TIDMALM
RNS Number : 7537Q
Allied Minds PLC
01 December 2016
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR IN
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICE AT THE OF THE ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Allied Minds plc
("Allied Minds" or the "Company" or the "Group")
PROPOSED EQUITY PLACING
Allied Minds (LSE: ALM), a diversified holding company focused
on innovative science and technology development and
commercialisation, today announces its intention to undertake an
equity placing to raise approximately $65 million, through the
issue of approximately 14 million new ordinary shares of 1 pence
each in the Company (the "Placing Shares"), equivalent to
approximately 6.5 per cent. of the Company's existing share capital
(the "Placing"). The Placing is expected to create increased
financial flexibility to support subsidiaries and to time potential
monetisation events from a position of strength, with a view to
maximising value to shareholders.
Highlights
The net proceeds of the proposed Placing are to be used as
follows:
-- Approximately $40 million to invest alongside third party
investors in later stage subsidiaries
-- Approximately $15 million to invest in early rounds of selected early stage subsidiaries
-- Approximately $10 million to invest in pipeline of innovative
new technologies including alongside General Electric ("GE")
Ventures through our strategic alliance
Certain existing shareholders of the Company, including the
largest shareholders Woodford Investment Management LLP ("WIM") and
Invesco Asset Management Limited have indicated support for the
Company conducting the Placing. WIM has expressed a desire to place
a significant order in the Placing. In addition GIC Private Limited
has indicated that it wishes to meaningfully increase its holding
in the Company through participation in the Placing.
Following the Placing, the Company will not issue further shares
for a period of at least 180 days, subject to customary
exceptions.
Rationale for Placing and use of proceeds
Allied Minds has built a strong portfolio of companies, focused
on venture creation within the life science and technology sectors,
through extensive access to over 160 U.S. universities and federal
research labs across the US with aggregate annual research and
development budgets of $125 billion. Allied Minds has invested $239
million to date, and raised a further $225 million of third party
direct investment and binding commitments into subsidiaries.
The Company has identified attractive investment opportunities
in both its current portfolio of 26 subsidiaries as well as what
the directors believe to be a strong pipeline of innovative new
technologies. To capitalise on additional growth and development
opportunities, it is expected that a number of subsidiaries will
look to raise capital over the course of 2017-18. The proceeds of
the Placing will enable the Company to maintain majority ownership
in its subsidiaries where possible and minimise dilution in further
fundraising rounds. In addition, the proceeds will allow the
Company to continue to invest in and develop innovative new
technologies and IP from universities, federal research labs and
strategic partners. The board of directors of the Company believes
the policy of protecting existing subsidiary shareholdings and
continuing to invest in the pipeline is the right approach for the
Company and will maximise value for all shareholders.
Of the anticipated fundraise, approximately $40 million is to be
invested alongside third party investors in later stage
subsidiaries, which are collectively expected to raise between $130
million and $210 million in 2017-18. Later-stage subsidiaries
comprise Federated Wireless, Inc., Hawkeye 360, Inc. ("HawkEye
360"), Precision Biopsy, Inc. SciFluor Life Sciences, Inc. and Spin
Transfer Technologies, Inc. These are key subsidiaries for the
Company and where Group Subsidiary Ownership Adjusted Value
("GSOAV") has grown materially since the Company's IPO. The Company
plans to invest in these portfolio companies alongside third
parties to minimise dilution and maximise long-term value capture.
Where possible, the Company will seek to maintain majority
ownership, in line with its core strategy.
Approximately $15 million of the proceeds is to be invested in
early rounds of selected early stage subsidiaries, which are
collectively expected to raise between $50 million and $65 million
in 2017-18. The Series A investments are anticipated to be similar
in structure to the recent HawkEye 360 financing round which had
participation from a range of investors, including Allied Minds,
strategic investors and financial investors.
Approximately $10 million of the proceeds will be used to invest
in the Company's pipeline of innovative new technologies. This will
primarily focus on the technology pipeline with GE, building on
positive early engagement since the announcement of the strategic
alliance in September 2016. The strategic alliance expands Allied
Minds' deep network of research and development partners to include
GE's early stage technologies. Allied Minds receives a right of
first refusal to exclusively license or acquire certain
technologies, chosen by GE, which are of strategic interest to the
companies. GE will also have the opportunity to invest in selected
innovations sourced from Allied Minds' network of over 160
university and federal research partners.
Current Trading update
The directors of the Company believe that the GSOAV has not
significantly changed since 31 December 2015.
As of 31 October 2016, and adjusting for the $4 million invested
by the Company in the HawkEye 360 financing round which closed on
22 November 2016, Allied Minds' cash balance was $154 million. Of
this, $91 million is invested for specific use within Allied Minds'
consolidated subsidiaries, leaving $63 million held by Allied Minds
available for further investment activities.
Given the Company's business model and identified attractive
investment opportunities, the directors of the Company believe the
Company should hold a meaningful cash reserve.
It is expected that the proceeds of the Placing will create
increased financial flexibility to support subsidiaries and to time
potential monetisation events from a position of strength, with a
view to maximising value for shareholders.
Details of the Placing
Credit Suisse Securities (Europe) Limited ("Credit Suisse") is
acting as Sole Global Co-ordinator and Joint Bookrunner and Numis
Securities Limited ("Numis") is acting as Joint Bookrunner in
connection with the Placing.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being the "Announcement").
The Joint Bookrunners will today commence a bookbuilding process in
respect of the Placing (the "Bookbuilding Process"). The price per
ordinary share at which the Placing Shares are to be placed (the
"Placing Price") and number of shares to be issued in the Placing
will be decided at the close of the Bookbuilding Process. The book
will open with immediate effect following this Announcement. The
timing of the closing of the book, pricing and allocations are at
the discretion of the Joint Bookrunners and Allied Minds. Details
of the Placing Price and the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuilding Process. The Joint Bookrunners and the Company may
agree to increase or decrease the size of the Placing within
certain agreed parameters. The number of Placing Shares to be
issued will not in any event exceed 21,629,553 representing
approximately 9.9 per cent. of the Company's existing issued
ordinary share capital.
The issue of the Placing Shares is to be effected by way of a
cashbox placing. The Company will allot and issue the Placing
Shares on a non pre-emptive basis to Placees in consideration for
Credit Suisse transferring its holdings of redeemable preference
shares and ordinary subscriber shares in a Jersey special purpose
vehicle ("Jersey SPV") to the Company. Accordingly, instead of
receiving cash as consideration for the allotment and issue of
Placing Shares, at completion of the Placing the Company will own
all of the issued ordinary shares and redeemable preference shares
of Jersey SPV, whose only asset will be its cash reserves, which
will represent an amount approximately equal to the net proceeds of
the Placing. The Placing is not underwritten.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Applications will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List (the "Official
List") of the Financial Conduct Authority (the "FCA") and to be
admitted to trading on the main market for listed securities of the
London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Settlement of the Placing Shares and Admission is
expected to take place on or around 8.00 a.m. on 6 December 2016.
The Placing is conditional, among other things, upon Admission
becoming effective and the placing agreement between the Company,
the Joint Bookrunners and Credit Suisse International dated the
date hereof (the "Placing Agreement") not being terminated in
accordance with its terms. The Appendix sets out further
information relating to the Bookbuilding Process and the terms and
conditions of the Placing.
About Allied Minds
Allied Minds is a diversified holding company focused on venture
creation within the life science and technology sectors. With
extensive access to hundreds of university and federal labs across
the US, Allied Minds forms, funds, and operates a portfolio of
companies to generate long-term value for its investors and
stakeholders. Based in Boston, with nationwide presence in Los
Angeles and New York, Allied Minds supports its businesses with
capital, central management, and shared services. For more
information, please visit www.alliedminds.com.
For further information, please contact:
Allied Minds: +1 617 419 1800
Chris Silva, Chief Executive Officer
Sole Global Co-ordinator and Joint Bookrunner - Credit Suisse:
+44(0) 207 888 8888
David Wheeler
Lewis Burnett
Omri Lumbroso
Joint Bookrunner - Numis: +44 (0) 207 260 1000
Ben Stoop
Freddie Naylor-Leyland
Citigate Dewe Rogerson: +44 (0) 207 638 9571/+44(0)207 282
2961
Rob Newman
Shabnam Bashir
IMPORTANT NOTICE
No action has been taken by the Company, the Global Co-ordinator
or the Joint Bookrunners, or any of their respective affiliates,
that would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction or the possession or
distribution of this Announcement or any other offering or
publicity material relating to the Placing Shares in any
jurisdiction where action for that purpose is required. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Persons into whose
possession this Announcement comes shall inform themselves about,
and observe, such restrictions.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive (as defined
below)) to be published.
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO
PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE,
DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE
"UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN
ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH
OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and 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 (i) outside the United States in reliance on
Regulation S under the Securities Act and (ii) within the United
States only to persons reasonably believed to be "qualified
institutional buyers" pursuant to an exemption from, or in
transactions not subject to, the registration requirements of the
Securities Act. There will be no public offering of the Placing
Shares in the United States, the United Kingdom or elsewhere. No
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares.
The Placing Shares have not been approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Canada, Australia,
Japan or South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national,
resident or citizen of Australia, Japan or South Africa or to any
investor located or resident in Canada.
This communication is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(1)(e) of EU Directive 2003/71/EC
and amendments thereto (the "Prospectus Directive") ("Qualified
Investors") and (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 amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in article 49(2) of the
Order and (ii) are "qualified investors" as defined in section 86
of the Financial Services and Markets Act 2000 (as amended) (the
"FSMA") and (c) otherwise, to persons to whom it may otherwise be
lawful to communicate it (all such persons together being
referenced to as "relevant persons"). Any investment in connection
with the Placing will only be available to, and will only be
engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this Announcement or any of its
contents.
Each of Credit Suisse Securities (Europe) Limited ("Credit
Suisse"), Credit Suisse International ("CSI") and Numis Securities
Limited ("Numis" and, together with Credit Suisse, the "Joint
Bookrunners") is authorised and regulated in the United Kingdom by
the FCA and is acting exclusively for the Company in connection
with the Placing and no one else and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients nor for providing advice to any other
person in relation to the Placing and/or any other matter referred
to in this Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or CSI (apart from the responsibilities or
liabilities that may be imposed by the FSMA, as amended, or the
regulatory regime established thereunder) or any of their
respective affiliates or any of their respective directors,
officers, employees, advisers, representatives or shareholders
(collectively, "Representatives") for the contents of this
Announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Joint Bookrunners or CSI or any of their
respective affiliates or by any of their respective Representatives
in connection with the Company, the Placing Shares or the Placing
and any responsibility and liability whether arising in tort,
contract or otherwise therefore is expressly disclaimed. The Joint
Bookrunners, CSI and each of their respective affiliates and each
of their respective Representatives accordingly disclaim all and
any liability, whether arising in tort, contract or otherwise (save
as referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by the Joint Bookrunners or
CSI or any of their respective affiliates or any of their
respective Representatives as to the accuracy, fairness,
verification, completeness or sufficiency of the information
contained in this Announcement and nothing in this Announcement is,
or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
This Announcement contains (or may contain) certain
forward-looking statements, beliefs or opinions, with respect to
certain of the Company's current expectations and projections about
future prospects, developments, strategies, performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan"
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts and reflect the directors'
beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement, including, but not limited to, those risks and
uncertainties described in the risk factors included in the
Company's 2015 Annual Report. These statements are subject to
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor the Joint
Bookrunners nor any of their respective affiliates nor any of their
respective Representatives assumes any responsibility or obligation
to update, amend or revise publicly or review any of the
forward-looking statements contained in this Announcement. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement. Any
indication in this Announcement of the price at which Placing
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 or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. Past performance of the Company
cannot be relied on as a guide to future performance and persons
reading this Announcement are cautioned not to place undue reliance
on such forward-looking statements.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with
the Placing or otherwise. Accordingly, references to Placing Shares
being offered, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or
dealing by, the Joint Bookrunners and any of their respective
affiliates acting in such capacity. In addition, the Joint
Bookrunners and any of their affiliates may enter into financing
arrangements (including swaps) with investors in connection with
which the Joint Bookrunners and any of their respective affiliates
may from time to time acquire, hold or dispose of shares. The Joint
Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS THERETO (THE
"PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (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 ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED ("FSMA"), (C) IN THE UNITED STATES,
CERTAIN QUALIFIED INSTITUTIONAL BUYERS ("QIBS") (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT")), AND (D) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER
PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE 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. 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
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OR ACQUISITION OF ANY SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS DOCUMENT (AND THE INFORMATION CONTAINED HEREIN) DOES
NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT, OR UNDER THE APPLICABLE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC
OFFER OF THE PLACING SHARES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING
SHARES.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of up to 21,629,553 new ordinary shares
(the "Placing Shares") of one pence each in the capital of Allied
Minds plc ("Allied Minds") by making an oral or written offer to
take up Placing Shares, including any individuals, funds or others
on whose behalf a commitment to take up Placing Shares is given
("Placees"), will be deemed to have read and understood this
announcement (the "Announcement"), including this Appendix, in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
1. it is a Relevant Person (as defined above) and undertakes
that it will take up, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business; and
2. if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive (as defined above), that any Placing Shares
taken up by it in the Placing will not be taken up on a
non-discretionary basis on behalf of, nor will they be taken up
with a view to their offer or resale to, persons in any member
state of the EEA in circumstances which may give rise to an offer
of securities to the public, other than an offer or resale in a
member state of the EEA which has implemented the Prospectus
Directive to Qualified Investors (as defined above), or in
circumstances in which the prior consent of each of Credit Suisse
Securities (Europe) Limited ("Credit Suisse") and Numis Securities
Limited ("Numis") has been given to each such proposed offer or
resale.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
Neither Credit Suisse nor Numis makes any representation to any
Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
Allied Minds has today entered into an agreement (the "Placing
Agreement") with Credit Suisse and Numis, who are each acting as
bookrunners (the "Joint Bookrunners"), and Credit Suisse
International ("CSI"), under which, subject to the conditions set
out therein, each of the Joint Bookrunners has agreed, as agent for
and on behalf of Allied Minds, to use its reasonable endeavours to
procure Placees for the Placing Shares at a price to be determined
following completion of the Bookbuild (as described in this
Announcement and defined below).
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in Allied Minds, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such ordinary shares after the date of issue of the Placing
Shares.
The issue of the Placing Shares is to be effected by way of a
cash box placing. Allied Minds will allot the Placing Shares to
Placees in consideration for the transfer to Allied Minds by Credit
Suisse of certain shares in a Jersey incorporated subsidiary of
Allied Minds.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to listing on the
premium listing segment of the Official List of the FCA (the
"Official List") and to the London Stock Exchange plc ("London
Stock Exchange") for admission of the Placing Shares to trading on
its main market for listed securities (together, "Admission").
It is expected that Admission will become effective on or around
8.00 a.m. on 6 December 2016 and that dealings in the Placing
Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. 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.
The Joint Bookrunners and Allied Minds shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Credit Suisse and Numis are arranging the Placing as Joint
Bookrunners and agents of Allied Minds.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. The Joint Bookrunners' agents and their
respective affiliates are each entitled to enter bids in the
Bookbuild as principal.
3. The Bookbuild will establish a single price per Placing Share
payable to the Joint Bookrunners by all Placees whose bids are
successful (the "Placing Price"). The final number of Placing
Shares and the Placing Price will be agreed between the Joint
Bookrunners and Allied Minds following completion of the Bookbuild.
Any discount to the market price of the existing ordinary shares of
Allied Minds will be determined in accordance with the FCA's
Listing Rules. The Placing Price and the number of Placing Shares
will be announced on an FCA-listed regulatory information service
(a "Regulatory Information Service") following the completion of
the Bookbuild (the "Pricing Announcement").
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at either of the Joint
Bookrunners. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire at either the
Placing Price which is ultimately established by Allied Minds and
the Joint Bookrunners or at prices up to a price limit specified in
its bid. Bids may be scaled down by the Joint Bookrunners on the
basis referred to in paragraph 9 below. Each of the Joint
Bookrunners is arranging the Placing severally (and not jointly, or
jointly and severally), each as agent of Allied Minds.
5. The Bookbuild is expected to close no later than 5pm (London
time) 2 December 2016, but may be closed earlier or later at the
absolute discretion of the Joint Bookrunners. The Joint Bookrunners
may, in agreement with Allied Minds, accept bids that are received
after the Bookbuild has closed. Allied Minds reserves the right
(upon the agreement of the Joint Bookrunners) to reduce or seek to
increase the amount to be raised pursuant to the Placing.
6. Each prospective Placee's allocation will be determined by
the Joint Bookrunners in their sole discretion and will be
confirmed orally by one of the Joint Bookrunners as agent of Allied
Minds following the close of the Bookbuild. That oral confirmation
will constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to acquire the
number of Placing Shares allocated to it at the Placing Price on
the terms and conditions set out in this Appendix and in accordance
with Allied Minds' articles of association and each Placee will be
deemed to have read and understood this Announcement (including
this Appendix) in its entirety.
7. Each prospective Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by one of the
Joint Bookrunners. The terms of this Appendix will be deemed
incorporated by reference therein.
8. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner, to pay as principal to the relevant Joint Bookrunner
(or as it may direct) in cleared funds immediately on the
settlement date an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to acquire
and Allied Minds has agreed to allot and issue to that Placee.
9. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined in agreement with Allied Minds and may
scale down any bids for this purpose on such basis as they may
determine. The Joint Bookrunners may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of Allied
Minds (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and, except with the consent of the Joint Bookrunners, will
not be capable of variation or revocation after the time at which
it is submitted.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or Allied
Minds using the name of any Placee (or its agent), in its capacity
as Placee (or agent), other than with such Placee's prior written
consent.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
13. All obligations under the Bookbuild and Placing will be
subject to 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 "Right to terminate under the
Placing Agreement".
14. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Joint
Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Bookrunners and Allied Minds may agree.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Shares are conditional on,
inter alia: certain publication of announcement obligations; the
warranties being true and accurate; fulfilment by Allied Minds of
its material obligations; Admission taking place; and allotment of
the Placing Shares. The Joint Bookrunners and CSI (together, the
"Banks"), have a discretion to waive compliance with the conditions
(where capable of waiver) and/or agree an extension in time for
their satisfaction.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Banks) or become
incapable of fulfilment on or before the date or time specified for
the fulfilment thereof (or such later date and/or time as the Banks
may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement (including this
Appendix).
Lock-up
Allied Minds has undertaken that it will not, and will procure
that none of its subsidiaries will (save as required by law or the
rules or standards of the London Stock Exchange or the FCA's
Listing Rules), at any time between the date of the Placing
Agreement and the date which is 180 calendar days from the date of
the Placing Agreement without the prior written consent of the
Joint Bookrunners (such consent not to be unreasonably delayed or
withheld), (i) issue, allot, offer, pledge, sell, contract to sell,
grant any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase,
lend or otherwise transfer or dispose of, directly or indirectly,
any ordinary shares or other shares in the capital of Allied Minds
or any securities convertible into or exchangeable for ordinary
shares or other shares in the capital of Allied Minds; or (ii)
enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership
of ordinary shares or other shares in the capital of Allied Minds,
whether any such transaction described in (i) or (ii) above is to
be settled by delivery of ordinary shares or other shares in the
capital of Allied Minds or such other securities, in cash or
otherwise, provided that the foregoing shall not prevent or
restrict the grant of options or share awards under, or the
allotment and issue of shares pursuant to options or share awards
under, any existing employee share schemes of Allied Minds (in
accordance with its normal practice).
Right to terminate under the Placing Agreement
At any time before Admission, the Joint Bookrunners are each
entitled to terminate the Placing Agreement in the following
circumstances, amongst others: (i) if any of the Company's
warranties or representations are not or cease to be true and
accurate or have become misleading; or (ii) if any of the
conditions have not been satisfied or waived by the Banks by the
date specified therein; or (iii) if Allied Minds' applications to
the FCA and Euroclear, respectively, in respect of Admission are
withdrawn by Allied Minds and/or refused by the FCA, the London
Stock Exchange or Euroclear (as appropriate); or (iv) there shall
have occurred any Material Adverse Change (as defined therein); or
(v) if there has occurred any material adverse change in any major
financial market in the United States, the United Kingdom or any
member of the European Union or in other international financial
markets; or (vi) if trading in the ordinary shares of Allied Minds
is suspended or limited by the London Stock Exchange; or (vii) if a
banking moratorium has been declared; or (viii) there has occurred
an adverse change or a prospective adverse change in United Kingdom
taxation affecting Allied Minds' ordinary shares since the date of
the Placing Agreement.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Banks of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Banks, and that it need not make any reference to Placees and
that the Banks shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) released
by Allied Minds today and any information publicly announced to a
Regulatory Information Service by or on behalf of Allied Minds on
or prior to the date of this Announcement, and subject to the
further terms set forth in the contract note to be provided to
individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement (including this Appendix) is exclusively the
responsibility of Allied Minds and confirms that it has neither
received nor relied on any other information, representation,
warranty or statement made by or on behalf of Allied Minds, the
Joint Bookrunners or any other person and neither of the Joint
Bookrunners or Allied Minds nor any of their respective affiliates
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
Allied Minds in accepting a participation in the Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, subject to
certain exceptions. Allied Minds reserves the right to require
settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees in certificated form if in the Joint
Bookrunners' reasonable opinion delivery or settlement is not
possible or practicable within the CREST system or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the
Joint Bookrunners.
Allied Minds will deliver the Placing Shares to a CREST account
operated by Credit Suisse as agent for and on behalf of Allied
Minds and 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.
It is expected that settlement will be on 6 December 2016 on a
T+2 basis in accordance with the instructions set out in the
contract note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners 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 account and benefit of the Joint
Bookrunners, 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 thereon or other
similar taxes imposed in any jurisdiction) which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are 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 and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each Joint Bookrunner
(in its capacity as a bookrunner and agent of Allied Minds, in each
case as a fundamental term of its application for Placing Shares)
that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its acquisition of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained
herein;
2. no offering document or prospectus has been prepared in
connection with the Placing and it has not received a prospectus or
other offering document in connection with the Bookbuild, the
Placing or the Placing Shares;
3. it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation ("MAR")
concerning Allied Minds in accepting this invitation to participate
in the Placing;
4. it has the power and authority to carry on the activities in
which it is engaged, to acquire Placing Shares and to execute and
deliver all documents necessary for such acquisition;
5. neither of the Joint Bookrunners nor Allied Minds nor any of
their respective affiliates, agents, directors, officers or
employees nor any person acting on behalf of any of them has
provided, and none of them will provide it, with any material
regarding the Placing Shares or Allied Minds other than this
Announcement (including this Appendix), nor has it requested either
of the Joint Bookrunners, Allied Minds or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
6. (i) it has made its own assessment of Allied Minds, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
Allied Minds prior to the date of this Announcement (the "Publicly
Available Information"); (ii) Allied Minds' ordinary shares are
listed on the Official List and Allied Minds is therefore required
to publish certain business and financial information in accordance
with the rules and practices of the London Stock Exchange and
relevant regulatory authorities (the "Exchange Information"), which
includes a description of the nature of Allied Minds' business,
most recent balance sheet and profit and loss account, and similar
statements for preceding years, and it has reviewed such Exchange
Information as it has deemed necessary or that it is able to obtain
or access the Exchange Information without undue difficulty; and
(iii) it has had access to such financial and other information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of Allied Minds, the Placing
and the Placing Shares, as well as the opportunity to ask
questions) concerning Allied Minds, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing;
7. (i) none of Allied Minds, the Joint Bookrunners or any of
their respective affiliates has made any representations to it,
express or implied, with respect to Allied Minds, the Placing and
the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information or the Exchange Information, and
each of them expressly disclaims any liability in respect thereof;
and (ii) it will not hold the Joint Bookrunners or any of their
respective affiliates responsible for any misstatements in or
omissions from any Publicly Available Information or any Exchange
Information. Nothing in this paragraph or otherwise in this
Announcement (including this Appendix) excludes the liability of
any person for fraudulent misrepresentation made by that
person;
8. the content of this Announcement (including this Appendix) is
exclusively the responsibility of Allied Minds and that neither of
the Joint Bookrunners nor any of their respective affiliates,
agents, directors, officers or employees nor any person acting on
their behalf has or shall have any liability for any information,
representation or statement contained in this Announcement
(including this Appendix) or any information previously published
by or on behalf of Allied Minds and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement
(including this Appendix) and any Publicly Available Information
including (without limitation) the Exchange Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given, investigation
made or representations, warranties or statements made by either of
the Joint Bookrunners or Allied Minds nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on its or their behalf and neither of the Joint Bookrunners
nor Allied Minds nor any of their respective affiliates, agents,
directors, officers or employees will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement;
9. in making any decision to take up the Placing Shares, it has
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks
of taking up the Placing Shares. It further confirms 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 participating in, and is able to sustain
a complete loss in connection with, the Placing. It further
confirms that it relied on its own examination and due diligence of
Allied Minds and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved, and not upon
any view expressed or information provided by or on behalf of
either of the Joint Bookrunners;
10. (i) it and each account it represents is not and at the time
the Placing Shares are acquired will not be a resident of
Australia, Canada, Japan, South Africa or any other jurisdiction in
which it is unlawful to make or accept an offer to take up the
Placing Shares, and it and each account it represents is either
(1)(a) outside the United States and will be outside the United
States at the time that any buy order for Placing Shares is
originated by it and (b) acquiring the Placing Shares in an
"offshore transaction" within the meaning of Regulation S and (c)
not acquiring any of the Placing Shares as a result of any form of
"directed selling efforts" within the meaning of Regulation S; or
(2)(a) a QIB and (b) not acquiring any of the Placing Shares as a
result of any form of "general solicitation" or "general
advertising" within the meaning of Rule 502(c) under the Securities
Act; and (ii) that the Placing Shares have not been and will not be
registered under the securities legislation of the United States,
Australia, Canada, Japan or South Africa and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
distributed or delivered or transferred, directly or indirectly,
within or into those jurisdictions;
11. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or with any regulatory
authority of any other state or other jurisdiction of the United
States; (ii) the Placing Shares are being offered and sold only (a)
to persons reasonably believed to be QIBs in transactions exempt
from, or not subject to, the registration requirements of the
Securities Act or (b) in an "offshore transaction" within the
meaning of and pursuant to Regulation S under the Securities Act;
and (iii) no representation has been made as to the availability of
any exemption under the Securities Act or any relevant state or
other jurisdiction's securities laws for the reoffer, resale,
pledge or transfer of the Placing Shares;
12. it will not distribute, forward, transfer or otherwise
transmit this document or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States;
13. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
14. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act of 1986
(depositary receipts and clearance services);
15. if in the United Kingdom, it has complied with its
obligations under MAR and, in connection with money laundering and
terrorist financing, under the Proceeds of Crime Act 2002, the
Terrorism Act 2003 and the Money Laundering Regulations 2007 (the
"Regulations") and, if making payment on behalf of a third party,
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares acquired by it
in the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a member state of the EEA other than to
Qualified Investors, or in circumstances in which the prior consent
of the Joint Bookrunners has been given to the proposed offer or
resale;
17. it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
18. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the Prospectus
Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
19. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
20. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
21. if in a member state of the EEA, it is a "qualified
investor" within the meaning of the Prospectus Directive;
22. if in Singapore, it is either (i) an institutional investor
under Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore (the "SFA"), or (ii) a relevant person, or any person
pursuant to Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (iii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable
provision of the SFA;
23. if in Hong Kong, it is a "professional investor" as defined
in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made under that Ordinance;
24. that no action has been or will be taken by either Allied
Minds or either of the Joint Bookrunners or any person acting on
behalf of Allied Minds or either of the Joint Bookrunners that
would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
25. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to Allied Minds
and/or the Joint Bookrunners for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph 25 shall survive the resale
of the Placing Shares by or on behalf of any person for whom it is
acting;
26. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has
obtained all necessary consents and authorities to enable it to
commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement (including this Appendix)) and will honour
such obligations;
27. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement (including this Appendix) on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as the
Joint Bookrunners may in their discretion determine and it will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the Placing Price and the number of
Placing Shares allocated to it and may be required to bear any
stamp duty for stamp duty reserve tax (together with any interest
or penalties due pursuant to the terms set out or referred to in
this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
28. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the Joint Bookrunners may call upon
it to acquire a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
29. neither of the Joint Bookrunners, nor any of their
respective affiliates, agents, directors, officers or employees,
nor any person acting on behalf of any of them, is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and participation in the Placing is on the basis that it is not and
will not be a client of either of the Joint Bookrunners and the
Joint Bookrunners have no duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
30. 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 of the Joint Bookrunners nor Allied Minds will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar taxes 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 on an after-tax basis and hold harmless Allied
Minds, each of the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees in respect of
the same on the basis that the Placing Shares will be allotted to
the CREST stock account of Credit Suisse who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
31. it indemnifies and holds harmless Allied Minds, the Joint
Bookrunners and their respective affiliates, agents, directors,
officers and employees from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
32. in connection with the Placing, a Joint Bookrunner and any
of its affiliates acting as an investor for its own account may
take up Placing Shares in Allied Minds and in that capacity may
take up, retain, purchase or sell for its own account such ordinary
shares in Allied Minds and any securities of Allied Minds or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Neither
of the Joint Bookrunners intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
33. its commitment to take up Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained
with respect to Allied Minds' or the Joint Bookrunners' conduct of
the Placing;
34. neither Allied Minds nor either of the Joint Bookrunners
owes any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
35. its commitment to acquire Placing Shares on the terms set
out herein and in the contract note will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and Placees will have no right to be consulted or require
that their consent be obtained with respect to Allied Minds' or the
Joint Bookrunners' conduct of the Placing;
36. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including 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 it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, 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 Joint Bookrunners 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; and
37. Allied Minds, the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees and others
will rely upon the truth and accuracy of the foregoing
acknowledgements, representations, warranties and agreements and it
agrees that if any of the acknowledgements, representations,
warranties and agreements made in connection with its acquiring of
Placing Shares is no longer accurate, it shall promptly notify
Allied Minds and the Joint Bookrunners.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from Allied Minds for the Placing Shares in
question. Such agreement assumes, and is based on the warranty from
each Placee, that the Placing Shares are not being taken up in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. If
there are any such arrangements, or the settlement relates to any
other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes may be payable, for which
neither Allied Minds nor either of the Joint Bookrunners will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless Allied Minds, each of the Joint Bookrunners and
their respective affiliates, agents, directors, officers and
employees for any stamp duty or stamp duty reserve tax paid by them
in respect of any such arrangements or dealings.
Neither Allied Minds nor either of the Joint Bookrunners is
liable to bear any capital duty, stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties
relating thereto) payable in or outside the United Kingdom by any
Placee or any other person on a Placee's acquisition of any Placing
Shares or the agreement by a Placee to acquire any Placing Shares.
Each Placee agrees to indemnify on an after-tax basis and hold
harmless Allied Minds, each Joint Bookrunner and their respective
affiliates, agents, directors, officers and employees from any and
all interest, fines or penalties in relation to any such duties or
taxes to the extent that such interest, fines or penalties arise
from the unreasonable default or delay of that Placee or its
agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Joint Bookrunners
accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Joint Bookrunners and/or any of
their respective affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners any money held in an account
with either of the Joint Bookrunners 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 the
relevant Joint Bookrunners' money in accordance with the client
money rules and will be used by the relevant Joint Bookrunner in
the course of its own business; and the Placee will rank only as a
general creditor of the Joint Bookrunners.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. The Joint Bookrunners shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEQFLFBQLFZFBK
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December 01, 2016 11:50 ET (16:50 GMT)
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