than 4.30 p.m. GMT today, 24
October 2019. Details of the number of Placing Shares and
Subscription Shares and the approximate gross proceeds of the
Placing and Subscription will be announced as soon as practicable
after the closing of the Bookbuild. The Placing and Subscription is
not underwritten.
The Placing, Subscription and Open Offer is conditional upon,
inter alia:
-- the passing of the Resolutions in order to ensure that the
Directors have the necessary authorities and powers to allot the
New Ordinary Shares;
-- admission of the New Ordinary Shares to trading on AIM becoming effective; and
the Placing and Open Offer Agreement between the Company and
Panmure Gordon not having been terminated.
For the avoidance of doubt, the Placing and Subscription is not
conditional on the Open Offer.
A General Meeting is therefore being convened for the purpose of
considering the Resolutions at 11.00 a.m. on 13 November 2019 at
the offices of Panmure Gordon, One New Change, London EC4M 9AF.
The terms and conditions of the Open Offer will be set out in
the Circular. The Open Offer is not underwritten. It is expected
that the Circular will be dispatched on or around 25 October 2019
and will also be available at this time on the Company's website at
www.c4xdiscovery.com.
The expected timetable of the principal events is set out in
Appendix IV.
Panmure Gordon (UK) Limited is acting as Nominated Adviser and
sole Bookrunner to the Company and no one else in relation to the
Placing. Accordingly, it will not be responsible to any person
other than the Company for providing the regulatory and legal
protections afforded to its clients nor for providing advice in
relation to the contents of this Announcement or any matter,
transaction or arrangement referred to in it.
Further information about the Company, the proposed Placing,
Subscription and Open Offer is set out in Appendix I. The
capitalised terms not otherwise defined in the text of this
Announcement are defined in Appendix III.
Clive Dix, CEO of C4X Discovery, stated on the proposed Placing
and Subscription: "C4XD's combination of state-of-the-art
proprietary technologies, highly experienced scientific team, and
industry experience puts the Company in a strong position to fulfil
the pharmaceutical industry's demand for high quality early-stage
drug candidates. As momentum continues to build across our key
out-licensing projects, we remain confident in our business
strategy as partner discussions to date have confirmed commercial
interest for our NRF-2 programme for Sickle Cell Disease, alongside
our already out-licensed Orexin-1 programme progressing to clinical
studies with Indivior. We are excited by our future prospects as we
continue to drive value from revenue generating deals and building
a sustainable Drug Discovery company."
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 (MAR).
For further information, please contact:
C4X Discovery Holdings plc
Clive Dix, Chief Executive Officer 07801 865 803
Panmure Gordon (UK) Limited (NOMAD)
Freddy Crossley, Emma Earl (Corporate Finance) 020 7886 2500
James Stearns (Corporate Broking)
Consilium Strategic Communications
Mary-Jane Elliott, Chris Gardner, Matthew Neal 0203 709 5700
About C4X Discovery
C4X Discovery (C4XD) aims to create the world's most productive
Drug Discovery engine by using cutting-edge technologies and
expertise to efficiently deliver best-in-class small-molecule
medicines to clinical partners for the benefit of patients. The
Company's business model focuses on replenishing big pharma
discovery pipelines and driving returns through revenue generating
pre-clinical licensing deals. In 2018, C4XD successfully
out-licensed a pre-clinical programme in addictive disorders to
Indivior in a deal worth up to $294 million.
C4XD has a state-of-the-art suite of proprietary technologies
across the Drug Discovery process and accesses further innovative
capabilities and expertise through its growing network of partners.
The Company is actively advancing its diverse pre-clinical
discovery portfolio which is focused on inflammation,
neurodegeneration and oncology (including immuno-oncology).
Opportunities to maximise value from the portfolio are proactively
driven by C4XD's commercial division. The Company is led by a
highly experienced management team and Board who have delivered
significant value creation within the healthcare sector.
For additional information please go to:
www.c4xdiscovery.com
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole
responsibility of, the Company.
The appendices to this Announcement set out the terms and
conditions of the Placing.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety (including the appendices) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties and acknowledgements contained in
the appendices.
Members of the public are not eligible to take part in the
Placing and no public offering of securities will be made.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 (as amended).
This Announcement is for information purposes only and is
directed only at: (a) persons in member states of the European
Economic Area who are qualified investors ("qualified investors")
as defined in Article (2)(e) of Regulation EU/2017/1129 (the
"Prospectus Regulation"); and (b) in the United Kingdom, qualified
investors who are persons (1) who have professional experience in
matters relating to investments falling within Article 19(1)
(Investment Professionals) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); (2) falling within Article 49(2)(a) to (d) (High net
worth companies, unincorporated associations, etc.) of the Order;
or (3) other persons to whom it may otherwise lawfully be
communicated without being accompanied by any further statements
and/or warnings required by the Order and not included in this
Announcement (all such persons together being referred to as
"Relevant Persons").
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority (the
"FCA"), is acting as Nominated Adviser and broker to the Company
for the purposes of the AIM Rules for Companies and the AIM Rules
for Nominated Advisers in connection with the Placing and is not
acting for, and will not be responsible to, any person other than
the Company for providing the protections afforded to customers of
Panmure Gordon (UK) Limited or for advising any other person on any
transaction or arrangement referred to in this Announcement.
This Announcement may not be published, distributed, forwarded
or transmitted directly or indirectly, in whole or in part, in or
into the United States. These materials do not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the
United States.
The New Ordinary Shares described in this Announcement have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "US Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered,
directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. The New
Ordinary Shares are being offered only outside of the United States
in reliance on Regulation S under the US Securities Act.
Furthermore, the New Ordinary Shares have not been and will not
be registered under the applicable laws of any of Canada,
Australia, Japan, the Republic of South Africa, New Zealand or of
any other jurisdiction where to do so would be unlawful and,
consequently, may not be offered or sold to any national, resident
or citizen thereof. The distribution of this Announcement in or
into jurisdictions other than the United Kingdom may be restricted
by law and therefore any person who is subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, such restrictions. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction.
FORWARD-LOOKING STATEMENTS
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "predict" or other
words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make
assumptions in respect of the planned use of the proceeds of the
Placing and Open Offer, the liquidity position of the Company and
its subsidiaries ("the Group"), the future performance of the
Group, future foreign exchange rates, interest rates and currency
controls, the future political and fiscal regimes in the overseas
markets in which the Group operates, the Group's future financial
position, plans and objectives for future operations and any other
statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances, including, but not
limited to, economic and business conditions, the effects of
continued volatility in credit markets, market-related risks such
as changes in interest rates and foreign exchange rates, the
policies and actions of governmental and regulatory authorities,
changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards
("IFRS") applicable to past, current and future periods, evolving
practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigation
or regulatory investigations, the success of future acquisitions
and other strategic transactions and the impact of competition. A
number of these factors are beyond the Company's control. As a
result, the Company's actual future results may differ materially
from the plans, goals, and expectations set forth in the Company's
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. These forward-looking statements reflect
the Company's judgement at the date of this Announcement and are
not intended to give any assurance as to future results. Except as
required by the FCA, the London Stock Exchange, the AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly 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.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Bradley Richard Hoy, a
director of the Company.
APPIX I
THE PLACING
Background to the proposed Capital Raising
The Company aims to become the world's most productive Drug
Discovery engine by exploiting its cutting-edge proprietary
technologies to design and create best-in-class small-molecule
candidates targeting a range of high value therapeutic areas. The
Company's goal is to drive returns through early-stage
revenue-generating licensing deals for its high value pre-clinical
asset portfolio with the pharmaceutical industry.
Pharmaceutical companies' research and development pipelines
are, and will continue to be, heavily reliant on in-licensing
candidates from the biotechnology sector. However, historically,
biotech companies have struggled to sustainably produce a source of
high-quality assets - it is the Directors belief that a new,
disruptive and sustainable approach to discovery is needed. There
is a significant opportunity to provide pharmaceutical companies
with a sustainable source of commercially attractive assets at an
earlier stage in the research and development process through both
pre-clinical asset out-licensing and revenue-generating R&D
partnership deals.
To achieve its goal, C4XD aims to lead the world in
revolutionising Drug Discovery by combining innovative discovery
technologies with a proactive commercialisation capability. C4XD
aims to provide a highly valuable and differentiated approach to
Drug Discovery through its enhanced DNA-based target identification
and candidate molecule generation capabilities, generating
differentiated candidates across multiple disease areas. The
Directors believe that C4XD has a state-of-the-art suite of
proprietary technologies across the Drug Discovery process. The
Company's innovative DNA-based target identification platform
(Taxonomy3(R)) utilises human genetic datasets to identify novel
patient-specific targets leading to greater discovery productivity
and increased probability of clinical success. This is complemented
by C4XD's novel drug design platform, which comprises two
innovative chemistry technologies, Conformetrix and Molplex, that
combine 4D molecular shape analyses (based on experimental data)
with best-in-class computational chemistry. Through the Company's
collaborations, the Company also has access to a number of
additional platforms such as Phoremost's SITESEEKER(R) screening
platform. The Directors believe the Company's technology platforms
and collaborations provide new and unprecedented insight into the
behaviour of drug molecules, enabling the production of effective,
differentiated molecules with the potential to provide significant
impact to patients in therapeutic areas with the greatest clinical
unmet need.
C4XD completed their first licensing deal in March 2018 with
Indivior UK Limited ("Indivior") to further develop and
commercialise C4XD's oral Orexin-1 receptor antagonist ("C4X3256")
for the treatment of addiction. The Directors believe this
licensing agreement validates C4XD's business model and the Drug
Discovery engine that the Company has built. Under the terms of the
agreement, C4XD received an upfront payment of US$10 million and
could receive up to US$284 million of potential development,
regulatory and commercialisation milestones in addition to
royalties. In turn, Indivior received a global and exclusive
licence to C4X3256 and all other compounds in the same patent
family and is responsible for the cost and execution of all further
development of C4X3256. The agreement covers the development of
Orexin-1 antagonists for multiple indications. In September 2019,
Indivior announced that it had been awarded a NIH HEAL grant for
the application entitled "Clinical Evaluation of C4X3256, a
Non-Opioid, Highly-Selective Orexin-1 Receptor Antagonist for the
Treatment of Opioid Use Disorder", providing funding for key Phase
I and Phase II enabling studies.
C4XD is building a balanced pipeline across high unmet need
therapeutic areas, with C4XD's in-house pipeline primarily focused
on the high value areas of inflammation, neurodegeneration and
oncology (including immuno-oncology). At present, C4XD's
pre-clinical portfolio contains 11 Drug Discovery programmes,
alongside multiple early-stage target assessments arising from the
Company's proprietary technology and collaborations (e.g.
collaboration with Horizon Discovery plc).
The Company will continue to advance its in-house proprietary
discovery capabilities and access an expanding network of strategic
collaborators to accelerate its portfolio growth. To support these
activities, C4XD announced in September 2019 that it had engaged
Robin Carr, a renowned industry veteran who has worked at GSK and
Astex, to form and head the C4XD Drug Discovery Advisory Network to
bring together small molecule Drug Discovery and development
experts from across the globe.
Opportunities to commercialise C4XD's high-value pre-clinical
portfolio will continuously be sought as the Company expands its
capabilities and network, driven by C4XD's proactive commercial
team.
The Directors intend to drive long-term shareholder value by
strategically re-investing future licensing deal revenue into the
Company's discovery engine.
Reasons for the Capital Raising
The next stage of C4XD's development will focus on accelerating
its Drug Discovery engine and growing its pipeline of discovery
programmes and out-license assets for clinical development to
leading pharma companies. To support the Company's execution of its
strategy, C4XD is seeking to raise a minimum of approximately
GBP5.5 million by way of the Placing and Subscription and up to
GBP1.0 million pursuant to the Open Offer to further support
corporate development and on-going commercial activities. In
particular, the Company intends to use the net proceeds of the
Placing, Subscription and Open Offer for:
-- Strengthening its balance sheet as near term and other
licensing discussions and strategic collaborations progress;
and
-- Supporting working capital during the expansion of its pipeline portfolio.
Current trading
On 30 April 2019, C4XD announced its interim results for the six
months ended 31 January 2019. Investment in R&D was GBP4.9
million in the six months ending 31 January 2019, up GBP1.5 million
from the GBP3.4 million in the six months ended 31 January 2018
reflecting progress across the portfolio. Cash, cash equivalents,
short-term investments and deposits were GBP9.2 million at 31
January 2019 in comparison to 31 July 2018 which was GBP5.6 million
and 31 January 2018 which was GBP1.4 million. C4XD assets as at 31
January 2019 were GBP12.8 million as opposed to 31 July 2018 which
were GBP8.2 million and 31 January 2018 which were GBP5.5
million.
In November 2018, C4XD announced that it had entered into a Drug
Discovery partnership with GTN, a disruptive new player in the
field of Drug Discovery artificial intelligence ("AI"), initially
focusing on identifying potential small molecule hits against a
high-value neurodegeneration target, adding another commercially
attractive programme to C4XD's portfolio.
In November 2018, C4XD announced that it had entered into a
discovery partnership with LifeArc(R) , one of the UK's leading
medical research charities. C4XD and LifeArc will collaborate to
progress medicinal chemistry efforts on a novel, commercially
attractive programme with applicability across oncology and
inflammation indications. The initial phase of the collaboration
with LifeArc has been successful. In initial studies, multiple hit
compounds have progressed with the aim of generating a lead series
with in vivo activity for oncology and inflammatory indications by
Q2 2020. The Directors believe that significant industry activity
from multiple pharmaceutical companies for the target of interest
at recent scientific meetings supports the ongoing partnering
potential of this programme.
In December 2018, C4XD announced that it had entered into an
exclusive target discovery partnership with Horizon, a global
leader in the application of gene editing and gene modulation
technologies. Through the partnership, C4XD has exclusive option
rights to approximately 20 novel synthetic lethal targets that have
been identified by Horizon's cutting-edge CRISPR-Cas9 technology,
with the potential to lead to the generation of new drugs for
patients with limited effective treatments in indications such as
colorectal and lung cancer. The collaboration has made rapid
progress and has now generated comprehensive in vitro validation
data packages for the lead novel target in the collaboration. In
vitro studies have confirmed that inhibition of this target induces
cell death that is dependent on the presence of cancer-specific
mutations, thereby demonstrating synthetic lethality. Additional in
vivo studies have shown that knock out of the gene inhibits growth
of implanted colon cancer cells with a KRAS mutant background. As
an enzyme, the target is expected to be highly amenable to
targeting with small molecules and is nearing progression into
C4XD-led Drug Discovery programmes, with additional targets to
follow the development pathway. Validation of other remaining
targets will continue.
As announced on 1 October 2019, the Company continues to
progress the validation of its proprietary Taxonomy3(R)-derived
novel targets for Parkinson's Disease, utilising a diversified
strategic approach. C4XD's internally led biological validation
studies are near completion for targets with existing tool
compounds. This provides a low risk starting point from which to
rapidly initiate Drug Discovery programmes for promising targets
with some known chemistry and biology. For example, the Phoremost
collaboration initiated in June 2019 uses Phoremost's SITESEEKER(R)
platform to generate biological validation across the Taxonomy3(R)
target set, as well as providing chemical starting points for
highly novel Taxonomy(R) targets without existing chemistry in the
literature. This enables the progression of more challenging, but
high potential targets. The e-therapeutics collaboration has
identified additional novel biological pathways derived from
Taxonomy3(R)'s novel genes which are currently being evaluated to
identify additional targets with the potential to start new Drug
Discovery programmes.
In October 2019, the Company announced an update on the oral
IL-17 inhibitor programme. C4XD has identified small molecules that
can selectively block IL-17 activity whilst keeping molecular size
of the molecule in the traditional "drug-like" range. In C4XD
studies, optimisation of lead oral compounds continues to achieve
effective drug concentration in the blood. Based on recent industry
disclosures this level of drug concentration is predicted to be
efficacious in pre-clinical inflammatory models. C4XD continues to
receive strong interest from potential partners for this high value
target, particularly driven by the C4XD series profiles. The
Company is now aiming to generate a lead molecule to examine in
disease efficacy models.
Finally, in October 2019, the Company also announced an update
on the oral NFR-2 activator programme. C4XD is progressing a series
of novel potent activators of the NRF-2 pathway for the treatment
of inflammatory diseases. In C4XD studies, multiple lead compounds
show less than a 12 hour duration of action following low oral
dosing on activation of NRF-2 in key tissues such as the lung, the
liver and in blood. Early partnering discussions led to partner
studies demonstrating efficacy of compounds in disease-relevant
models which resulted in compelling data for the use of NRF-2
activation in Sickle Cell Disease (SCD). NRF-2 activators are shown
to directly increase foetal haemoglobin and reduce oxidative stress
and inflammation, with significant potential for the treatment of
haemolysis-related complications in SCD. The Board believes that
upcoming enhanced C4XD data packages will be valuable in driving a
competitive out-licensing process focused on SCD. Pre-candidate
nomination studies are now currently underway with candidate
selection anticipated for Q1 2020.
C4XD also continues to progress its Drug Discovery programmes
against two key therapeutic targets identified for the treatment of
cancer in the immuno-oncology space, both of which have been
advanced within C4XD's multi-target, risk-sharing alliance with
Evotec AG ("Evotec") (announced in September 2016). In Q2 2019, the
Company reached a key milestone in its lead programme by designing
small molecules with differentiated administration compared to lead
competition and is now targeting progression of hits to a tractable
lead series whilst engaging in exploratory discussions with
potential partners.
Outlook
The Directors believe that C4XD's combination of
state-of-the-art proprietary technologies, highly experienced
scientific team, and industry experience puts the Company in a
strong position to fulfil the pharmaceutical industry's demand for
high quality early-stage drug candidates. By ensuring clear line of
sight to commercialisation at the outset, the Company now aims to
build on its existing licence with Indivior to generate a stream of
other potentially high-value partnering opportunities and revenue
generating R&D partnerships. The Company remains confident
about the Company's opportunities and the future of UK drug
discovery.
For illustrative purposes only, taking into account potential
milestones from select potential asset out-licensing opportunities
(NRF-2 activator, IL-17 inhibitor, LifeArc (Inflammation and
Oncology target) and Evotec oncology target) and potential revenue
generating R&D partnerships (in particular in connection with
Taxonomy3 in a new disease area and Parkinson's disease and a
Horizon synthetic lethal oncology project), the Company believes
that the Company's total revenue in the next 3 years from these
specific opportunities could be in the region of GBP65 million to
GBP100 million with potential lifetime revenue of approximately
GBP2 billion. These revenue opportunities are subject to
significant uncertainty. They are benchmarked against precedent
deals or existing deal financial terms, if available, and
comparators that the Company believe are appropriate, and assume
that all assets mentioned in this paragraph deliver a commercial
deal.
The Directors believe the proposed Placing, Subscription and
Open Offer will provide at least 12 months working capital for the
Group. In line with the Group's growth ambitions and strategy to
grow the Group's pipeline to generate more licensing opportunities,
the Group will continue to explore additional funding opportunities
which may include additional equity raises.
Details of the Placing, Subscription and Open Offer
The Placing and Subscription
The Company proposes to raise a minimum of approximately GBP5.5
million (before expenses) by way of a conditional, non-pre emptive
Placing and Subscription at the Issue Price. The Placing Shares
will, pursuant to the Placing and Open Offer Agreement, be placed
by Panmure Gordon, as agent for the Company, with institutional and
other professional investors. The Company has conditionally agreed
to issue the Subscription Shares at the Issue Price to certain
Directors pursuant to the Subscription.
Certain of the Placing Shares (the "EIS/VCT Shares") will be
offered to VCTs and to those investors seeking to claim EIS relief
in relation to their investment. The remaining Placing Shares (the
"General Placing Shares") will be offered to those investors who
are neither seeking EIS relief nor are VCTs.
EIS and VCT investors should note that it is intended that
Admission of the EIS/VCT Shares (expected to be on 14 November 2019
("First Admission")) will occur on the Business Day immediately
before Admission of the General Placing Shares (expected to be on
15 November 2019 ("Second Admission")). The placing of the EIS/VCT
Shares is conditional, amongst other things, on the Placing and
Open Offer Agreement not having been terminated in accordance with
its terms prior to First Admission. The placing of the General
Placing Shares is conditional, amongst other things, on the Placing
and Open Offer Agreement not having been terminated in accordance
with its terms prior to Second Admission.
The Placing Shares will be issued credited as fully paid and
will, on issue, rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions thereafter declared, made or paid on the
Enlarged Share Capital.
The Placing and Open Offer Agreement contains provisions
entitling Panmure Gordon to terminate the Placing and Open Offer
Agreement prior to First Admission (in respect of the EIS/VCT
Shares) or Second Admission (in respect of the General Placing
Shares, the Subscription Shares and the Open Offer Shares) becoming
effective. If this right is exercised, the Placing will lapse (but
not in respect of the EIS/VCT Shares if First Admission has
occurred at that time).
The Issue Price represents a discount of approximately 63 per
cent. to the closing mid-market price of the Ordinary Shares of
40.5 pence on 23 October 2019 (being the last practicable dealing
day prior to the date of the Circular). The Placing Shares will,
when issued, rank pari passu in all respects with the other
Ordinary Shares then in issue, including all rights to all
dividends and other distributions declared, made or paid following
Second Admission. Applications will be made for the Placing Shares
to be admitted to trading on AIM. It is expected that dealings in
the EIS/VCT Shares will commence on 14 November 2019 and dealings
in the General Placing Shares and the Subscription Shares will
commence on 15 November 2019.
The Placing and Subscription are not being underwritten and are
not subject to clawback. The Placing Shares and Subscription Shares
are not part of the Open Offer and are not conditional on the Open
Offer.
The Placing and Open Offer Agreement is conditional upon, inter
alia, the approval of the Resolutions by Shareholders at the
General Meeting (further details of which are set out below), First
Admission occurring on or before 8.00 a.m. on 14 November 2019 (or
such later date as Panmure Gordon and the Company may agree, being
not later than 8.00 a.m. on 29 November 2019), Second Admission
occurring on or before 8.00 a.m. on 15 November 2019 (or such later
date as Panmure Gordon and the Company may agree, being not later
than 8.00 a.m. on 2 December 2019), and the Placing and Open Offer
Agreement not having been terminated prior to First Admission or
Second Admission (as the case may be).
The Placing and Open Offer Agreement contains warranties from
the Company in favour of Panmure Gordon in relation to (amongst
other things) the Company and its business. In addition, the
Company has agreed to indemnify Panmure Gordon in relation to
certain liabilities it may incur in undertaking the Placing.
Panmure Gordon has the right to terminate the Placing and Open
Offer Agreement in certain circumstances prior to Admission, in
particular, it may terminate in the event that there has been a
material breach of any of the warranties or for force majeure.
The Subscription is conditional, inter alia, upon, the Placing
and Open Offer Agreement being entered into, becoming unconditional
in all respects (save in respect of Admission) and not having been
terminated in accordance with its terms prior to Admission by no
later than 8:00 a.m. (UK time) on 15 November 2019 or such later
date as Panmure Gordon and the Company may agree (being not later
than 8:00 a.m. (UK time) on 2 December 2019.
The Open Offer
In addition to the Placing and the Subscription, the Company is
proposing to raise up to approximately GBP1.0 million before
expenses by the issue of up to 6,421,404 Open Offer Shares under
the Open Offer at the Issue Price, payable in full on acceptance.
Any entitlements to Open Offer Shares not subscribed for by
Eligible Shareholders will be available to Eligible Shareholders
under the Excess Application Facility. The balance of any Open
Offer Shares not subscribed for under the Excess Application
Facility will not be available to the Placees under the Placing or
the Subscription.
The terms and conditions of the Open Offer are set out in this
Circular. The Open Offer is not underwritten.
EIS and VCT Advance Assurance
The Company received advance assurance on 19 September 2019 from
HMRC that it is a qualifying company for the purposes of the
Enterprise Investment Scheme ("EIS Advance Assurance").
Accordingly, the Company expects HMRC to authorise the Company to
issue compliance certificates under section 204(1), ITA 2007 in
respect of the EIS Shares to be issued, following receipt of a form
EIS1 satisfactorily completed following the issue of shares to
investors seeking EIS Relief for their investment. As of 2 January
2018, HMRC can no longer consider VCT advance assurance
applications where the details of the potential qualifying holding
are not given.
The Directors believe that the EIS Shares and VCT Shares should
be eligible (subject to the circumstances of investors) for tax
reliefs under EIS and as a qualifying holder for VCTs. The
Directors are not aware of any subsequent change in the qualifying
conditions or the Company's circumstances that would prevent the
EIS Shares and VCT Shares from being eligible VCT and EIS
investments on this occasion. However, neither the Directors nor
the Company gives any warranty or undertaking that relief will be
available in respect of any investment in EIS Shares or VCT Shares
pursuant to the Circular or the Placing, nor do they warrant or
undertake that the Company will conduct its activities in a way
that qualifies for or preserves its status.
Investors considering taking advantage of EIS relief or making a
qualifying VCT investment are recommended to seek their own
professional advice in order that they may fully understand how the
relief legislation may apply in their individual circumstances. Any
Shareholder who is in any doubt as to his taxation position under
the EIS and VCT legislation, or who is subject to tax in a
jurisdiction other than the UK, should consult an appropriate
professional adviser.
Directors' Participation
Certain Directors in the Company intend to subscribe for
Subscription Shares in connection with the Capital Raising. The
number of Subscription Shares the Directors intend to subscribe for
pursuant to the Capital Raising, and their resulting shareholdings
on Admission, are set out below:
Shareholder Number of Subscription
Shares intended
to be subscribed
for
Clive Dix 133,333
Natalie Walter 66,666
General Meeting
The Company will be seeking specific authorities from
Shareholders to allot the New Ordinary Shares proposed to be issued
in respect of the Placing, the Subscription and the Open Offer by
way of the Resolutions that will be proposed at the General
Meeting.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
PROCURED BY PANMURE GORDON (UK) LIMITED ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE
DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES ARE REQUIRED BY THE COMPANY AND PANMURE GORDON TO INFORM
THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE FOR INFORMATION PURPOSES ONLY
AND ARE DIRECTED AT, AND ARE ONLY BEING DISTRIBUTED TO: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED
INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(REGULATION EU/2017/1129) (THE "PROSPECTUS REGULATION"), (B) IF IN
THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC" IN ARTICLE 49(2)(A) TO
(D) OF THE ORDER; AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED
("FSMA") OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS A
"RELEVANT PERSON"). THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT
ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933 (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE
ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND, AND MAY NOT BE
OFFERED, SOLD, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW
ZEALAND, OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares will be subject to a product approval process, which is
expected to determine that the securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore it is noted
that, notwithstanding the Target Market Assessment, Panmure Gordon
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 MiFID II; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and for determining
appropriate distribution channels.
Persons who are invited to and who choose to participate in the
Placing, by making an oral and legally binding offer to acquire
Placing Shares, will be deemed to have read and understood this
Announcement, including this Appendix, in its entirety, and to be
participating and making such an offer to acquire Placing Shares on
the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings contained in this
Appendix.
Unless otherwise stated, defined terms used in this Appendix
have the meaning set out at the end of this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Placing
Shares has been given and who has been invited to participate in
the Placing by Panmure Gordon.
In particular each such Placee represents, warrants and
acknowledges 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. it is acquiring the Placing Shares for its own account or it
is acquiring the Placing Shares for an account with respect to
which it has authority to exercise, and is exercising, investment
discretion and has authority to make and does make the
representations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in this Announcement;
3. 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
4. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, any 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 o er or resale to, persons in circumstances
which may give rise to an o er of securities to the public other
than an o er or resale to Qualified Investors in a member state of
the EEA which has implemented the Prospectus Regulation, or in
circumstances in which the prior consent of Panmure Gordon has been
given and to each such proposed o er or resale.
Timetable for the Placing
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. To facilitate the
application for VCT or EIS relief in respect of the EIS/VCT Shares,
such shares will be allotted on First Admission, subject, inter
alia, to the Resolutions being approved at the General Meeting. It
is expected that (i) the EIS/VCT Shares will be allotted,
conditional upon, inter alia, First Admission becoming effective on
14 November 2019; (ii) the General Placing Shares will be allotted,
conditional upon, inter alia, Second Admission becoming effective
on 15 November 2019.
Details of the Placing, the Placing and Open Offer Agreement and
the Placing Shares
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.
Panmure Gordon and the Company have entered into the Placing and
Open Offer Agreement under which, subject to the conditions set out
in that agreement, Panmure Gordon has agreed on behalf of and as
agent for the Company to use its reasonable endeavours to procure
subscribers who will (subject to the satisfaction or (where capable
of waiver) waiver of the conditions contained in the Placing and
Open Offer Agreement) subscribe for the Placing Shares at the Issue
Price.
The Placing is conditional upon the Placing and Open Offer
Agreement becoming unconditional in all respects.
Applications will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM. First
Admission and Second Admission are each conditional upon, amongst
other things, the relevant conditions in the Placing and Open Offer
Agreement being satisfied and the Placing and Open Offer Agreement
not having been terminated in accordance with its terms. It is
expected that the EIS/VCT Shares will be allotted, conditional
upon, inter alia, First Admission becoming effective and dealings
in the EIS/VCT Shares commencing on AIM at 8.00 a.m. on 14 November
2019. It is expected that the General Placing Shares will be
allotted, conditional upon, inter alia, Second Admission becoming
effective and dealings in the General Placing Shares commencing on
AIM at 8.00 a.m. on 15 November 2019.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and will
on Admission rank in full for all dividends and other distributions
declared, paid or made after Admission in respect of the Ordinary
Shares and otherwise pari passu in all respects with the Existing
Ordinary Shares.
Lock up
As part of the Placing, the Company has agreed, subject to
certain customary exceptions, that it will not issue or sell any
Ordinary Shares for a period of 180 days after Second Admission
without the prior written consent of Panmure Gordon.
Bookbuild
Panmure Gordon will today commence an accelerated bookbuilding
process (the "Bookbuild") to determine demand for participation in
the Placing by potential Placees. The Bookbuild is expected to
close at or before 4.30 p.m. today. The number of Placing Shares to
be issued will be agreed between Panmure Gordon and the Company
following completion of the Bookbuild. The Company will then
release an announcement through the London Stock Exchange's
Regulatory Information Service confirming the number of Placing
Shares to be issued and the amount to be raised under the
Placing.
Participation in, and principal terms of, the Placing
Panmure Gordon is arranging the Placing within the UK as agent
for and on behalf of the Company. Participation in the Placing will
only be available to Placees who may lawfully be, and are, invited
to participate by Panmure Gordon.
Panmure Gordon will determine in its absolute discretion the
extent of each Placee's participation in the Placing, which will
not necessarily be the same for each Placee. No element of the
Placing will be underwritten. A Placee's commitment to acquire a
fixed number of Placing Shares under the Placing will be agreed
orally with Panmure Gordon as agent of the Company
("Confirmation").
Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Placing Shares allocated to
it at the Issue Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association. For the avoidance of doubt, the Confirmation
constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing and Open Offer Agreement not having been
terminated, to pay the aggregate settlement amount for the Placing
Shares to be subscribed for by that Placee regardless of the total
number of Placing Shares (if any) subscribed for by any other
investor(s).
Panmure Gordon reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Panmure Gordon also reserves
the right not to accept offers for Placing Shares or to accept such
offers in part rather than in whole.
Each Placee will be required to pay to Panmure Gordon, on the
Company's behalf, the Issue Price for each Placing Share agreed to
be acquired by it under the Placing in accordance with the terms
set out herein. Each Placee's obligation to acquire and pay for
Placing Shares under the Placing will be owed to Panmure Gordon and
the Company. Each Placee has an immediate, separate, irrevocable
and binding obligation, owed to Panmure Gordon, to pay to it (or as
it may direct) in cleared funds an amount equal to the product of
the Issue Price and the number of Placing Shares such Placee has
agreed to subscribe for.
The price of securities and income from them may go down as well
as up and investors may not get back the full amount on disposal of
the securities. Panmure Gordon and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion determine.
Save in the event of fraud on its part (and to the fullest
extent permitted by law and applicable rules of the FCA (the "FCA
Rules")), none of (i) Panmure Gordon, (ii) any of its directors,
officers, employees or consultants, or (iii) to the extent not
contained within (i) or (ii), any person connected with Panmure
Gordon as defined in the FCA Rules ((i), (ii) and (iii) being
together "affiliates" and individually an "affiliate"), shall have
any liability to any Placee or to any person (whether acting on
behalf of a Placee or otherwise) other than the Company in respect
of the Placing or in respect of its conduct of the Bookbuild or of
any alternative method that they may adopt for carrying out the
Placing, and where any such liability nevertheless arises as a
matter of law, each Placee shall immediately waive any claim which
it may have against any affiliate in respect thereof.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended to be a profit forecast 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.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made
at the same time, on the basis explained below under 'Registration
and Settlement'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Placing'
and to the Placing not being terminated on the basis referred to
below under 'Termination of the Placing and Open Offer Agreement'.
In the event that the Placing and Open Offer Agreement is not
entered into or does not otherwise become unconditional in any
respect or, after having been entered into, is terminated, the
Placing will not proceed and all funds delivered by the Placee to
Panmure Gordon in respect of the Placee's participation will be
returned to the Placee at the Placee's risk without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement, including the
Appendices, in their entirety and to be participating in the
Placing upon the terms and conditions contained in this Appendix,
and to be providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in
this Appendix.
Conditions of the placing of the EIS/VCT Shares
The placing of the EIS/VCT Shares will be conditional, inter
alia, on:
i. the passing of the Resolutions to be proposed at the General Meeting;
ii. the funds in respect of the Subscription Participation
having been received by the Company prior to First Admission
iii. First Admission having become effective in accordance with
the AIM Rules by no later than 8.00 a.m. on 14 November 2019 (or
such other time and/or date as may be agreed between the Company
and Panmure Gordon, not being later than 8:00 a.m. on 29 November
2019 (the "First Long Stop Date");
iv. the Company having complied with its obligations under the
Placing and Open Offer Agreement to the extent that the same fall
to be performed prior to First Admission; and
v. the satisfaction or, where capable of waiver, the waiver of
certain other conditions set out in the Placing and Open Offer
Agreement in respect of the placing of the EIS/VCT Shares, provided
that the extended time for satisfaction shall not be extended
beyond 8.00 a.m. on the First Long Stop Date.
Conditions of the placing of the General Placing Shares
The placing of the General Placing Shares will be conditional,
inter alia, on:
i. the passing of the Resolutions to be proposed at the General Meeting;
ii. the funds in respect of the Subscription Participation
having been received by the Company prior to First Admission
iii. First Admission having occurred;
vi. Second Admission having become effective in accordance with
the AIM Rules by no later than 8.00 a.m. on 15 November 2019 (or
such other time and/or date as may be agreed between the Company
and Panmure Gordon, not being later than 8:00 a.m. on 2 December
2019 (the "Second Long Stop Date");
iv. the Company having complied with its obligations under the
Placing and Open Offer Agreement to the extent that the same fall
to be performed prior to Second Admission; and
v. the satisfaction or, where capable of waiver, the waiver of
certain other conditions set out in the Placing and Open Offer
Agreement in respect of the placing of the General Placing Shares,
provided that the extended time for satisfaction shall not be
extended beyond 8.00 a.m. on the Second Long Stop Date.
If any of the conditions contained in the Placing and Open Offer
Agreement are not satisfied (or waived if capable of waiver) or
have become incapable of being satisfied on or before the First
Long Stop Date, the Placee's rights and obligations under the
Placing shall cease and determine at such time and each Placee
agrees that no claim can be made by the Placee in respect thereof.
In the event that any of the conditions in respect of Second
Admission are not satisfied (or waived) or have become incapable of
being satisfied on or before the Second Long Stop Date, to the
extent the EIS/VCT Shares have been allotted and issued to Placees,
and the Placing and Open Offer Agreement is terminated after First
Admission but prior to Second admission, then the rights and
obligations of the relevant Placees in respect of First Admission
will survive termination of the Placing and Open Offer Agreement,
but the relevant Placee's rights and obligations in respect of
Second Admission shall cease and determine at such time.
Each Placee (whether in respect of First Admission or Second
Admission) agrees that no claim can be made by the Placee in
respect thereof. All obligations assumed by the Placee under the
terms and conditions of the Placing are given to Panmure Gordon in
its capacity as agent for the Company and are therefore directly
enforceable by the Company.
The placing of the EIS/VCT Shares is not conditional on the
issue of the General Placing Shares and Open Offer Shares and
Second Admission. Consequently if, following the issue of the
EIS/VCT Shares, the conditions relating to the issue of the General
Placing Shares and the Open Offer Shares are not satisfied, or the
Placing and Open Offer Agreement is terminated in accordance with
its terms, the General Placing Shares and the Open Offer Shares
will not be issued and the Company will not receive the related
placing monies.
On the assumption that the conditions set out in the Placing and
Open Offer Agreement in respect of each of the First Admission and
Second Admission are satisfied (or waived) and that the Placing and
Open Offer Agreement does not lapse and is not terminated in
accordance with its terms on or prior to the First Long Stop Date
or the Second Long Stop Date (as the case may be), each Placee will
be required to pay to Panmure Gordon, on the Company's behalf, the
Issue Price for each Placing Share agreed to be acquired by it
under the Placing in accordance with the terms set out herein. Each
Placee's obligation to acquire and pay for Placing Shares under the
Placing will be owed to Panmure Gordon and the Company. Each Placee
has an immediate, separate, irrevocable and binding obligation,
owed to Panmure Gordon, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares that such Placee has agreed to
subscribe. Each Placee will be deemed to have read and understood
this Appendix in its entirety; to be participating in the Placing
upon the terms and conditions contained in this Appendix; and to be
providing the confirmations, representations, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in this Appendix.
By accepting Placing Shares, each Placee irrevocably agrees
that: (i) the Company and Panmure Gordon may jointly, in their
absolute discretion, exercise the right to extend the time for
fulfilment of any of the conditions to the Placing and Open Offer
Agreement expressed to be capable of waiver or extension (provided
that such extension will not extend later than either the First
Long Stop Date in respect of First Admission, and the Second Long
Stop Date in respect of Second Admission); and (ii) that Panmure
Gordon may waive, in whole or in part, and where capable of waiver,
fulfilment of certain of the conditions to the Placing and Open
Offer Agreement and may terminate the Placing and Open Offer
Agreement in certain circumstances prior to Admission, in each case
without consulting with any Placee. Any such extension or waiver
will not affect the Placees' commitments. If there is any change to
the timetable Placees will be notified at the first practicable
opportunity.
Right to terminate under the Placing and Open Offer
Agreement
The Placing and Open Offer Agreement contains certain
undertakings and warranties given by the Company for the benefit of
Panmure Gordon and indemnities given by the Company relating to
certain potential liabilities of Panmure Gordon. In addition,
Panmure Gordon has certain rights to terminate the Placing and Open
Offer Agreement at any time prior to First Admission and prior to
Second Admission, inter alia, in the event of a breach of warranty
or an event of force majeure that is material in the context of the
Placing. In the event that Panmure Gordon exercises these rights
after First Admission but before Second Admission, all obligations
and liabilities owed by the Placees whose shares have been admitted
at First Admission will survive termination of the Placing and Open
Offer Agreement and any monies received from the relevant Placees
will not be returned to them.
By participating in the Placing, Placees agree that the exercise
by Panmure Gordon of any right of termination or other discretion
under the Placing and Open Offer Agreement shall be within the
absolute discretion of Panmure Gordon and that Panmure Gordon need
not make any reference to Placees and that they shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to or be approved by the FCA or submitted to
the London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the appendices) released
by the Company today, and subject to the further terms set forth in
the Contract Note (as defined below) to be provided by Panmure
Gordon to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the appendices) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, Panmure Gordon or any other person. None of the Company,
Panmure Gordon, any of their respective officers, directors or
employees, or any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. 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. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the EIS/VCT Shares following First
Admission, and the General Placing Shares following Second
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if Panmure Gordon
in its absolute discretion considers this to be necessary or
desirable.
Participation in the Placing is only available to persons who
are invited to participate in it by Panmure Gordon.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Panmure Gordon.
Such agreement will constitute a legally binding commitment on such
Placee's part to acquire that number of Placing Shares at the Issue
Price on the terms and conditions set out or referred to in this
Appendix and subject to the Company's articles of association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating
the number of Placing Shares allocated to it at the Issue Price,
the aggregate amount owed by such Placee to Panmure Gordon and
settlement instructions (the "Contract Note").
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Panmure Gordon. Settlement will be through
Panmure Gordon against CREST participant account: 83801. For the
avoidance of doubt, Placing allocations will be booked with a trade
date of 24 October 2019. The settlement date for the EIS/VCT Shares
will be 14 November 2019 and the General Placing Shares will have a
settlement date of 15 November 2019.
The Company will instruct its registrar to deliver the Placing
Shares to the CREST account operated by Panmure Gordon as agent for
the Company and Panmure Gordon will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
Interest may be charged in respect of payments not received for
value at that time.
Whilst Panmure Gordon does not believe there to be any liability
to stamp duty or stamp duty reserve tax in respect of the Placing
Shares, should any such stamp duty or stamp duty reserve tax be
payable, it shall be entirely for the Placee's account and neither
the Company nor Panmure Gordon will have any liability in respect
thereof.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are 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 UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) with Panmure
Gordon (for itself and on behalf of the Company) as follows:
1. it has read this Announcement, including the appendices, in
its entirety and acknowledges and agrees that its participation in
the Placing will be subject to the terms, conditions,
representations, warranties, acknowledgments, agreements and
undertakings and other information contained herein and to the
provisions of the Placing and Open Offer Agreement and the articles
of association of the Company in force both before and immediately
after Admission;
2. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by Panmure Gordon of any rights or
discretion under the Placing and Open Offer Agreement shall be
within the absolute discretion of Panmure Gordon and Panmure Gordon
need not have any reference to the Placee and shall have no
liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and that it has no
rights against Panmure Gordon or the Company, or any of their
respective directors and employees under the Placing and Open Offer
Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
4. that it is not relying on any information or representation
or warranty in relation to the Company or any of its subsidiaries
or any of the Placing Shares other than as contained in this
Announcement (including the appendices); and that neither the
Company nor Panmure Gordon nor any of their respective officers,
directors or employees will have any liability for any such other
information or representation;
5. that it has relied on its own assessment and investigation of
the business, financial or other position of the Company in
determining whether to participate in the placing, and (a) has
satisfied itself concerning legal, regulatory, tax, business and
financial considerations in connection herewith to the extent it
deems necessary; (b) had access to review publicly available
information concerning the Company that it considers necessary or
appropriate and sufficient in making an investment decision and to
determine whether to participate in the Placing; (c ) reviewed such
information as it believes necessary or appropriate in connection
with its subscription of the Placing Shares; and (d) made its
investment decision based upon its own judgment, due diligence and
analysis and not upon any view expressed or information provided by
or on behalf of Panmure Gordon;
6. that it understands and agrees that it may not rely on any
investigation that Panmure Gordon or any person acting on its
behalf may or may not have conducted with respect to the Company,
or the Placing, and that none of Panmure Gordon, the Company, any
of their affiliates, or any person acting on behalf of them has
provided, and will not provide, any material regarding the Placing
Shares or the Company (other than this Announcement);
7. that none of Panmure Gordon nor any of its affiliates, nor
any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of Panmure Gordon for the purposes of the
Placing;
8. that none of Panmure Gordon nor any of its affiliates, nor
any person acting on behalf of any of them have any duties or
responsibilities to it or, as the case may be, its clients similar
or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book; that Panmure
Gordon is not acting for it or its clients; and that Panmure Gordon
will not be responsible for providing protections afforded to its
clients or for providing advice in relation to the transactions
described in this Announcement;
9. accordingly, it acknowledges and agrees that it will not hold
Panmure Gordon or any of its affiliates or any person acting on
their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Company or information made available (whether in written or oral
form) in presentations or as part of roadshow discussions with
investors relating to the Company (the "Information") and that
neither Panmure Gordon nor any person acting on behalf of Panmure
Gordon makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such Information or
accepts any responsibility for any of such Information;
10. it is not a national or resident of a Restricted
Jurisdiction or a corporation, partnership or other entity
organised under the laws of a Restricted Jurisdiction or of any
jurisdiction which would be unlawful and that it will not offer,
sell, renounce, transfer or deliver directly or indirectly any of
the Placing Shares in a Restricted Jurisdiction or any jurisdiction
where to do so would be unlawful or any person resident in a
Restricted Jurisdiction or in any jurisdiction where to do so would
be unlawful and it acknowledges and agrees that the Placing Shares
have not been and will not be registered under the Securities Act
or with any securities regulatory authority of any state or
jurisdiction of the United States, or the relevant securities
legislation of any Restricted Jurisdiction and therefore Placing
Shares may not be offered for sale, and may not be, directly or
indirectly, offered, sold, renounced, transferred or delivered, in
or into a Restricted Jurisdiction or their respective territories
and possessions, or in any jurisdiction which to do would be
unlawful unless pursuant to a relevant exemption;
11. it is not located in the United States at the time the buy
order is originated and it represents that no "directed selling
efforts" (as defined in Regulation S under the Securities Act) were
made in connection with the Placing;
12. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is
given;
13. it acknowledges and agrees that its purchase of Placing
Shares does not trigger, in the jurisdiction in which it is
resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report in respect to
such purchase; (ii) any disclosure or reporting obligation of the
Company; or (iii) any registration or other obligation on the part
of the Company, but that if required by applicable securities laws
or as otherwise reasonably requested by the Company, the Placee
will execute, deliver and file and otherwise assist the Company in
filing reports, questionnaires, undertakings and other documents
with respect to the issue of the Placing Shares;
14. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that: (i) it has fully observed
such laws; (ii) it has obtained all necessary capacity, consents
and authorities (regulatory or otherwise) to enable it to give its
commitment to subscribe for the Placing Shares and to perform its
subscription obligations; (iii) it has complied with all necessary
formalities and has not taken any action which will or may result
in the Company or Panmure Gordon or any of their respective
directors, officers, employees or agents acting in breach of any
regulatory or legal requirements of any territory in connection
with the Placing or its acceptance of Placing Shares; and (iv) its
commitment constitutes a valid and binding obligation on it;
15. in making any decision to subscribe for the Placing Shares,
it confirms it has such knowledge and experience in financial,
business, tax and international investment matters as to be capable
of evaluating the merits and risks of its investment in the Placing
Shares, that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear the economic risk of, and is able to sustain a
complete loss of such investment in the Placing Shares. It further
confirms that it relied on its own examination and due diligence of
the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
16. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not
(i) dealt in the securities of the Company, (ii) encouraged or
required another person to deal in the securities of the Company,
or (iii) disclosed such information to any person, prior to the
information being made publicly available;
17. it is acting as principal and for no other person and that
its acceptance of Placing Shares will not give a contractual right
to require the issue by the Company of any Placing Shares;
18. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its
shares in accordance with the articles of association of the
Company and any relevant rules or legislation;
19. if within the United Kingdom, it represents and warrants
that it is a Qualified Investor as defined in section 86 of FSMA
(as amended) and is a person (i) having professional experience in
matters relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who falls within Article 49(2)(a) to
(d) of the Order ( "high net worth companies, unincorporated
associations, etc") or (iii) to whom this Announcement may
otherwise lawfully be communicated;
20. it is not, nor is it acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986 (depositary receipts and
clearance services);
21. that no instrument under which it acquires Placing Shares
(whether as principal, agent or nominee) will be subject to stamp
duty or stamp duty reserve tax at the increased rates referred to
in sections 67 or 93 (Depository Receipts) or section 70 or 96
(Clearance Services) of the Finance Act 1986;
22. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither Panmure Gordon nor the Company will 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
participate in the Placing and it agrees to indemnify the Company
and Panmure Gordon in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock account of
Panmure Gordon who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
23. that it irrevocably appoints any director of Panmure Gordon
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 offered to it by Panmure Gordon;
24. that if it elects to receive its Placing Shares in
uncertificated form, the CREST member account identified in the
Contract Note returned by it is not marked;
25. to indemnify on an after tax basis and hold the Company and
Panmure Gordon and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
by it (or any person on whose behalf it is acting) of the
representations, warranties, acknowledgements, agreements and
undertakings contained in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
26. that its obligations will be owed to the Company and Panmure
Gordon and acknowledges that it has an immediate, separate,
irrevocable and binding obligation, owed to Panmure Gordon, to pay
to Panmure Gordon (or as it may direct) in cleared funds an amount
equal to that shown in the Contract Note, and it undertakes that it
(and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this Announcement
on the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as
Panmure Gordon may in its discretion determine and without
liability to such Placee;
27. that that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of or in connection with any
such contract, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company
or Panmure Gordon 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;
28. that the Panmure Gordon and its affiliates will rely upon
the truth and accuracy of the representations, warranties,
acknowledgements and undertakings set out herein which are given to
Panmure Gordon on its own behalf and on behalf of the Company and
which are irrevocable and it irrevocably authorises Panmure Gordon
to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
29. it is aware of, have complied with and will continue to
comply with any obligations it has under the FCA's Money Laundering
Rules, the Criminal Justice Act 1993, Market Abuse Regulation (EU)
No 596/2014, FSMA, the Terrorism Act 2000, and the Money Laundering
Regulations to the extent applicable to it and in respect of its
subscription for Placing Shares: (i) it has complied fully with its
obligations pursuant to the Money Laundering Regulations; and (ii)
it will provide Panmure Gordon on demand with any information it
may require for the purposes of verification under the Money
Laundering Regulations;
30. that to ensure compliance with the FCA's Money Laundering
Rules, the Terrorism Act 2000, and the Money Laundering Regulations
(as applicable), Panmure Gordon may, in its absolute discretion,
require verification of Placees' identity to the extent that it has
not already provided the same. Pending the provision to Panmure
Gordon of evidence of identity, definitive certificates in respect
of Placing Shares may be retained at its absolute discretion. If
within a reasonable time after a request for verification of
identity Panmure Gordon has not received evidence satisfactory to
it, Panmure Gordon may, at its absolute discretion, terminate the
proposed issue of Placing Shares to the Placee in which event the
monies payable on acceptance of the allotment will, if paid, be
returned without interest to the account of the drawee bank from
which they were originally debited. No Placing Shares will be
placed with a Placee if before Admission its acceptance of any
Placing Shares is rejected pursuant to the Money Laundering
Regulations;
31. that it will not make any offer to the public of those
Placing Shares to be subscribed by it for the purposes of the
Prospectus Regulation;
32. that it will not distribute any document relating to the
Placing Shares and it will be subscribing for the Placing Shares
for its own account as principal or for a discretionary account or
accounts (as to which it has full power and authority to make the
acknowledgments, representations and agreements herein on behalf of
each such account) for investment purposes only;
33. that this Announcement does not constitute an offer to sell,
or the solicitation of an offer to buy, Placing Shares in any
jurisdiction in which such an offer or solicitation is unlawful. It
acknowledges and agrees that the Placing Shares have not been and
will not be registered or qualified for sale under the securities
laws of any Restricted Jurisdiction or any other jurisdiction where
to do so would be unlawful. Accordingly, the Placing Shares may not
be offered or sold, directly or indirectly, within the United
States and it represents, warrants and acknowledges to Panmure
Gordon that it will only offer and sell the Placing Shares outside
the United States in offshore transactions in accordance with
Regulation S under the US Securities Act or within the United
States pursuant to a valid registration statement or pursuant to an
available exemption therefrom under the Securities Act. The Placing
Shares may not be sold within or to persons who are nationals of or
are resident in or who are corporations or other entities organised
under the laws of Restricted Jurisdictions or any jurisdiction
where to do so would be unlawful unless pursuant to a relevant
exemption. Each Placee agrees not to distribute this Announcement
in or into any Restricted Jurisdictions or any jurisdiction where
to do so would be unlawful;
34. if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such investor's agreement to subscribe for Placing
Shares under the Placing and will not be any such person on the
date any such Placing is accepted;
35. that information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars'
computer system(s). It acknowledges and agrees that for the
purposes of the General Data Protection Regulation (EU) 2016/679
and other relevant data protection legislation which may be
applicable (the "Data Protection Law"), the Company and the
Registrars are required to specify the purposes for which they will
hold personal data. The Company and the Registrars will only use
such information for the purposes set out below (collectively, the
"Purposes"), being to:
i. process its personal data (including sensitive personal data)
as required by or in connection with its holding of Ordinary
Shares, including processing personal data in connection with
credit and money laundering checks on it;
ii. communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares;
iii. provide personal data to such third parties as the Company
or the Registrars may consider necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares or as the Data Protection Law may require, including to
third parties outside the United Kingdom or the European Economic
Area;
iv. without limitation, provide such personal data to the
Company or Panmure Gordon for processing, notwithstanding that any
such party may be outside the United Kingdom or the EEA States;
and
v. process its personal data for the Company's or Registrars' internal administration;
36. that it has obtained the consent of any data subjects to the
Registrars and the Company and their respective associates holding
and using their personal data for the Purposes (including the
explicit consent of the data subjects for the processing of any
sensitive personal data for the purpose set out in paragraph 32
above). For the purposes of this Announcement, "data subject",
"personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law.
The foregoing acknowledgements, undertakings, representations,
warranties and confirmations are given to each of the Company and
Panmure Gordon (for their own benefit, and where relevant, the
benefit of their respective affiliates) and are irrevocable. The
Company and Panmure Gordon will rely upon the truth and accuracy of
the foregoing acknowledgements, undertakings, representations,
warranties and confirmations.
The agreement to settle a Placee's acquisition of Placing Shares
(and/or the acquisition by a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to an acquisition by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes, and is based on a warranty
from each Placee, 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
dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable, for which neither the Company nor Panmure Gordon
will be responsible. If this is the case, each Placee should seek
its own advice and notify Panmure Gordon.
In addition, Placees should note that they will be liable for
any 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
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that Panmure Gordon or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Panmure Gordon does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
and Open Offer Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Panmure Gordon, any money held in an account with
Panmure Gordon 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 rules and regulations of the FCA made under 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 Panmure Gordon's money in
accordance with the client money rules and will be used by Panmure
Gordon in the course of its own business and the Placee will rank
only as a general creditor of Panmure Gordon.
All times and dates in this Announcement may be subject to
amendment. Panmure Gordon shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
APPIX III
DEFINITIONS
"Act" the UK Companies Act 2006, as amended
"Admission" First Admission or Second Admission as the context
requires
"AIM" the market of that name operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies, which sets out the
rules and responsibilities for companies whose shares are admitted
to trading on AIM, as amended from time to time
"Application Form" the application form relating to the Open
Offer and enclosed with the Circular for use by Eligible non-CREST
Shareholders
"Basic Entitlement(s)" the pro rata entitlement for Eligible
Shareholders to subscribe for Open Offer Shares, pursuant to the
Open Offer, as described in Part III of the Circular
"Board" or "Directors" the board of directors of the Company,
whose names are listed on page 7 of the Circular
"Business Day" a day (other than a Saturday, Sunday or public
holiday) when banks are usually open for business in London
"Capital Raising" the Placing, the Subscription and the Open
Offer, taken together
"Capital Raising Announcement" the Company's announcement on 24
October 2019 relating to the Capital Raising
"certificated or in certificated form" in relation to a share or
other security, a share or other security that is not in
uncertificated form, that is not in CREST
"Circular" or "the Circular" this circular of the Company giving
(amongst other things) details of the Placing, the Subscription and
the Open Offer and incorporating the Notice of General Meeting
"Company" or "C4XD" C4X Discovery Holdings plc, a public limited
company incorporated in England and Wales under registered number
9134041
"CREST" the relevant system (as defined in the Regulations)
which enables title to units of relevant securities (as defined in
the Regulations) to be evidenced and transferred without a written
instrument and in respect of which Euroclear is the Operator (as
defined in the Regulations)
"CREST Manual" the rules governing the operation of CREST, as
published by Euroclear
"CREST member" a person who has been admitted by Euroclear as a
system-member (as defined in the CREST Regulations)
"CREST participant" a person who is, in relation to CREST, a
system participant (as defined in the CREST Regulations)
"CREST payment" shall have the meaning given in the CREST Manual
issued by Euroclear
"CREST regulations" the Uncertificated Securities Regulations
2001 (SI 2001 - No.3775), as amended
"CREST sponsor" a CREST participant admitted to CREST as a CREST
sponsor
"CREST sponsored member" a CREST member admitted to CREST as a
sponsored member (which includes all CREST personal members)
"Drug Discovery" the process through which potential new
medicines are identified, involving a wide range of scientific
disciplines, including biology, chemistry and pharmacology
"EIS" the Enterprise Investment Scheme
"EIS Shares" the new Ordinary Shares to be allotted and issued
pursuant to
the Placing and Open Offer Agreement to certain persons seeking
to invest in "EIS/VCT Shares" for the purposes of EIS
"EIS/VCT Shares" together the EIS Shares and the VCT Shares,
being the Placing Shares that will be offered to VCTs and to those
investors seeking to claim EIS relief in relation to their
investment
"Eligible CREST Shareholders" Eligible Shareholders holding
Existing Ordinary Shares which, on the register of members of the
Company on the Record Date, are in uncertificated form in CREST
"Eligible Non-CREST Shareholders" Eligible Shareholders holding
Existing Ordinary Shares which, on the register of members of the
Company on the Record Date, are in certificated form
"Eligible Shareholders" holders of Existing Ordinary Shares on
the register of members of the Company on the Record Date, with the
exception (subject to certain exceptions) of Shareholders resident
in or citizens of any Restricted Jurisdiction, who are eligible to
be offered Open Offer Shares under the Open Offer in accordance
with the terms and conditions set out in the Circular
"Enlarged Share Capital" the issued ordinary share capital of
the Company immediately following Second Admission, as enlarged by
the New Ordinary Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST
"Excess Application Facility" the facility pursuant to which
Eligible Shareholders may apply to subscribe for such number of
Open Offer Shares in excess of their Basic Entitlement subject to
the terms and conditions of the Open Offer set out in Part III of
the Circular
"Excess CREST Open Offer Entitlement" in respect of each
Eligible CREST Shareholder, the entitlement to apply for Open Offer
Shares in addition to the Basic Entitlement credited to the
Eligible CREST Shareholder's account in CREST, pursuant to the
Excess Application Facility, which is conditional on the Eligible
CREST Shareholder taking up his Basic Entitlement in full and which
may be subject to scaleback in accordance with the provisions of
the Circular
"Excess Entitlement(s)" Open Offer Shares in excess of the Basic
Entitlement, but not in excess of the total number of Open Offer
Shares, allocated to an Eligible Shareholder pursuant to the Open
Offer as described in paragraph 4 of Part III of the Circular
"Excess Shares" the Open Offer Shares for which Eligible
Shareholders may apply under the Excess Application Facility in
addition to their Basic Entitlement
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked 'ex' for entitlement under the Open Offer being
25 October 2019
"Excluded Overseas Shareholders" other than as agreed by the
Company and Panmure Gordon or as permitted by applicable law,
Shareholders who are located or have registered addresses in a
Restricted Jurisdiction
"Existing Ordinary Shares" the 57,792,636 Ordinary Shares in
issue at the date of the Circular all of which are admitted to
trading on AIM
"FCA" the UK Financial Conduct Authority
"Final Date" 2 December 2019
"First Admission" the admission of the EIS/VCT Shares to trading
on AIM becoming effective in accordance with the AIM Rules
"Form of Proxy" the form of proxy for use by Shareholders in
connection with the General Meeting which is enclosed with the
Circular
"FSMA" the UK Financial Services and Markets Act 2000 (as
amended)
"General Meeting" the general meeting of the Company convened
for 11.00 a.m. on
13 November 2019 at which the Resolutions will be proposed,
notice of which is set out at the end of the Circular
"General Placing Shares" the new Ordinary Shares to be allotted
and issued which are neither EIS Shares nor VCT Shares
"Group" the Company, its Subsidiaries and Subsidiary
undertakings
"HMRC" Her Majesty's Revenue & Customs
"ISIN" International Securities Identification Number
"Issue Price" 15 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations" the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (as amended)
"New Ordinary Shares" the new Ordinary Shares (being the Placing
Shares, the Subscription Shares and the Open Offer Shares) to be
issued by the Company pursuant to the Resolutions
"Notice of General Meeting" the notice of General Meeting, set
out at the end of the Circular
"Open Offer" the proposed conditional, pre-emptive offer by the
Company to Eligible Shareholders to apply for the Open Offer Shares
at the Issue Price on the terms and conditions outlined in the
Circular and, where relevant, in the Application Form
"Open Offer Entitlements" entitlements for Eligible Shareholders
to subscribe for Open Offer Shares comprised of the Basic
Entitlement and the Excess Entitlement
"Open Offer Shares" up to 6,421,404 new Ordinary Shares to be
issued by the Company to Eligible Shareholders pursuant to the Open
Offer
"Ordinary Shares" the ordinary shares of one penny (GBP0.01)
each in the share capital of the Company
"Overseas Shareholders" Shareholders with registered addresses
outside the United Kingdom or who are citizens of, incorporated in,
registered in or otherwise resident in, countries outside the
UK
"Panmure Gordon" Panmure Gordon (UK) Limited, a company
incorporated in England
and Wales with company number 04915201, authorised and regulated
by the FCA
"Placees" any person who has agreed to subscribe for Placing
Shares
"Placing" the proposed conditional, non-pre-emptive placing by
Panmure Gordon (on behalf of the Company) of the Placing Shares at
the Issue Price on the terms and subject to the conditions in the
Placing and Open Offer Agreement
"Placing and Open Offer Agreement" the conditional agreement
dated 24 October 2019 relating to the Placing and the Open Offer,
between the Company and Panmure Gordon in connection with the
Capital Raising, further details of which are set out in the
Circular
"Placing Shares" the new Ordinary Shares (together being the
General Placing Shares, the EIS Shares and the VCT Shares) which
are to be conditionally subscribed for in accordance with the terms
of the Placing and Open Offer Agreement
"Prospectus Regulation" Commission Regulation (EU) 2017/1129
which entered into force on 21 July 2019, replacing the prospectus
directive as implemented within the European Union
"Receiving Agent" Link Market Services Limited trading as Link
Asset Services
"Record Date" close of business on 23 October 2019
"Registrars" Link Asset Services, registrar to the Company
"Regulations" the UK Uncertificated Securities Regulations 2001
(SI 2001 No.3755), as amended
"Regulatory Information Service" has the meaning given in the
AIM Rules for Companies
"Resolutions" the resolutions to be proposed at the General
Meeting as set out in the Notice of General Meeting
"Restricted Jurisdictions" each of Australia, Canada, Japan, the
Republic of South Africa, New Zealand and the United States where
the extension or availability of the Placing, the Subscription or
the Open Offer would breach any applicable law
"Second Admission" admission of the General Placing Shares, the
Subscription Shares and the Open Offer Shares to trading on AIM
becoming effective in accordance with the AIM Rules
"Securities Act" the United States Securities Act of 1933
"Shareholders" the holders of Ordinary Shares from time to time,
each individually a "Shareholder"
"Subscription" the direct subscription with the Company for the
Subscription Shares at the Issue Price by certain investors
pursuant to the Subscription Letters
"Subscription Letters" the subscription letters entered into
between the Company and certain investors on or before the date of
the Capital Raising Announcement, pursuant to which such investors
have agreed to subscribe for Subscription Shares
"Subscription Shares" thenew Ordinary Shares which are subject
of the Subscription
"Subsidiary" has the meaning given to it in section 1159 of the
Act
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"uncertificated or in uncertificated form" a share or other
security recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by
means of CREST
"US" or "United States" the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia
"USE" unmatched stock event
"VCT" a company which is, or which is seeking to become,
approved as a venture capital trust under Section 842AA of the UK
Income and Corporation Taxes Act 1988
"VCT Shares" thenew Ordinary Shares to be allotted and issued to
VCTs
APPENDIX IV
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record date for entitlement under the Open Close of business on
Offer 23 October 2019
Announcement of the Placing and Open Offer 7.00 a.m. 24 October
2019
Posting of the Circular, Form of Proxy and by 25 October 2019
Application Form (where applicable)
Ex-entitlement date for the Open Offer 8.00 a.m. on 25 October
2019
Basic Entitlements and Excess Entitlements 28 October 2019
credited to stock accounts in CREST for Eligible
Shareholders
Latest recommended time and date for requested 4.30 p.m. on 6 November
withdrawal of Basic Entitlements and Excess 2019
Entitlements from CREST
Latest time and date for depositing Basic 3.00 p.m. on 7 November
Entitlements and Excess Entitlements in CREST 2019
Latest time and date for splitting Application 3.00 p.m. on 8 November
Forms (to satisfy bona fide market claims 2019
only)
Latest time and date for receipt of Forms 11.00 a.m. on 11 November
of Proxy 2019
Latest time and date for receipt of Application 11.00 a.m. on 12 November
Forms and payment in full under the Open 2019
Offer and settlement of relevant CREST instructions
General Meeting 11.00 a.m. on 13 November
2019
Results of the General Meeting and the Open 13 November 2019
Offer announced
Admission of the EIS/VCT Shares to trading 8.00 a.m. on 14 November
on AIM and commencement of dealings 2019
CREST accounts to be credited for EIS/VCT 14 November 2019
Shares to be held in uncertificated form
Admission of the General Placing Shares, 8.00 a.m. on 15 November
the Subscription Shares and the Open Offer 2019
Shares to trading on AIM and commencement
of dealings
CREST accounts to be credited for General 15 November 2019
Placing Shares and Open Offer Shares to be
held in uncertificated form
Expected date of dispatch of definitive share Within 14 days of allotment
certificates for New Ordinary Shares to be
held in certificated form
Notes:
1) All of the above times, and other time references in the Circular, refer to UK time.
2) The statistics and timetable above assume that are set out in
the Notice of General Meeting are passed. Events listed in the
above timetable following the General Meeting are conditional on
the Resolutions being passed at the General Meeting.
3) The ability to participate in the Open Offer is subject to
certain restrictions relating to Eligible Shareholders with
registered addresses or who are located or resident in countries
outside the UK (particularly the Excluded Overseas Shareholders),
details of the Placing Shares which are set out in paragraph 7 of
Part III of the Circular. Subject to certain exceptions,
Application Forms will not be dispatched to, and Open Offer Shares
Entitlements will not be credited to the stock accounts in CREST
of, Shareholders with registered addresses in any of the Restricted
Jurisdictions.
4) Each of the times and dates set out in the above timetable
and mentioned in the Circular is indicative only and are subject to
change, by the Company (with the agreement of Panmure), in which
case the revised times and dates will be notified of the London
Stock Exchange and the Company will make an appropriate
announcement to Shareholders through a Regulatory Information
Service.
5) Different deadlines and procedures for applications may apply
in certain cases. For example, if you hold your Ordinary Shares
through a CREST member or other nominee, that person may set an
earlier date for application and payment than the dates noted
above
6) All references to legislation in the Circular are to the
legislation of England and Wales, unless the contrary is indicated.
Any reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof.
--ENDS--
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 or visit www.rns.com.
END
IOEPGGUAUUPBPUW
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