TIDMFUM
RNS Number : 5299E
Futura Medical PLC
18 October 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, AUSTRALIA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE
SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT AND AT THE
START OF THE APPIX.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN FUTURA MEDICAL PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF FUTURA
MEDICAL PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS
PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE
INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF
SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS
SECURITIES.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS
ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE DEFINITIONS
SECTION INCLUDED IN THE APPIX.
Futura Medical plc
("Futura" or "the Company")
Proposed Fundraising of a minimum of GBP5 million
by way of a Placing, Subscription and Offer for Subscription
Planned Open Offer to raise up to a further GBP1 million
Futura, a pharmaceutical company developing a portfolio of
innovative products based on its proprietary, transdermal
Dermasys(R) drug delivery technology and focused on sexual health
and pain, announces a proposed fundraising to raise not less than
GBP5 million(1) (before expenses) by way of a placing via an
accelerated bookbuild, a subscription and an offer for subscription
via PrimaryBid (the "PrimaryBid Offer") and an open offer of up to
GBP1 million (together the "Fundraising") to fund MED2002, a
fast-acting topical gel for erectile dysfunction and the Company's
lead product, through to topline data from its first Phase 3 study
and to provide additional headroom for the long-term, open label
arm of the study. The net proceeds of the Fundraising are also
expected to be used to conclude arrangements for the second Phase 3
study as further outlined below.
Note: ( 1) The Board reserves the right to increase the size of
the Placing at its discretion.
Highlights
-- Proposed Placing, Subscription and PrimaryBid Offer of a
minimum of 71,428,572 new ordinary shares at a price of 7 pence per
share (the "Placing Price") with new and existing shareholders to
raise gross proceeds of a minimum of GBP5 million
-- Placing to be conducted by way of an accelerated bookbuild
process by Nplus1 Singer Advisory LLP ("N+1 Singer") which will be
launched in accordance with the Terms and Conditions set out in
this announcement, immediately following this announcement
-- A further announcement launching the PrimaryBid Offer will be
made shortly. The PrimaryBid Offer is expected to remain open until
9.00 p.m. on 18 October 2018
-- Books are open with immediate effect
-- In addition, Eligible Shareholders will be given the
opportunity to subscribe for new Ordinary Shares through an open
offer to raise up to GBP1 million before expenses
-- The Fundraising is conditional on Shareholder approval at a general meeting
-- A circular, which will provide further details of the
Fundraising and include a notice convening the General Meeting (the
"Circular") will be sent to Shareholders shortly and a further
announcement will be made
-- The Placing Price represents a discount of 27.5 per cent. to
the Closing Price of 9.65 pence on 18 October 2018 being the last
practicable trading day prior to release of this announcement
-- The net proceeds of the Fundraising will be used to fund the
Company's lead product MED2002, a fast-acting topical gel for
erectile dysfunction, through Phase 3 studies specifically:
o through to topline Phase 3 data expected in December 2019
o for the long-term, open label arm of the Phase 3 study to
provide additional safety reassurance
o to conclude arrangements for a second, confirmatory Phase 3
trial
A further announcement will be made on the closing of the
Placing, which is expected to occur tomorrow morning.
Certain of the Directors of the Company have indicated their
intention to subscribe for new Ordinary Shares in the Subscription.
Further details of the Fundraising and any participation by the
Directors, will be set out in the announcement to be made on the
closing of the Placing.
This announcement should be read in its entirety. In particular,
your attention is drawn to (i) the section headed 'Risk Factors'
below and (ii) the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation
in the Placing that is described in the Appendix to this
announcement (which forms part of this announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this announcement in its
entirety (including the Appendix), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
For further information please contact:
+44 (0) 1483 685
Futura Medical plc 670
James Barder, Chief Executive Officer www.futuramedical.com
Angela Hildreth, Finance Director & Chief
Operating Officer
N+1 Singer +44 (0) 207 496 3000
Aubrey Powell / Jen Boorer (Corporate Finance)
Tom Salvesen (Corporate Broking)
For media enquiries please contact
Optimum Strategic Communications +44 (0) 20 3950 9144
Mary Clark / Hollie Vile /Ellie Blackwell
Important Notice
N+1 Singer is acting as nominated adviser and broker and as
agent for and on behalf of the Company for the Placing. N+1 Singer
is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom. N+1 Singer is not acting for the
Company in relation to the PrimaryBid Offer. N+1 Singer is acting
exclusively for the Company and no one else in connection with the
Placing and N+1 Singer will not be responsible to anyone (including
any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this announcement.
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 Placing Agent or by any of its
affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this announcement is intended to be a profit
forecast or estimate, and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than on the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and
ability to access capital and credit, a decline in the Company's
credit ratings; the effect of operational risks; and the loss of
key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
FURTHER INFORMATION
Background to and reasons for the Fundraising
Futura Medical plc is a pharmaceutical company developing a
portfolio of innovative products based on its proprietary,
transdermal Dermasys(R) drug delivery technology. The Company's
strategy is to develop a portfolio of innovative products for the
sexual health and pain markets, and then partner at the optimum
time to generate maximum value.
The Company recently undertook an extensive review of its
pipeline and product portfolio and determined that a more
concentrated R&D focus on the Company's key asset MED2002 and
its pain relief gels will best enable it to maximise value for
shareholders.
MED2002 is a topical gel for erectile dysfunction ("ED").
Results from a recent Phase 1 Pharmacokinetic ("PK") study, as well
as continuing discussions with regulators and potential licensees,
have allowed the Board to refine and finalise solid plans for the
MED2002 Phase 3 programme, the last step in clinical development
prior to filing for marketing authorisation(s). This builds upon
the promising Phase 2 data which achieved its primary clinical
endpoints, showing statistically significant efficacy over placebo
in mild and mild to moderate ED patients, as headlined in 2016 and
scientifically published with peer review in early 2018. The first
MED2002 Phase 3 trial in Europe (referred to as "FM57") is on track
for first patient dosing in the current month with headline data
expected by the end of 2019. The Fundraising is being carried out
to fund this Phase 3 trial, provide additional headroom for the
long-term, open label arm of this study which is intended to
provide additional safety reassurance as well as to enable the
Company to conclude arrangements for FM59 (a second, confirmatory
Phase 3 trial).
The Directors plan to take MED2002 through Phase 3 development
and then seek to partner or sell the asset. However, in parallel,
the Directors propose to continue discussions with potential
licencees for MED2002.
The commercialisation of the Company's pain relief portfolio
also continues as planned. In July 2018, the UK regulatory filing
was submitted for TPR100, a diclofenac gel for topical pain relief
by Thornton & Ross, a UK subsidiary of STADA Arzneimittel AG
("STADA").
Further details on the Company's product portfolio are set out
below.
Product Portfolio Update
MED2002: Eroxon(R) - Topical treatment for erectile
dysfunction
MED2002 has the potential to be a highly differentiated therapy
for the treatment of men with ED, especially mild and mild to
moderate ED. MED2002's rapid onset of action means that it has the
potential to become the world's fastest-acting treatment for ED,
with a speed of onset of around five minutes and rapid clearance
therefore offering a favourable safety profile.
Earlier in 2018, positive results from the Phase 1
Pharmacokinetic ("PK") study were announced to inform and define
the higher MED2002 doses to be used in Phase 3 studies. Doses of
0.2%, 0.4% and 0.6% w/w glyceryl trinitrate ("GTN") were shown to
be safe and well tolerated along with a dose related absorption
profile and equivalence to similar systemic doses of GTN in the
form of Nitrostat(R). This will be the reference drug for safety,
if Phase 3 data are positive, in the planned abbreviated regulatory
filings for approval via the European Article 8 (3) procedure and
the 505(b)2 pathway in the USA. These regulatory routes will also
give the Company 10 years and three years, respectively, of data
exclusivity from the date of approval, thereby further
strengthening its intellectual property position. The PK data were
also encouraging with respect to the potential for greater clinical
efficacy at higher doses than 0.2% in the Phase 3 clinical studies
whilst maintaining safety and tolerability. As a result of this
0.4% and 0.6% MED2002 doses will be carried forward for Phase 3
testing.
The Phase 3 study builds upon the promising Phase 2 data,
particularly in mild and mild to to moderate ED patients, as
headlined in 2016 and scientifically published in the Journal of
Sexual Medicine with peer review in early 2018. This demonstrated
rapid speed of onset in the subjects with 44.2% of patients
reporting onset of action within 5 minutes and 69.5% reporting this
within 10 minute. This is in marked contrast to oral PDE5
inhibitors which typically have an onset of action of 0.5 to 1
hour(2) with peak drug concentrations only attained 1 to 2 hours
after administration. Patient uptake research conducted by Cello
Healthcare has highlighted that over 50% of physicians consider
that MED2002 is a significant improvement over currently available
ED treatments and believe it would attract high levels of patient
uptake ranging from c. 20 to 33% of potential patient pools. In
addition to this there are at least 10% of patients who are unable
to take oral PDE5s because they are on nitrate therapy who could
benefit from MED2002. MED2002's unique proposition is highly
relevant with an average of 72% of physicians considering that
helping to restore spontaneity and intimacy in the relationship
would be very appealing to their patients.
The Company has had extensive discussions with a number of
interested commercial partners for the out-licensing of MED2002.
These discussions are ongoing. However, in the majority of
instances potential commercial partners would like to see positive
Phase 3 data on MED2002, especially at the higher doses, ahead of
more advanced licensing discussions and have indicated that they
are likely to pay more for the product after such data have been
generated.
An innovative product with positive Phase 3 data is
significantly clinically de-risked and greater value is likely to
be obtained by an innovator such as Futura when partnering or
out-licensing the product, than structuring an earlier arrangement.
Data from Futura's out-licensing advisers and the Company's own
ongoing internal assessments of comparable licensing deals indicate
that the innovator's share of product net present value increases
by approximately 50% moving between Phase 2 to approval datasets.
Consequently, the Board recognises the importance to shareholders
of achieving this milestone, in order to maximise shareholder
value.
The first European Phase 3 study, "FM57", a 1,000 patient study
of MED2002 for the treatment of erectile dysfunction, testing 0.2%,
0.4% and 0.6% and a placebo, is progressing on track with first
patients expected to enter study within the current month and with
headline data expected by the end of 2019. The study will include a
total of 61 centres across 9 countries; Czech Republic, Hungary,
Poland, Slovakia, Georgia, Russia, Ukraine, Latvia and Bulgaria.
FM57's protocol has incorporated feedback received from potential
commercial partners, opinion-leading clinicians and also US and EU
regulatory agencies to optimise the commercial value as well as
maximise the likelihood of regulatory approval. As part of FM57 the
Company will be conducting a long-term open label study to provide
additional safety reassurance involving 300 patients for 6 months
and 100 patients for 12 months across the 61 centres. The cost of
the first Phase 3 study (FM57) and the long-term open label study
is expected to total c. GBP8 million with payments being
predominantly recruitment driven. A second phase 3 study (FM59) is
planned to commence by the end of 2019 with 700 patients testing
two chosen doses from FM57 and placebo in Eastern Europe and
USA.
In parallel to the clinical studies, a market access and
engagement programme for MED2002 is underway. Futura is in the
process of setting up a scientific advisory council involving high
profile US Key Opinion Leaders ("KOLs") in the field of erectile
dysfunction as well as the European KOLs already retained.
Independent market research conducted on the Company's behalf
indicates MED2002 could be a potential $1bn annual sales
opportunity for Futura from both prescription ("Rx") and over the
counter ("OTC") sales at US$5 per dose. The Rx market alone was
worth over US$5.6 billion((3) () in 2016. The cost of good is
expected to be very low at under EUR 0.3 per dose, depending on the
speed of fill. Extensive work is being carried out to produce the
chemistry, manufacturing and controls package required for
regulatory submission and to establish the supply chain.
Note (2) US patient information for Viagra(R) and Cialis(R)
Note (3) IMS Health - MSP 2016 (15 key countries)
Topical pain relief
The rapid skin permeation rates enabled by Futura's transdermal
delivery system, DermaSys(R), offer potential benefits in pain
management including: improved onset of action, duration and degree
of pain relief.
Futura has previously demonstrated statistically significant
results from its two non-steroidal anti-inflammatory drug ("NSAID")
programmes, TPR100 (2% diclofenac gel) and TIB200 (10% ibuprofen
gel), in a clinical study.
TPR100 is partnered for manufacturing and distribution in the UK
with Thornton & Ross, one of the UK's largest consumer
healthcare companies and a subsidiary of STADA AG. In July 2018,
Thornton & Ross filed the product's marketing authorisation
application with the UK Medicines and Healthcare Products
Regulatory Agency (MHRA).
The Company has received expressions of interest from a number
of parties that will enable Futura to expand the geographical reach
of TPR100 especially within the EU. Futura is awaiting regulatory
authorisation in the UK, expected in 2019, before progressing
further.
The objective is for our pain relief products to be
best-in-class. The rationale for this is that the National
Institute for Health and Care Excellence (NICE) gives clear
guidance to physicians to prescribe topical NSAIDs in the first
instance for joint pain associated with osteoarthritis, in
preference to oral NSAIDs, owing to concerns over the long-term use
of oral NSAIDs. This means that the best-in-class topical treatment
should be the first choice for doctors in the initial treatment of
pain and therefore represents a substantial opportunity in a market
with global sales estimated at US$2.82 billion(4) .
Note (4) IMS Health Estimate, MSP, 2015
Use of proceeds of the Fundraising
The Company is proposing to raise gross proceeds of a minimum of
GBP5 million from the Placing, PrimaryBid Offer and Subscription.
The net proceeds (after deducting the costs and expenses of the
Fundraising), along with the Company's existing cash resources and
an R&D tax credit of GBP1.3 million expected next summer, are
intended to be used to fund the Company's lead product MED2002
through to topline Phase 3 data expected in December 2019 (at a
cost of GBP6.3 million with an additional working capital
requirement of GBP3.3 million). In addition the funding is expected
to provide additional headroom for the long-term, open label arm of
this study which is being undertaken to provide additional safety
reassurance as well as to enable the Company to conclude
arrangements for FM59 (a second, confirmatory Phase 3 trial), which
is expected to commence towards the end of 2019.
Assuming a full take-up by Eligible Shareholders under the Open
Offer, the issue of the Open Offer Shares will raise further gross
proceeds of up to approximately GBP1 million for the Company. To
the extent these further funds are raised via the Open Offer (which
will not be underwritten), they will be used to provide additional
working capital to fund additional work beyond the topline Phase 3
data.
Current trading and prospects
The Company announced its interim results for the six months
ended 30 June 2018 on 26 September 2018 which reflect the progress
made during the year to review and optimise the Company's product
portfolio. The focus is firmly on the planned Phase 3 programme
with MED2002, the Company's breakthrough topical erectile
dysfunction gel. Alongside this the Company is continuing to
explore ways to ensure profitable income streams for the Erotogenic
condom (CSD500) and the pain relief gel products to optimise value
for shareholders.
The Company's cash resources totalled GBP5.25 million as at 30
September 2018.
RISK FACTORS
The Directors believe that an investment in the Placing may be
subject to a number of risks. Prospective investors should consider
carefully all of the information set out in this announcement and
the risks attaching to an investment in the Company, including in
particular the risks described below (which are not set out in any
order of priority), before making any investment decision. In no
event however is this announcement an offer of, or solicitation to
offer, Ordinary Shares to any US Person and shall not be construed
as such.
The information below does not purport to be an exhaustive list
and additional risks and uncertainties not presently known to the
Directors, or considered immaterial by the Directors, may also
adversely affect the Company and the Company's business, financial
condition and results of operations. Prospective investors should
consider carefully whether an investment in the Placing is suitable
for them in the light of information in this announcement and their
personal circumstances.
The Placing should be regarded as a highly speculative
investment and an investment in Placing Shares should only be made
by those with the necessary expertise to fully evaluate the
investment. Prospective investors are advised to consult an
independent professional adviser authorised under FSMA.
If any of the following risks relating to the Company were to
materialise, the Company's business, financial condition and
results of future operations could be materially adversely
affected. In such cases, the market price of the Placing Shares
could decline and an investor may lose part or all of his, her or
its investment. Additional risks and uncertainty not presently
known to the Directors, or which the Directors currently deem
immaterial, may also have a material adverse effect upon the
Company. In addition to the usual risks associated with an
investment in any company, the Directors consider the following
risk factors to be significant to potential investors.
1. General risks
An investment in the Company is only suitable for investors
capable of evaluating the risks and merits of such investment and
who have sufficient resources to bear any loss which may result
from the investment. A prospective investor should consider with
care whether an investment in the Company is suitable for him in
the light of his personal circumstances and the financial resources
available to him.
Investment in the Company should not be regarded as short-term
in nature. There can be no guarantee that any appreciation in the
value of the Company's investments will occur or that the
commercial objectives of the Company will be achieved. Investors
may not get back the full amount invested.
The prices of shares and the income derived from them can go
down as well as up. Past performance is not necessarily a guide to
the future.
Prospective investors should consider carefully all of the
information set out in this announcement and the risks attaching to
an investment in the Company, including in particular the risks
described below (which are not set out in any order of priority),
before making any investment decision.
2. Risks relating to the Company
An investment in the securities of the Company involves a high
degree of risk. Eligible Shareholders and prospective investors
should consider carefully all of the information set out in this
document and the risks attaching to an investment in the Company,
including in particular but not limited to the risks described
below (which are not set out in any order of priority), before
making any investment decision.
The information below does not purport to be an exhaustive list
and do not necessarily comprise all of the risks to which the
Company is exposed or all those associated with an investment in
the Company and additional risks and uncertainties not presently
known to the Directors, or considered immaterial by the Directors,
may also adversely affect the Company and the Company's business,
financial condition and results of operations. Eligible
Shareholders and prospective investors should consider carefully
whether an investment in Open Offer Shares is suitable for them in
the light of information in this document and their personal
circumstances.
The Open Offer Shares should be regarded as a highly speculative
investment and an investment in Open Offer Shares should only be
made by those with the necessary expertise to fully evaluate the
investment. Eligible Shareholders and prospective investors are
advised to consult an independent professional adviser authorised
under FSMA.
If any of the following risks relating to the Company were to
materialise, the Company's business, financial condition and
results of future operations could be materially adversely
affected. In such cases, the market price of the Open Offer Shares
could decline and an investor may lose part or all of his, her or
its investment. Additional risks and uncertainty not presently
known to the Directors, or which the Directors currently deem
immaterial, may also have a material adverse effect upon the
Company.
In addition to the usual risks associated with an investment in
any company, the Directors consider the following risk factors to
be significant to potential investors.
1. General risks
An investment in the Company is only suitable for investors
capable of evaluating the risks and merits of such investment and
who have sufficient resources to bear any loss which may result
from the investment. A prospective investor should consider with
care whether an investment in the Company is suitable for him in
the light of his personal circumstances and the financial resources
available to him.
Investment in the Company should not be regarded as short-term
in nature. There can be no guarantee that any appreciation in the
value of the Company's investments will occur or that the
commercial objectives of the Company will be achieved. Investors
may not get back the full amount invested.
The prices of shares and the income derived from them can go
down as well as up. Past performance is not necessarily a guide to
the future.
2. Risks relating to the Company
Clinical Development and Regulatory Risk
There can be no guarantee that any of the Company's products
will be able to obtain or maintain the necessary regulatory
approvals in any or all of the countries in respect of which
applications for such approvals are made. Where regulatory
approvals are obtained, there can be no guarantee that the
conditions attached to such approvals will not be considered too
onerous by the Company or its distribution partners in order to be
able to market its products effectively.
Unproven Technology
The Company's technology is still in development stage. As a
result its R&D activities may not result in commercially viable
products, whether for many years or at all.
Commercial Risk
There can be no guarantee that the Company will succeed in
establishing and maintaining the necessary contractual
relationships with licensing partners for the Company's products
under development. Even if the Company's products are successfully
developed and approved by the appropriate regulatory bodies, they
may not be launched by the Group's licensing partners, be
successfully promoted or enjoy commercial acceptance. The Company
is reliant on commercial partners to carry out their contractual
obligations and the degree to which these can be enforced by the
Company is limited. The Company seeks to reduce this risk by
selecting experienced licensing partners, maintaining and
developing these relationships and seeking to develop new products
of commercial interest to these and other partners.
Stage of development
There are a number of operational, strategic and financial risks
associated with pre-revenue drug development companies. There can
be no certainty that the Company will achieve or sustain material
revenues, profitability or positive cash flow from its operating
activities. The Company faces risks frequently encountered by
similar stage pharmaceutical companies looking to bring new
products to the market. In particular, its future growth and
prospects will depend on its ability to develop products which have
broad commercial appeal, to secure commercialisation partnerships
on appropriate terms, to manage growth and to continue to expand
and improve operational, financial and management information,
quality control systems and its commercialisation function on a
timely basis, whilst at the same time maintaining effective cost
controls. Any failure to expand and improve operational, financial
and management information and quality control systems in line with
the Company's growth could have a material adverse effect on the
Company's business, financial condition and results of
operations.
Clinical trials
The extent of clinical trials that will be required to test the
safety and efficacy of the Company's products will vary depending
on the product, the treatment being evaluated, the trial results
and regulations applicable to the particular product. The results
of pre-clinical studies and clinical trials to date of the
Company's proposed products do not necessarily predict the results
of later-stage clinical trials. Proposed products in the later
stages of clinical trials may fail to show the desired safety and
efficacy despite having progressed through initial clinical trials.
There can be no assurance that the data collected from the
pre-clinical studies and clinical trials of the Company's proposed
products will be sufficient to support regulatory approvals.
The Directors cannot accurately predict when the planned
clinical trials will be completed, if at all. The Company's
proposed products may produce unexpected side effects or serious
adverse events which could interrupt, delay or halt clinical trials
of the products and could result in regulatory authorities denying
approval of its products for any or all targeted treatments. An
independent safety monitoring board, a regulatory authority or the
Company itself may suspend or terminate trials at any time. There
can be no assurances that any of the Company's proposed products
will ultimately prove to be safe for human use. The Company's
clinical trials could also be delayed or terminated in the event
that the product being tested is in the same class of drug as a
marketed product that is revealed to cause side effects.
Reliance on third parties
The Company's strategy relies on third party suppliers in
relation to the manufacture of its products and the conducting of
its clinical studies. Any failure by such third party to comply
with its obligations to the Company may delay the progress of the
development, manufacture and commercialisation of the product which
itself may delay the receipt by the Company of product revenues and
licence fees which may have an adverse impact on the Company and
its financial position.
Where the third party contract research organisations which
conduct clinical studies for the Company are unable to recruit
suitable patient groups for the clinical study or are unable to
produce verified data from such clinical studies then delays may
result in the progress of future clinical studies and delays in
regulatory approval for the Company's products.
Manufacturing
The Company's strategy is to use third parties to manufacture
its products and as the Company's products advance through
development there will be a need to increase the scale of the
manufacturing of the product. The increase in the scale of
manufacturing will mean a greater reliance by the Company on third
party manufacturers and the success of the Company's business plan
will continue to be reliant on securing and maintaining
satisfactory trading relationships with such third party
manufacturers. There can be no assurance that the Company will be
able to obtain or maintain such satisfactory relationships or that
such third parties will be able to meet the Company's manufacturing
requirements, whether as to scale, quality or otherwise.
History of operating losses, ability to secure funding and
additional capital requirements to fund ongoing operations
The Company has a history of operating losses. These losses have
arisen mainly from the costs incurred in research and development
of its products and general administrative costs. In order to
support the research and development of the Company's product
candidates, the Company is likely to continue to incur operating
losses until such time as it generates sufficient revenue. The
Company may not be successful in developing any additional products
and any other products it may develop may not generate
revenues.
The lack of a current revenue stream and the significant
resources needed for ongoing investment in its R&D pipeline
requires the Company to gain access to additional funding from
licensing with commercial partners, capital markets or elsewhere.
There can be no assurances that such funding will be available on
favourable terms, if at all.
Additional funding will be required to allow the Company time to
reach profitability. If the Company is unable to secure further
funding, there may be insufficient finance for product development
or operations and consequent delay, reduction or elimination of
development programmes could result.
The aggregate net proceeds of the Placing are not expected to
take the Company to profitability, and accordingly the Company may
need to source additional capital from equity or debt sources in
the future. Further equity financing may be further dilutive to
existing Shareholders or result in the issuance of securities whose
rights, preference and privileges are senior to those of the owners
of Ordinary Shares. If any such future funding requirements are met
through additional debt financing, the Company may be required to
adhere to covenants restricting its future operational and
financial activities. If the Company is unable to secure additional
funds when needed or cannot do so on terms it finds acceptable, the
Company may be unable to continue to trade, expand its operations,
take full advantage of future commercial opportunities or respond
adequately to competitive pressures, any of which may have an
adverse effect on its business and results of operations.
The expenditure required by the Company may be more than
currently anticipated
There is a risk that the amounts the Company anticipates will be
needed to fund its growth will be insufficient, that the
anticipated timing of such investment may prove incorrect, or that
the Company may be unable to secure the amounts required at the
right time (if at all). The Company may not be able to generate
revenues at the times targeted. Costs may be greater than planned,
or timings may vary from those targeted.
The Company's success will continue to be highly dependent on
collaborators
The Company's strategy will continue to be to seek collaboration
partners for certain of its product candidates. Such collaborations
provide important funding to the Company through signature and
milestone payments, fees and royalties. The Company may be unable
to establish additional collaborative arrangements on favourable
terms, or at all, and any such arrangement or agreement may not
prove successful.
Competition risk
The Company may face significant competition from organisations
which have much greater capital resources than the Company.
Competitors and potential competitors may develop technologies and
products that are less costly and/or more effective than the
technology or products of the Company or which may make those of
the Company uncompetitive. The Company's products may face
competition from companies that have greater research, development,
marketing, financial and personnel resources than the Company or
its commercialisation partners. Technologies developed or acquired
by the Company may have a shorter commercial life than anticipated,
if any, due to the invention or development of more successful
technology or applications by competitors who may have greater
financial, marketing, operational and technological resources than
the Company or its current and future commercialisation
partners.
There is no assurance that the Company will be able to compete
successfully within its business areas in such a marketplace.
Intellectual Property Risk
The commercial success of the Company and its ability to compete
effectively with other companies depend, amongst other things, on
its ability to obtain and maintain patents sufficiently broad in
scope to provide protection for the Company's intellectual property
rights against third parties and to exploit its pharmaceutical
products. The absence of any such patents may have a material
adverse effect on the Company's ability to develop its business.
The Company seeks to reduce this risk by only developing products
where legal advice indicates patent protection would be available,
seeking patent protection for the Company's products, maintaining
confidentiality agreements regarding Company know-how and
technology and monitoring technological developments and the
registration of patents by other parties. There can be no assurance
patents pending or any future patent applications will be issued
for the benefit of the Company. Once granted patents can be
challenged in the courts by third parties and there issued patents
could be subsequently found to be invalid or unenforceable or made
subject to restriction. There can be no assurance that the steps
the Company takes to protect its intellectual property will prevent
unauthorised use or exploitation by a third party and seeking to
prevent such unauthorised use can be an expensive and time
consuming process and there can be no assurance that the Company
would have the resources to prosecute such unauthorised use to a
successful conclusion. The commercial success of the Company also
depends upon not infringing patents granted, now or in the future,
to third parties who may have filed applications or who have
obtained, or may obtain, patents relating to business processes
which might inhibit the Company's ability to develop and exploit
its own products.
Dependence on key personnel
The Company's business, future success and ability to expand
operations depends upon its ability to attract, hire, train and
retain qualified professional, scientific and technical operating
staff. The Company's success depends to a significant degree upon
the continued contributions of its executive Directors and key
personnel. The Company's future performance will be substantially
dependent on its ability to retain and motivate such individuals.
The loss of the services of its executive Directors or key
personnel could prevent the Company from executing its business
strategy. Moreover, the Company's future success depends in part on
its ability to hire, train and retain key personnel. The Company
competes with a number of other organisations for suitable
personnel. If the Company fails to retain and hire a sufficient
number and type of personnel, it will not be able to maintain and
expand its business. The Company may be required to increase
spending to retain personnel.
The Company cannot give assurances that the Company's senior
management team and the executive Directors will remain with the
Company. The loss of the services of the executive Directors,
members of senior management and other key employees could damage
the value of an investment in the Ordinary Shares.
Legislative and regulatory current requirements and possible
changes
The manufacturing and marketing of the Company's products may be
subject to regulation by government and regulatory agencies in the
countries in which the Company operates. There are no assurances
that regulatory clearances will be obtained (either within the
Company's expected timing, or at all). If the Company is not able
to unable to obtain regulatory clearances necessary for its
operations, the Company may contravene applicable regulations and
be subject to fines and penalties which may have an adverse impact
on its business.
Planning uncertainty
This document contains certain forward-looking statements that
are subject to certain risks and uncertainties, in particular
statements regarding the Company's plans, goals and prospects.
These statements and the assumptions that underlie them are based
on the current expectations of management and are subject to a
number of factors, many of which are beyond their control. As a
result, there can be no assurance that actual performance of the
Company will not differ materially from the matters described in
this document.
Financial risk
There are a number of financial risks which are outside the
control of the Company and which can affect revenues and/or costs,
and the Company does not hedge against such risks currently. These
include varying international exchange rates, interest rates, world
commodity prices, energy prices and supplies, raw materials prices
and supplies, inflation and international trends in trade, tariffs
and protectionism and changes in the legal and regulatory
framework. There can be no assurance that such variables will not
have a material adverse impact on the Company's financial position
or results of operations.
Tax risk
Tax rules and their interpretation may change. Any change in any
member of the Company's tax status or to taxation legislation or
its interpretation may affect the Company's ability to provide
returns to Shareholders.
Impact of Brexit
Following the outcome of the EU referendum, the Medicines and
Healthcare products Regulatory Agency is working closely with the
UK Government to analyse the best options and opportunities
available for the safe and effective regulation of medicines and
medical devices in the UK. The impact of the decision to leave the
EU is not yet known and the future relationship with bodies such as
the European Medicines Agency and the European Patent Office will
be closely monitored.
Risks specific to the industry in which the Company operates
Pharmaceutical pricing environment
In common with other companies researching and developing new
pharmaceutical products, the ability of the Company and its
partners to market its products successfully depends in part on the
extent to which reimbursement for the cost of such products and
related treatment will be available from government health
administration authorities, private health coverage insurers and
other organisations. There is uncertainty as to the reimbursement
status of newly approved healthcare products, and there is no
assurance that adequate health administration or third party
coverage will be available for the Company or its licensees to
obtain satisfactory price levels to realise an appropriate return
on its investment. In addition, there is increasing pressure by
certain governments to contain healthcare costs by limiting both
coverage and the level of reimbursement for new therapeutic
products, and by refusing in some cases to provide coverage for
uses of products for disease conditions for which the relevant
regulatory agency has not granted marketing approval.
Competition and market acceptance
The Company expects competition for those of its products and
technologies which are under development currently. Competition may
come from companies which have greater research, development,
marketing, financial and personnel resources than the Company.
Competitors may precede the Company in development of competing
products and receiving regulatory approval or may succeed in
developing products that are more effective or economically viable
than products developed by the Company. Such activities could
render the Company's technology or products obsolete and/or
otherwise uncompetitive. The success of the Company will also
depend on the market acceptance of its products and there can be no
guarantee that this acceptance will be forthcoming. Notwithstanding
the technical merits of a product developed by the Company, there
can be no assurance that medical practitioners will adopt such
products as a standard means of medical practice or that the
medical procedures at which the Company's products are targeted
will maintain market acceptance. Even if the Company's products
achieve market acceptance, the market may not be large enough to
allow it to generate significant revenues. The failure of the
Company's products to achieve market acceptance would prevent it
from ever generating meaningful product revenues.
Government actions
All governments reserve the right to amend their policies in
relation to drug development and life sciences. These policies are
subject to change at any time, in any country and changes can have
a profound impact upon the life sciences industry as a whole or in
part.
Risks relating to Ordinary Shares
General
An investment in the Ordinary Shares is only suitable for
investors capable of evaluating the risks (including the risk of
capital loss) and merits of such investment and who have sufficient
resources to sustain a total loss of their investment. An
investment in the Ordinary Shares should be seen as long-term in
nature and complementary to investments in a range of other
financial assets and should only constitute part of a diversified
investment portfolio. Accordingly, typical investors in the Company
are expected to be institutional investors, private client fund
managers and private client brokers, as well as private individuals
who have received advice from their professional advisers regarding
investment in the Ordinary Shares and/or who have sufficient
experience to enable them to evaluate the risks and merits of such
investment themselves.
Investment in AIM securities and liquidity of the Ordinary
Shares
An investment in companies whose shares are traded on AIM are
perceived to involve a higher degree of risk and be less liquid
than an investment in companies whose shares are listed on the
Official List. AIM is a market designed primarily for emerging or
smaller companies. The AIM Rules are less demanding than the rules
to which companies listed on the Official List are subject. The
future success of AIM and liquidity in the market for Ordinary
Shares cannot be guaranteed. In particular, the market for Ordinary
Shares may become or may be relatively illiquid and therefore, such
Ordinary Shares may be or may become difficult to sell.
The market for the Ordinary Shares may be highly volatile and
subject to wide fluctuations in response to a variety of potential
factors which could lead to losses for Shareholders. These
potential factors include amongst others: any additions or
departures of key personnel, litigation and press, newspaper and/or
other media reports.
Prospective investors should be aware that the value and/or
market price of the Ordinary Shares may go down as well as up and
that the market price of the Ordinary Shares may not reflect the
underlying value of the Company. Investors may, therefore, realise
less than or lose all of their investment.
Trading market for the Ordinary Shares
The share price of emerging companies can be highly volatile and
shareholdings illiquid. The market price of the Ordinary Shares may
be subject to wide fluctuations in response to many factors, some
specific to the Company and its operations and others to the AIM
market in general including, but not limited to, variations in the
operating results of the Company, divergence in financial results
from analysts' expectations, changes in earnings estimates by stock
market analysts, general economic conditions or legislative changes
in earnings estimates by stock market analysts, general economic
conditions or legislative changes in the Company's sector. In
addition, stock markets have from time to time experienced extreme
price and volume fluctuations, which, as well as general economic
and political conditions, could adversely affect the market price
for the Ordinary Shares. The trading of the Ordinary Shares on AIM
should not be taken as implying that there will be a liquid market
for the Ordinary Shares and there is no guarantee that an active
market will continue to develop or be sustained. It may be more
difficult for an investor to realise his investment in the Company
than in a company whose shares are quoted on the Official List.
Additional capital and dilution
The Company anticipates that it will require additional capital
to further its strategy, assuming the Company fails to generate
sufficient revenue from sales of its products, royalties and/or
milestone payments. Therefore, it may need to raise additional
capital in the future, whether from equity or debt sources, to fund
its strategy. In addition, circumstances may arise in which the
Company wishes to accelerate its strategy and/or enter into
additional markets, requiring additional capital. If the Company is
unable to obtain this financing on terms acceptable to it then it
may be forced to curtail its development. If additional funds are
raised through the issue of new equity or equity-linked securities
of the Company other than on a pro rata basis to existing
Shareholders, the percentage ownership of such Shareholders may be
substantially diluted. There is no guarantee that the then
prevailing market conditions will allow for such a fundraising or
that new investors will be prepared to subscribe for Ordinary
Shares at the same price as offered hereby or higher.
Dividends
The Directors' intention is for the Company to reinvest any net
cash generated from operations to finance the growth and expansion
of its business, and accordingly does not intend for the Company to
pay any dividends in the foreseeable future. Any declaration and
payment of dividends in the future by the Company will be dependent
upon the Company's results, financial position, cash requirements,
future prospects, profits available for distribution and other
factors regarded by the Company as relevant at the time.
Consequently, the Company may never pay dividends.
No guarantee that the Ordinary Shares will continue to be traded
on AIM
The Company cannot assure investors that the Ordinary Shares
will always continue to be traded on AIM or on any other exchange.
If such trading were to cease, certain investors may decide to sell
their shares, which could have an adverse impact on the price of
the Ordinary Shares. Additionally, if in the future the Company
decides to obtain a listing on another exchange in addition or as
an alternative to AIM, the level of liquidity of the Ordinary
Shares traded on AIM could decline.
The above list of risk factors ought not to be taken as
exhaustive of the risks faced by the Company or by investors in the
Company. The above factors, and others not specifically referred to
above, may in the future materially affect the financial
performance of the Company and the value of the Open Offer
Shares.
Potential investors should consider that an investment in the
Company is speculative and that any Open Offer Shares purchased
carry no guarantee with respect to the payment of dividends,
returns of capital or the market value of those Open Offer Shares.
If any of the risks actually occur, the Company's business,
financial condition, capital resources, results or future
operations could be materially adversely affected. In this event,
the price of the Company's securities could decline and investors
may lose all or part of their investment.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
FUTURA IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE
REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC, AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN FUTURA.
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, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN 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. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, N+1 Singer Advisory LLP
("N+1 Singer") or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
("FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, the Republic of Ireland or
the Republic of South Africa or in any other jurisdiction.
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 the United
States, Australia, Canada, Japan, the Republic of Ireland or the
Republic of South Africa or any other jurisdiction outside the
United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and subscribing for
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of N+1 Singer has been given to the offer or resale;
or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the Financial Conduct Authority ("FCA")
or any other regulatory body in any Relevant Member State in
relation to the Placing or the Placing Shares and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly
announced through a Regulatory Information Service (as defined in
the AIM Rules for Companies (the "AIM Rules")) by or on behalf of
the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set forth in the form of confirmation to be sent to individual
Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of N+1
Singer, the Company or any other person and none of N+1 Singer, the
Company or any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
N+1 Singer has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, N+1
Singer, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place no later than 8
a.m. on 13 November 2018 and that dealings in the Placing Shares on
AIM will commence at the same time.
Principal terms of the Placing
1 N+1 Singer is acting as nominated adviser, financial adviser
and broker to the Placing, as agent for and on behalf of the
Company. N+1 Singer is authorised and regulated in the United
Kingdom by the FCA and is acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
N+1 Singer or for providing advice in relation to the matters
described in this Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by N+1 Singer to participate.
N+1 Singer and any of its respective affiliates are entitled to
participate in the Placing as principal.
3 The price per Placing Share (the "Placing Price") is fixed at
7 pence and is payable to N+1 Singer by all Placees.
4 Each Placee's allocation is determined by N+1 Singer in its
discretion following consultation with the Company and has been or
will be confirmed orally by N+1 Singer and a form of confirmation
will be dispatched as soon as possible thereafter. That oral
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of N+1 Singer and the Company, under which it agrees to
acquire the number of Placing Shares allocated to the Placee at the
Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with N+1 Singer's written
consent, such commitment will not be capable of variation or
revocation at the time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by N+1 Singer. The terms
of this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be issued pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 All obligations of N+1 Singer under the 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 "Termination of the
Placing".
9 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) N+1 Singer, (b) any of N+1 Singer's affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with N+1 Singer
as defined in FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of N+1 Singer), (d) any person acting
on N+1 Singer's behalf, shall have any liability (including to the
extent permissible by law, any fiduciary duties) to Placees or to
any other person whether acting on behalf of a Placee or otherwise.
In particular, neither N+1 Singer nor any of its respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as N+1 Singer and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
N+1 Singer, as soon as it is able which will confirm the number of
Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to N+1 Singer.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by N+1 Singer in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with N+1 Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB0033278473) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 8 November 2018 unless otherwise notified
by N+1 Singer and Admission is expected to occur no later than 8.00
a.m. on 13 November 2018 unless otherwise notified by N+1 Singer.
Admission and Settlement may occur at an earlier date which, if
achievable, will be notified through a Regulatory Information
Service. Settlement will be on a delivery versus payment basis.
However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and N+1 Singer may agree that
the Placing Shares should be issued in certificated form. N+1
Singer reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as it deems necessary if delivery or settlement to Placees is
not practicable within the CREST system or would not be consistent
with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by N+1 Singer.
Each Placee agrees that, if it does not comply with these
obligations, N+1 Singer may sell, charge by way of security (to any
funder of N+1 Singer) or otherwise deal with any or all of their
Placing Shares on their behalf and retain from the proceeds, for
N+1 Singer's own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due and any
costs and expenses properly incurred by N+1 Singer as a result of
the Placee's failure to comply with its obligations. The relevant
Placee will, however, remain liable for any shortfall below the
amount owed by it and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until such time as it has fully complied with its
obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of N+1 Singer under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) the passing of the Resolutions (without any amendment which
has not been previously approved by N+1 Singer) by 5.00 p.m. on the
day of the General Meeting;
(b) none of the warranties or undertakings on the part of the
Company contained in the Placing Agreement being or having become
untrue, inaccurate or misleading at any time before Admission, and
no fact or circumstance having arisen which would constitute a
breach of any of the Warranties or undertakings given in this
Agreement or which would constitute a specified event as defined
under the Placing Agreement;
(c) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(d) no matter having arisen before Admission which might
reasonably be expected to give rise to an indemnity claim under the
Placing Agreement;
(e) Admission occurring by not later than 8.00 a.m. on 13
November 2018 (or such later date as the Company and N+1 Singer may
agree in writing, in any event being not later than the Long Stop
Date),
(all conditions to the obligations of N+1 Singer included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and N+1 Singer may agree, provided
that the time for satisfaction of the condition set out in (e)
above shall not be extended beyond 8.00 a.m. on 30 November 2018),
or the Placing Agreement is terminated in accordance with its
terms, the Placing will lapse and the Placees' rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by N+1
Singer, in its absolute discretion by notice in writing to the
Company and N+1 Singer may also agree in writing with the Company
to extend the time for satisfaction of any condition. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
N+1 Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally, and by
participating in the Placing, each Placee agrees that any such
decision is within the absolute discretion of N+1 Singer.
Termination of the Placing
N+1 Singer may terminate the Placing Agreement, in accordance
with its terms, at any time prior to Admission if, inter alia:
1 it comes to the attention of N+1 Singer that any of the
warranties were not true or accurate, or were misleading when given
or deemed given; or
2 it comes to the attention of N+1 Singer that the Company has
failed to comply with its obligations under the Placing Agreement,
FSMA, the AIM Rules or other applicable law; or
3 it comes to the attention of N+1 Singer that any statement
contained in the Issue Documents has become or been discovered to
be untrue, inaccurate or misleading; or
4 there has occurred a force majeure event, or any material
adverse change has occurred in the financial position or prospects
or business of the Company and its subsidiary undertakings (taken
as whole) which, in the opinion of N+1 Singer, will or is likely to
be prejudicial to the Placing or Admission or to the subscription
for Placing Shares by Placees.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and N+1 Singer that the exercise by the Company or N+1
Singer of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or N+1 Singer and that neither of the
Company nor N+1 Singer need make any reference to such Placee and
that neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer of a form of confirmation confirming
each Placee's allocation and commitment in the Placing.
Enterprise Investment Scheme (EIS) and VCT Advance Assurance
The Company has applied for and received advance assurance from
HMRC that the Ordinary Shares will satisfy the requirements for EIS
Relief.
HMRC can no longer consider VCT advance assurance applications
where the details of the potential qualifying holding are not
given.
The continuing status of the Ordinary Shares as qualifying for
EIS Relief will be conditional (amongst other things) on the
qualifying conditions being satisfied, both by the Company and (as
regards those conditions to be met by the investor) the investor
throughout a period of at least three years from the date of issue.
There can be no assurance that the Company will continue to conduct
its activities in a way that will secure or retain qualifying
status for EIS purposes (and indeed circumstances may arise where
the directors of the Company believe that the interests of the
Company are not served by seeking to retain such status).
There can be no certainty that either VCT Advance Assurance will
be granted by HMRC or that the EIS Advance Assurance will be
reconfirmed.
Investors considering taking advantage of EIS relief or making a
qualifying VCT investment are recommended to seek their own
professional advice before investing 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.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where N+1 Singer expressly agrees in writing to the
contrary):
1 it has read and understood this Announcement in its entirety
and that its subscription for the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial, trading
or other position of the Company in accepting a participation in
the Placing and neither N+1 Singer, the Company nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement, or the Publicly Available Information; nor has it
requested any of N+1 Singer, the Company, any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
5 N+1 Singer, nor any person acting on behalf of it or any of
its respective affiliates, agents, directors, officers or employees
has or shall have any liability for any Publicly Available
Information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
6 (a) the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in the Publicly Available Information,
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has
made its own assessment of the Company, the Placing Shares and the
terms of the Placing based on Publicly Available Information; (b)
neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information; (c)
it has conducted its own investigation of the Company, the Placing
and the Placing Shares, satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing; and (d) has not relied
on any investigation that N+1 Singer or any person acting on its
behalf may have conducted with respect to the Company, the Placing
or the Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither N+1 Singer nor any
persons acting on behalf of it is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed for will not
be, a resident of, or with an address in, or subject to the laws
of, Australia, Canada, Japan, the Republic of Ireland or the
Republic of South Africa, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of Australia,
Canada, Japan, the Republic of Ireland or the Republic of South
Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and 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;
12 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
15 neither N+1 Singer, its respective affiliates, agents,
directors, officers or employees 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 N+1
Singer and N+1 Singer has no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
16 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to N+1 Singer for the Placing Shares allocated
to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as N+1 Singer may, in its absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
17 no action has been or will be taken by any of the Company,
N+1 Singer or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
18 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither N+1 Singer 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 acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and N+1 Singer in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of N+1 Singer or transferred to a
CREST stock account of N+1 Singer which will hold them as nominee
on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
19 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) 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 (b) it is and will remain liable to the Company and N+1
Singer 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);
20 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
21 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
23 it and any person acting on its behalf (if within the United
Kingdom) is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or Article 49(2) (High net worth
companies etc.) of the Order, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) of the Prospectus Directive. For such purposes, it
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;
24 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges;
25 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of FSMA in
respect of anything done in, from or otherwise involving the United
Kingdom);
26 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), 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 which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of N+1 Singer has been given to the offer or
resale;
27 (other than as set out in placing materials) it has neither
received nor relied on any confidential price sensitive information
about the Company in accepting this invitation to participate in
the Placing;
28 neither N+1 Singer nor any of its respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed or any representation,
warranty or undertaking relating to the Company, and will not be
liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud;
29 neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of N+1 Singer, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of N+1 Singer's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
30 acknowledges and accepts that N+1 Singer may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for its own account for the purpose of hedging its
underwriting exposure or otherwise and, except as required by
applicable law or regulation, N+1 Singer will not make any public
disclosure in relation to such transactions;
31 N+1 Singer and each of its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by N+1 Singer and/or any of
its respective affiliates, acting as an investor for its or their
own account(s). Neither N+1 Singer nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
32 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (together, the "Regulations") and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
33 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 ("MAR") and the Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those
obligations;
34 in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to N+1 Singer's or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at N+1 Singer's
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at N+1 Singer's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity N+1 Singer's (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, N+1 Singer and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
35 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or N+1
Singer's conduct of the Placing;
36 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
37 it irrevocably appoints any duly authorised officer of N+1
Singer as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe upon the terms of
this Announcement;
38 the Company, N+1 Singer and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to N+1 Singer, on their own behalf and on behalf of the
Company and are irrevocable;
39 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such account;
40 neither it nor, as the case may be, its clients expect N+1
Singer to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that N+1 Singer is not acting for it or its clients, and that
N+1 Singer will not be responsible for providing the protections
afforded to customers of N+1 Singer or for providing advice in
respect of the transactions described herein;
41 that it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
42 that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
43 it represents and warrants that, to the extent it has
received any inside information (for the purposes of MAR) and
section 56 of the Criminal Justice Act 1993) in relation to the
Company and its securities, it has not: (a) dealt (or attempted to
deal) in the securities of the Company; (b) encouraged, recommended
or induced another person to deal in the securities of the Company;
or (c) unlawfully disclosed inside information to any person, prior
to the information being made publicly available;
44 it has consented to receive information in respect of
securities of the Company and other price-affected securities (as
defined in FSMA) which makes it an "insider" for the purposes of
Part V of FSMA and MAR, and it agrees not to deal in any securities
of the Company until such time as the inside information (as
defined in FSMA) of which it has been made aware has been made
public for purposes of FSMA or it has been notified by N + 1 Singer
or the Company that the proposed Placing will not proceed and any
unpublished price sensitive information of which the Placee is
aware has been publicly announced, and, other than in respect of
its knowledge of the proposed Placing, it has neither received nor
relied on any confidential price sensitive information concerning
the Company or the Placing Shares;
45 that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
46 that it is responsible for obtaining any legal, tax and other
advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or N+1 Singer to provide any legal, tax or other advice to
it;
47 it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own
account as principal or for a discretionary account or accounts (as
to which it has the authority to make the statements set out
herein) for investment purposes only;
48 time is of the essence as regards its obligations under this Appendix;
49 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to N+1 Singer;
50 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
51 the terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of 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 N+1 Singer in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, N+1 Singer and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by N+1 Singer, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall remain in full force and
effect after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor N+1 Singer shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify N+1 Singer
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and N+1 Singer in the event that
either the Company and/or N+1 Singer has incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to N+1 Singer for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that N+1 Singer does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer may (at its absolute
discretion) satisfy its obligation to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a
consequence this money will not be segregated from N+1 Singer's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
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.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the Placing Shares. Past performance is
no guide to future performance, and persons needing advice should
consult an independent financial adviser.
The Placing Shares to be issued or sold 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.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Admission" the admission of the Placing Shares, the
Subscription Shares, the PrimaryBid Shares
and the Open Offer Shares to trading on
AIM becoming effective in accordance with
the AIM Rules
"AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published
by the London Stock Exchange, as amended
"Board" or "Directors" the board of directors of the Company
"certificated" or an Ordinary Share which is not in uncertificated
"in certificated form" form (that is, not in CREST)
"Circular" the circular to be sent to Shareholders
enclosing the notice of the General Meeting
"Closing Price" the closing price of an Ordinary Share
"Company" or "Futura" Futura Medical plc, a public limited company
(incorporated and registered in England
and Wales with registered number 04206001)
whose registered office is at Surrey Technology
Centre, 40 Occam Road, Guildford, Surry
GU2 7YG
"Companies Act" the Companies Act 2006 as amended
"CREST" the computerised settlement system operated
by Euroclear which facilitates the transferring
of title to shares in uncertificated form
"Directors" the directors of the Company
"Eligible Shareholders" all holders of Ordinary Shares on the Record
Date (whether or not such shares are held
in uncertificated or certificated form)
that are not Non-Eligible Shareholders
"Existing Ordinary the 121,006,002 Ordinary Shares in issue
Shares" as at the date of this announcement
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act
2000, as amended
"Fundraising" the Placing, the Subscription, the PrimaryBid
Offer and the Open Offer
"General Meeting" the general meeting of the Company to be
held at the offices of Futura Medical plc
at Surrey Technology Centre, 40 Occam Road,
Guildford, Surry GU2 7YG at 1 p.m. on 12
November 2018, or any adjournment thereof
"Group" the Company and its subsidiary undertakings
(as defined in the Companies Act)
"Issue Documents" the documents to be issued in connection
with the Fundraising
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (EU/596/2014)
"N+1 Singer" Nplus1 Singer Advisory LLP (registered
in England and Wales with registered number
OC364131) whose registered office is at
One Bartholomew Lane, London EC2N 2AX,
the Company's nominated adviser and broker
"Non-Eligible Shareholders" any holder of existing Ordinary Shares
who is excluded from receiving the Open
Offer application form and/or participating
in the Open Offer
"Open Offer" the invitation to Eligible Shareholders
to apply to subscribe for Open Offer Shares
at the Placing Price
"Open Offer Shares" the new Ordinary Shares to be issued pursuant
to the Open Offer
"Ordinary Shares" the ordinary shares of 0.2 pence each in
the capital of the Company
"Placing" the conditional placing of the Placing
Shares at the Placing Price pursuant to
the Placing Agreement
"Placing Agreement" the conditional agreement dated 18 October
2018 between the Company and N+1 Singer
relating to the Placing
"Placing Price" 7 pence per Placing Share, Subscription
Share, PrimaryBid Share, Open Offer Share
(as the case may be)
"Placing Shares" new Ordinary Shares to be issued in connection
with the Placing
"PrimaryBid" PrimaryBid Limited (registered number 08092575),
which is authorised and regulated by the
FCA with register number 779021
"PrimaryBid Offer" The partially underwritten PrimaryBid offer
of new Ordinary Shares made to private
and other investors on the PrimaryBid platform
"PrimaryBid Shares" new Ordinary Shares to be issued in connection
with the PrimaryBid Offer
"Resolutions" the resolutions to be proposed at the General
Meeting as set out in the Notice
"Shareholders" holders from time to time of Ordinary Shares
"Subscription" the conditional subscription of the Subscription
Shares at the Placing Price by certain
investors
"Subscription Shares" new Ordinary Shares to be issued in connection
with the Subscription
"uncertificated" or recorded on a register of securities maintained
"in uncertificated by Euroclear in accordance with the CREST
form" Regulations as being in uncertificated
form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
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
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October 18, 2018 12:04 ET (16:04 GMT)
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