TIDMIKA
RNS Number : 2338U
Ilika plc
11 July 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, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
11 July 2018
Ilika plc
Proposed Placing to raise not less than GBP4.0 million
and
Open Offer to raise up to GBP1.0 million
Introduction
Ilika plc, the advanced solid-state battery technology and
materials innovation company ("Ilika", the "Company" or, together
with its subsidiary undertakings, the "Group"), today announces a
placing of new ordinary shares of one penny each ("Ordinary
Shares") in the capital of the Company (the "Placing Shares") at a
price of 20 pence per Placing Share (the "Placing Price") to raise
gross proceeds of not less than GBP4.0 million (the "Placing").
The Placing Shares will represent not less than 25.8 per cent.
of the existing issued share capital of the Company and the Placing
Price represents a discount of approximately 13.0 per cent. to the
closing mid-market price of 23 pence per Ordinary Share on 10 July
2018, being the latest practicable date prior to the publication of
this Announcement.
Ilika also intends to raise up to approximately GBP1.0 million
through the issue of 5,058,240 new Ordinary Shares (the "Open Offer
Shares") pursuant to an open offer (the "Open Offer", together with
the Placing, the "Capital Raising"), to allow Ilika shareholders
who are not participating in the Placing to subscribe for new
Ordinary Shares at the Placing Price.
Liberum Capital Limited ("Liberum") is acting as nominated
adviser and sole bookrunner in connection with the Placing. The
Placing will be launched immediately following this Announcement,
in accordance with the terms and conditions set out in the Appendix
to this Announcement.
The Company intends to send a circular (the "Circular") to
shareholders in connection with the Open Offer on or around 11 July
2018. The Circular will also be available on the Company's website:
www.ilika.com later today.
Transaction highlights
-- Conditional placing to raise gross proceeds of not less than
GBP4.0 million and an associated Open Offer to raise up to GBP1.0
million by way of a Placing of 20,224,683 new Ordinary Shares at a
Placing Price of 20p and an Open Offer of 5,058,240 new Ordinary
Shares at a price of 20p.
-- The Company has been approached by a number of commercial
partners interested in collaborating with Ilika to develop larger
capacity batteries suitable for use in consumer electronics,
domestic storage of energy and electric powered vehicles codenamed
"Project Goliath".
-- Following the offer of grant funding pursuant to the Faraday
Challenge automotive collaborations, Ilika has now extended its
commercialisation roadmap to include large format Stereax(R)cells
for automotive power and now intends to build a new pre-pilot
production line.
-- The proceeds of the Placing together with the associated
offer of funding grants received from Innovate UK are expected to
be utilised as follows:
o Pre-pilot plant capital expenditure for Project Goliath of
GBP1.6 million;
o Project Goliath operational costs of GBP1.5 million;
o Capital expenditure of GBP0.2million; and
o GBP3.0 million for general working capital purposes.
-- The Directors believe that the funds raised from the Placing
together with the Company's funding grants will provide sufficient
working capital for the Company to fund its operations until at
least the end of 2019.
-- General Meeting to approve the Capital Raising to be held on
27 July 2018 at 11:00 a.m. at the offices of Eversheds Sutherland
(International) LLP, One Wood Street, London EC2V 7WS
Graeme Purdy, Chief Executive of Ilika, said: "It is an exciting
time for the Company as it extends its commercialisation roadmap to
include large format Stereax(R) cells for automotive power through
the construction of a new pre-pilot production line. This Placing
will also support the work we are carrying out with a number of
interested parties surrounding our Stereax thin film batteries,
with a view to entering into licence agreements.
"The Directors believe that the funds raised from the Placing
together with the Company's funding grants will position the
Company well to commercialise the Intellectual Property developed
to date and lead interested commercial partners to the table to
discuss licensing terms."
www.ilika.com
For more information contact:
Ilika plc
Graeme Purdy, Chief Executive Tel: 023 8011 1400
Steve Boydell, Finance Director
Liberum Capital Limited Tel: 020 3100 2000
Neil Elliot, Jill Li,
Trystan Cullen, William Hall
Walbrook PR Ltd Tel: 020 7933 8780 / ilika@walbrookpr.com
Paul Cornelius Mob: 07866 384 707
Lianne Cawthorne Mob: 07584 391 303
Note:
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation. Upon the publication of this
announcement via Regulatory Information Service, this inside
information is now considered to be in the public domain. If you
have any queries on this, then please contact Steve Boydell,
Finance Director of the Company (responsible for arranging release
of this announcement) on 023 8011 1400.
IMPORTANT NOTICES
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
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.
Liberum is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing or any other matters referred to in this Announcement, and
Liberum 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 Liberum 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 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.
The following is an extract from the Chairman's letter to be set
out in substantially the same form in the Circular.
Proposed Placing to raise not less than GBP4.0 million
and
Open Offer to raise up to GBP1.0 million
1. Introduction
The Company is pleased to announce a conditional Placing by
Liberum Capital at a price of 20 pence per New Ordinary Share to
raise gross proceeds of not less than GBP4.0 million and an
associated Open Offer to raise up to GBP1.0 million. The net
proceeds of the Placing and Open Offer will be used to fund capital
expenditure relating to the Company's automotive projects and to
provide working capital for the Company to at least the end of
2019.
The Placing and Open Offer are conditional upon, inter alia, the
passing of the Resolutions at the General Meeting and Admission. It
is expected that, subject to the passing of the Resolutions, the
New Ordinary Shares will be admitted to trading on AIM on 30 July
2018.
The Placing Price represents a discount of approximately 13.0
per cent. to the closing mid-market price of 23 pence per Existing
Ordinary Share on 10 July 2018 (being the latest practicable date
prior to this announcement).
2. Background to, and reasons for, the Placing and Open Offer
On 13 June 2018 the Company announced that it had received
conditional offers of grant funding totalling GBP4.1 million
through the Faraday Battery Challenge to partially fund two
development projects. In order to qualify for this grant funding,
Ilika is required to partially fund these projects, one of which
will be funded from the proceeds of the Placing as described
below.
Furthermore, the Company has been approached by a number of
significant commercial partners interested in collaborating with
Ilika to expand its product development roadmap to include larger
capacity batteries suitable for use in consumer electronics,
domestic storage of energy and electric powered vehicles codenamed
"Project Goliath". Following the offer of grant funding pursuant to
the Faraday Challenge automotive collaborations, Ilika has now
extended its commercialisation roadmap to include large format
Stereax(R) cells for automotive power and now intends to build a
new pre-pilot production line, which is estimated to cost GBP1.6
million with additional working capital requirements of GBP1.5
million.
Ilika is the lead partner in the PowerDrive Line project, in
which it intends to collaborate with Honda, Ricardo, the Centre for
Process Innovation ("CPI") and University College London. The
proposed project grant funding for all partners is GBP4.4 million,
of which Ilika expects to receive GBP2.3 million. This 30-month
collaborative project will be the key focus for Ilika as it seeks
to develop a lithium based solid-state Stereax(R) battery for plug
in hybrid and electric vehicles, establish a pre-pilot line for
solid-state battery cell technology and develop processes for a
solid-state materials supply chain. The innovative solid-state
technology will enable safer, more energy and power dense cells
that will facilitate ultra-fast charging (enabling PHEV or BEV
drivers to charge their cars in under 25 minutes). GBP0.8 million
of the proceeds from the Placing will therefore be deployed to
support this project.
Ilika also has the opportunity to participate in a project
called, "Multi optimal Solutions for Energy Storage Systems"
(MoSESS), in a consortium led by McLaren including other project
partners A123 Systems and the University of Warwick. The proposed
project grant funding for all partners in this 24-month project is
GBP6 million, of which Ilika would receive GBP1.8 million. The
consortium identifies that current electric technology is not
sufficiently mature for the demands of high performance cars due to
high weight, range limitations and battery management challenges.
Through the development of new materials for cells and a modular
designed battery, the consortium aims at delivering advances needed
to achieve improved levels of functionality and performance, which
may one day benefit volume car buyers. Ilika does not currently
have the funds to support this project and is discussing the
funding required for this project with its partners and further
updates will be made as appropriate.
In addition to the above projects, the Company continues to work
with a number of interested parties with a view to entering into
licence agreements for the Company's Stereax thin film batteries.
To support these efforts the Company is undertaking the Placing to
provide additional working capital.
The Directors believe that the funds raised from the Placing
together with the Company's funding grants will provide sufficient
working capital for the Company to fund its operations until at
least the end of 2019.
3. Current trading and prospects
The past year has seen strong progress from Ilika both
operationally and financially. The Stereax(R) pilot line has
produced samples of Ilika's batteries for evaluation by partners in
a number of jurisdictions. Feedback from Ilika's partners has been
positive and underpins its ongoing commercialisation efforts.
Following the offer of grant funding pursuant to the Faraday
Challenge automotive collaborations, Ilika has now extended its
commercialisation roadmap to include large format Stereax(R)cells
for automotive power.
For the year ended 30 April 2018 the Company recorded revenues
of GBP2.1 million, up from GBP1.1 million in 2017, and a loss
before tax of GBP3.3 million compared to a loss of GBP3.9 million
in 2017.
4. Details of the Placing
The Company is proposing to raise, in aggregate, not less than
GBP4.0 million (before commissions and expenses) by means of the
Placing. The Placing Shares will represent not less than 25.8 per
cent. of the Existing Ordinary Shares. The aggregate net proceeds
after costs related to the Placing are expected to be not less than
GBP3.7 million. The Placing Shares will, when issued, rank in full
for any dividend or other distribution declared, made or paid after
Admission and otherwise equally in all respects with the Existing
Ordinary Shares.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and it is
anticipated that trading in the Placing Shares will commence on AIM
at 8.00 a.m. on 30 July 2018.
The Placing is conditional upon, amongst other things:
-- the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated in accordance
with its terms;
-- the Resolutions being passed at the General Meeting by the
requisite majorities; and
-- Admission of the Placing Shares to trading on AIM becoming
effective by not later than 8.00 a.m. on 30 July 2018 (or such
later time and date as may be agreed between the Company and
Liberum Capital, being not later than 8.00 a.m. on 17 August
2018).
The Placing is not conditional on the Open Offer.
Pursuant to the terms of the Placing Agreement, Liberum Capital,
as agent for the Company, has agreed to use its reasonable
endeavours to procure placees for the Placing Shares at the Placing
Price. The Placing Agreement contains warranties from the Company
in favour of Liberum Capital which are customary for a transaction
of this nature. In addition, the Company has agreed to indemnify
Liberum Capital in customary terms in relation to certain
liabilities that it may incur in respect of the Placing.
Liberum Capital may (after consultation with the Company)
terminate the Placing Agreement prior to Admission in certain
circumstances, including, amongst other things, if the Company is
in material breach of any of its obligations under the Placing
Agreement (including the warranties contained in the Placing
Agreement); if there is a material adverse change in the financial
position or prospects of the Group; or if there is a material
adverse change in national or international financial, monetary,
economic, political, environmental or stock market conditions which
(in the reasonable opinion of Liberum Capital, acting in good
faith) is or will be or is likely to be materially prejudicial to
the Group or to the Placing or Admission.
5. Director Subscriptions
The following directors have confirmed their intention to
subscribe for New Ordinary Shares in the following amounts and
pursuant to the Director Subscription Agreements:
Director Existing New Shareholding Shareholding
beneficial Ordinary on as a
shareholding Shares completion percentage
subscribed of the of the
for Placing Enlarged
Issued Share
Capital
Mike 0.35 per
Inglis 115,000 250,000 365,000 cent.
-------------------------- ------------------------ -------------------------- --------------------------
Graeme 0.71 per
Purdy 609,427 125,000 734,427 cent.
-------------------------- ------------------------ -------------------------- --------------------------
Keith 0.07 per
Jackson 20,000 50,000 70,000 cent.
-------------------------- ------------------------ -------------------------- --------------------------
6. Details of the Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate at the same price per New Ordinary Share as the Placing
and, accordingly, the Company is make the Open Offer to Qualifying
Shareholders. The Company is proposing to raise a maximum of GBP1.0
million (before expenses) (assuming full take up of the Open Offer
but being less than the EUR5 million maximum amount permitted
without requiring the publication by the Company of a prospectus
under the Prospectus Rules) through the issue of up to 5,058,240
Open Offer Shares.
The Open Offer Shares are available to Qualifying Shareholders
pursuant to the Open Offer at the Placing Price of 20 pence per
Open Offer Share, payable in full on acceptance. Any Open Offer
Shares not applied for by Qualifying Shareholders will be available
to Qualifying Shareholders under the Excess Application
Facility.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Placing Price on the following basis:
2 Open Offer Shares for every 31 Existing Ordinary Shares
held by the Qualifying Shareholder on the Record Date
Entitlements of Qualifying Shareholders to apply for Open Offer
Shares will be rounded down to the nearest whole number of Open
Offer Shares. Fractional entitlements which would otherwise arise
will not be issued to Qualifying Shareholders but will be
aggregated and made available under the Excess Application
Facility. The Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares in excess of their Open
Offer Entitlements. Not all Shareholders will be Qualifying
Shareholders. Shareholders who are located in, or are citizens of,
or have a registered office in the Restricted Jurisdictions will
not qualify to participate in the Open Offer.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form. Applicants can apply for less or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend, in part, on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. The Company may
satisfy valid applications for Excess Shares of applicants in whole
or in part but reserves the right not to satisfy any excess above
any Open Offer Entitlement. The Board may scale back applications
made in excess of Open Offer Entitlements on such basis as it
reasonably considers to be appropriate.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST stock accounts on 12 July 2018. The Open
Offer Entitlements will be enabled for settlement in CREST until
11.00 a.m. on 26 July 2018. Applications through the CREST system
may only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of bona fide market
claim. The Open Offer Shares must be paid in full on
application.
The latest time and date for receipt of completed Application
Forms or CREST applications and payment in respect of the Open
Offer is 11.00 a.m. on 26 July 2018. The Open Offer is not being
made to certain Overseas Shareholders.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of Qualifying Shareholders who do not apply
under the Open Offer. The Application Form is not a document of
title and cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, will be contained in the Circular that will shortly be
sent to Qualifying Shareholders and on the accompanying Application
Form.
The Open Offer is conditional upon the Placing becoming
unconditional in all respects and not being terminated before
Admission (as the case may be). Accordingly, if the conditions to
the Placing are not satisfied or waived (where capable of waiver),
the Open Offer will not proceed and the Open Offer Shares will not
be issued and all monies received by the Receiving Agent will be
returned to the applicants (at the applicant's risk and without
interest) as soon as possible, but within 14 days thereafter. Any
Open Offer Entitlements admitted to CREST will thereafter be
disabled.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued, be fully paid, rank pari
passu in all respect with the Placing Shares and the Existing
Ordinary Shares, including the right to receive dividends and other
distributions declared, paid or made after the date of their
issue.
7. Sources and uses of proceeds
The proceeds of the Placing together with the funding grants of
GBP2.3 million towards the PowerDrive Line project offered by
Innovate UK are expected to be utilised as follows:
-- Pre-pilot plant capital expenditure for Project Goliath of GBP1.6 million;
-- Project Goliath operational costs of GBP1.5 million;
-- Capital expenditure of GBP0.2million; and
-- GBP3.0 million for general working capital purposes.
8. Effects of the Placing and Open Offer
Upon Admission, and assuming full take up of the Open Offer
Entitlements, the Enlarged Issued Share Capital is expected to be
not less than 103,685,633 Ordinary Shares. On this basis, the New
Ordinary Shares will represent not less than approximately 24.4 per
cent. of the Company's Enlarged Issued Share Capital.
Following the issue of the New Ordinary Shares pursuant to the
Placing and Open Offer, assuming full take up of the Open Offer
Entitlements, Qualifying Shareholders who do not take up any of
their Open Offer entitlements nor participate in the Placing will
suffer a dilution of not less than 24.4 per cent. to their
interests in the Company. If a Qualifying Shareholder takes up his,
her or its Open Offer Entitlement in full, and does not participate
in the Placing, he, she or it will suffer a dilution of not less
than 19.5 per cent. to his, her or its interest in the Company.
The Directors have concluded that proceeding with the Placing
and Open Offer is the most suitable option available to the Company
for raising additional funds through the issue of New Ordinary
Shares and that issuing the New Ordinary Shares at a discount is
fair and reasonable so far as all existing Shareholders are
concerned. The Placing Price has been set by Liberum Capital, after
consultation with the Company, following its assessment of market
conditions and following discussions with a number of institutional
investors.
9. General Meeting
The Directors currently have existing authorities to allot
shares and dis-apply pre-emption rights under section 551 and
section 570 of the Act which were obtained at the Company's Annual
General Meeting held on 28 September 2017. However, these are
insufficient to enable the Company to allot and issue the full
amount of New Ordinary Shares pursuant to the Placing and Open
Offer. Accordingly, in order for the Company to allot and issue the
New Ordinary Shares, the Company needs to first obtain approval
from its Shareholders to grant to the Board additional authority to
allot the New Ordinary Shares and to dis-apply statutory
pre-emption rights which would otherwise apply to such allotment.
The Company is therefore also seeking Shareholder authority to
increase the Director's general authority to allot securities and
dis-apply pre-emption rights pursuant to sections 551 and 570 of
the Act, respectively.
Set out at the end of the Circular will be a notice convening
the General Meeting of the Company to be held at the offices of the
Company's solicitors, Eversheds Sutherland (International) LLP at
One Wood Street, London EC2V 7WS on 27 July 2018 at 11:00 a.m., at
which the Resolutions will be proposed.
The Resolutions are all inter-conditional such that if any
Resolution is not passed by Shareholders at the General Meeting,
the Placing and Open Offer will not proceed. The Resolutions can be
summarised as follows:
-- Resolution 1 - this will be proposed as an ordinary
resolution and seeks the approval of Shareholders to authorise the
Directors to allot the New Ordinary Shares in connection with the
Placing and Open Offer; and
-- Resolution 2 - this will be proposed as a special resolution
and seeks the approval of Shareholders to authorise the Directors
to dis-apply pre-emption rights in connection with the allotment of
the New Ordinary Shares in connection with the Placing and Open
Offer.
Save in respect of the allotment of the Placing Shares and Open
Offer Shares, the grant of options to employees under employee
share plans or other similar incentive arrangements and pursuant to
any exercise of existing options in respect of Ordinary Shares, the
Directors have no current intention to allot shares, or rights to
subscribe or convert into shares, in the capital of the
Company.
The Directors believe that the Placing and Open Offer are in the
best interests of Shareholders and the Directors intend to
unanimously recommend that Shareholders vote in favour of the
Resolutions so that the Placing and Open Offer can be
implemented.
Appendix 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Open Offer Record Date 5.00 p.m. on 10 July
2018
Announcement of the Placing and Open 11 July 2018
Offer
Posting of the Circular, Application 11 July 2018
Forms and Forms of Proxy
Date Existing Ordinary Shares marked 8.00 a.m. on 11 July
'ex-entitlement' by the London Stock 2018
Exchange
Open Offer Entitlements and Excess Open 8.00 a.m. on 12 July
Offer Entitlements credited to CREST 2018 or as soon as possible
stock accounts of Qualifying CREST Shareholders thereafter
Recommended latest time and date for 4.30 p.m. on 19 July
requesting withdrawal of Open Offer Entitlements 2018
and Excess Open Offer Entitlements from
CREST
Latest time and date for depositing Open 3.00 p.m. on 23 July
Offer Entitlements and Excess Open Offer 2018
Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 24 July
Forms (to satisfy bona fide market claims 2018
in relation to Open Offer Entitlements
only)
Latest time and date for receipt of completed 11.00 a.m. on 25 July
Forms of Proxy and receipt of electronic 2018
proxy appointments via CREST
Latest time and date for receipt of completed 11.00 a.m. on 26 July
Application Forms and payment in full 2018
under the Open Offer or settlement of
the relevant CREST instructions (as appropriate)
General Meeting 11.00 a.m. on 27 July
2018
Results of General Meeting and Placing 27 July 2018
and Open Offer expected to be announced
through a Regulatory Information Service
Admission and commencement of dealings 8.00 a.m. on 30 July
in the New Ordinary Shares on AIM expected 2018
to commence
Expected time and date on which CREST On or after 8.00 a.m.
accounts to be credited with New Ordinary on 30 July 2018
Shares in uncertificated form
Expected date for despatch of definitive By 2 August 2018
share certificates in respect of New
Ordinary Shares to be issued in certificated
form
Notes:
(1) Reference to times in this announcement is to London time unless otherwise stated.
(2) Each of the times and dates above are indicative only and
are subject to change. If any of the above times and/or dates
change, the revised times and/or dates will be notified by the
Company to the Shareholders by announcement though a Regulatory
Information Service.
(3) Admission and the commencement of dealings in the New
Ordinary Shares on AIM are conditional on, inter alia, the passing
of the Resolutions at the General Meeting.
APPIX 2
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context otherwise requires:
"Admission" the admission of the New Ordinary Shares
to trading on AIM becoming effective in
accordance with the AIM Rules
"AIM Rules" the AIM Rules for Companies, published by
the London Stock Exchange plc
"Application Form" the personalised application form accompanying
the Circular (where appropriate) pursuant
to which Qualifying Non-CREST Shareholders
(other than certain Overseas Shareholders)
may apply to subscribe for Open Offer Shares
under the Open Offer
"Board" or "Directors" the board of directors of the Company
"Company" or "Ilika" Ilika plc
"CREST" or "CREST the relevant system (as defined in the CREST
system" regulations) for the paperless settlement
of trades and the holding of uncertificated
securities operated by Euroclear
"CREST Manual" the rules governing the operation of CREST,
consisting of the CREST Reference Manual,
CREST International Manual, CREST Central
Counterparty Service Manual, CREST Rules,
CCSS Operations Manual and CREST Glossary
of Terms (all as defined in the CREST Glossary
of Terms promulgated by Euroclear on 15
July 1996 and as amended since)
"CREST Member" a person who has been admitted to Euroclear
as a system-member (as defined in the CREST
Regulations)
"CREST Participant" a person who is, in relation to CREST, a
system-participant (as defined in the CREST
regulations)
"CREST Payment" has the meaning given thereto in the CREST
Manual
"CREST regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755)
"CREST Sponsor" a CREST Participant admitted to CREST as
a CREST Sponsor
"CREST Sponsored a CREST Member admitted to CREST as a sponsored
Member" member
"Director Subscriptions" means the subscriptions to be made at the
Placing Price by, or on behalf of the following
Directors:
(i) Mike Inglis, in respect of 250,000 New
Ordinary Shares;
(ii) Graeme Purdy, in respect of 125,000
New Ordinary Shares; and
(iii) Keith Jackson in respect of 50,000
New Ordinary Shares.
"Director Subscriptions means the subscription agreements dated
Agreements" on or about the date of this document between
the Company and each of the Directors subscribing
for Director Subscription Shares
"Director Subscription means the 425,000 New Ordinary Shares to
Shares" be issued pursuant to the Director Subscriptions
"Enlarged Share Capital" the issued ordinary share capital of the
Company immediately following the implementation
of the Placing and Open Offer and Admission
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for any number of
Open Offer Shares in excess of their Open
Offer Entitlement provided that they have
agreed to take up their Open Offer Entitlement
in full in accordance with the terms and
conditions of the Open Offer
"Excess CREST Open in respect of each Qualifying CREST Shareholder,
Offer Entitlement" the entitlement (in addition to his/her
Open Offer Entitlement) to apply for Open
Offer Shares pursuant to the Excess Application
Facility, which is conditional on him/her
taking up his/her Open Offer Entitlement
in full and which may be subject to scaling
back in accordance with the provisions of
the Circular
"Excess Open Offer in respect of each Qualifying Shareholder,
Entitlement" the entitlement (in addition to his/her
Open Offer Entitlement) to apply for Open
Offer Shares pursuant to the Excess Application
Facility, which is conditional on him/her
taking up his/her Open Offer Entitlement
in full and which may be subject to scaling
back in accordance with the provisions of
the Circular
"Excess Shares" Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application
Facility
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 8.00 a.m. on
11 July 2018
"Existing Ordinary the 78,402,710 existing Ordinary Shares
Shares" in issue as at 10 July 2018 (being the latest
practicable date prior to publication of
the Circular)
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the General Meeting and
accompanying the Circular
"FSMA" the Financial Services and Markets Act 2000
"General Meeting" the general meeting of the Company to be
held at the offices of Eversheds Sutherland
(International) LLP at One Wood Street,
London EC2V 7WS at 11.00 a.m. on 27 July
2018, or any adjournment thereof
"Group" the Company and its subsidiary undertakings
"Placing Price" the price at which the New Ordinary Shares
are to be issued and allotted pursuant to
the Placing and Open Offer, being 20 pence
per New Ordinary Share
"Latest Practicable close of business (5.00 pm London time)
Date" on 10 July 2018, being the latest practicable
date prior to this announcement
"Liberum Capital" Liberum Capital Limited, the Company's nominated
adviser and broker in connection with the
Placing and Open Offer
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" 25,282,923 new Ordinary Shares to be issued
pursuant to the Placing and Open Offer
"Notice of the General the notice of the General Meeting set out
Meeting" at the end of the Circular
"Official List" the Official List of the FCA
"Open Offer" the conditional invitation made by the Company
to Qualifying Shareholders to subscribe
for the Open Offer Shares at the Placing
Price on the terms and subject to the conditions
set out in the Circular and, in the case
of Qualifying Non-CREST Shareholders, in
the Application Form accompanying the Circular
"Open Offer Entitlement" the pro rata basic entitlement of a Qualifying
Shareholder, pursuant to the Open Offer,
to apply to subscribe for 2 Open Offer Shares
for every 31 Existing Ordinary Shares registered
in its name as at the Open Offer Record
Date
"Open Offer Record the record date in relation to the Open
Date" or "Record Offer, being 5.00 p.m. on 10 July 2018
Date"
"Open Offer Shares" 5,058,240 New Ordinary Shares to be issued
by the Company to Qualifying Shareholders
in connection with the Open Offer
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital
of the Company
"Overseas Shareholders" Shareholders with registered addresses in,
or who are citizens, residents or nationals
of, jurisdictions outside of the UK
"Placing" the conditional placing by Liberum Capital,
as agent for the Company, of the Placing
Shares at the Placing Price on the terms
and conditions set out in the Placing Agreement
"Placing Agreement" the placing agreement dated 11 July 2018
between the Company and Liberum Capital
"Placing Shares" the 20,224,683 New Ordinary Shares to be
placed for cash with placees pursuant to
the Placing on the terms and subject to
the conditions set out in the Placing Agreement
"Prospectus Rules" the prospectus rules made by the FCA in
exercise of its functions as competent authority
pursuant to Part VI of FSMA, as amended
from time to time
"Qualifying CREST Qualifying Shareholders whose Existing Ordinary
Shareholders" Shares on the register of members of the
Company on the Open Offer Record Date are
held in uncertificated form
"Qualifying Non-CREST Qualifying Shareholders whose Existing Ordinary
Shareholders" Shares on the register of members of the
Company on the Open Offer Record Date are
held in certificated form
"Qualifying Shareholders" Shareholders on the register of members
of the Company on the Open Offer Record
Date with the exclusion (subject to exemptions)
of persons with a registered address or
located or resident in a Restricted Jurisdiction
"Receiving Agent" Computershare Investor Services PLC
or "Registrar"
"Regulatory Information a service approved by the FCA for the distribution
Service" to the public of regulatory announcements
and included within the list maintained
on the FCA's website
"Resolutions" the resolutions set out in the Notice of
General Meeting at the end of the Circular
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure for the
Company if information or documentation
concerning the proposals set out in the
Circular is sent or made available to Shareholders
in that jurisdiction including, without
limitation, the United States of America,
Canada, Australia, New Zealand, Japan and
the Republic of South Africa
"Shareholders" holders of Ordinary Shares
"uncertificated" recorded on the relevant register of Ordinary
or "in uncertificated Shares as being held in uncertificated form
form" in CREST and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" the United Kingdom of Great Britain and
or "UK" Northern Ireland
"United States" or the United States of America, each state
"US" thereof, its territories and possessions
(including the District of Columbia) and
all other areas subject to its jurisdiction
"GBP", "pounds sterling", are references to the lawful currency of
"pence" or "p" the United Kingdom
"EUR" or "Euros" are references to the lawful currency of
the European Union
Appendix 3
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN 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"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER (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 ILIKA PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 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. 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 OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS 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 OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Liberum
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 such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Liberum to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares in the EEA 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) (the "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
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa or Japan or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
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:
(a) it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
(b) 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:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Liberum has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State 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;
and
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside 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
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules for
Companies (the "AIM Rules")) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
contract note 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
Liberum or the Company or any other person and none of Liberum, the
Company nor 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. No Placee
should consider any information in this Announcement to be legal,
tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Liberum has today entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, Liberum, as agent for and on behalf
of the Company, has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company and credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of one penny each ("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.
As part of the Placing, the Company has agreed that it will not
for a period of 90 days after (but including) Admission, directly
or indirectly, issue, offer, sell, lend, pledge, contract to sell
or issue, grant any option, right or warrant to purchase or
otherwise dispose of any Ordinary Shares (or any interest therein
or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to
receive Ordinary Shares or any substantially similar securities or
otherwise enter into any transaction (including derivative
transaction) directly or indirectly, permanently or temporarily, to
dispose of any Ordinary Shares or undertake any other transaction
with the same economic effect as any of the foregoing or announce
an offering of Ordinary Shares or any interest therein or to
announce publicly any intention to enter into any transaction
described above. This agreement is subject to certain customary
exceptions and does not prevent the grant or exercise of options
under any of the
Company's existing share incentives and share option schemes, or
following Admission the issue by the Company of any Ordinary Shares
upon the exercise of any right or option or the conversion of a
security already in existence.
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 Liberum under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) the Resolutions having been duly passed (without amendment)
at the General Meeting (or at any adjournment thereof);
(b) none of the warranties on the part of the Company contained
in the Placing Agreement being untrue or inaccurate on the date on
which the Placing Agreement is signed or at all times up to
Admission, by reference to the facts and circumstances then
subsisting;
(c) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission; and
(d) Admission having become effective at or before 8.00 a.m. on
30 July 2018 or such later time as Liberum may agree with the
Company;
(all conditions to the obligations of Liberum included in the
Placing Agreement being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement is 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 Liberum may agree), or the
Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placee is acting) in respect thereof.
By participating in the 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.
Liberum may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of all or any of the Conditions in
the Placing Agreement in whole or in part, or extend the time
provided for fulfilment of one or more Conditions, save that
certain Conditions including the condition relating to Admission
referred to in paragraph (d) above may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Appendix.
Liberum may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Liberum nor any of its affiliates, agents, directors,
officers or employees nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision any of them may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision any of them may make as to the satisfaction of any
condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Liberum.
Termination of the Placing
Liberum may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to
Admission if, inter alia:
(a) there has, in opinion of Liberum (acting in good faith),
been a breach of the warranties given to it;
(b) there has, in the opinion of Liberum (acting in good faith),
been a material adverse change;
(c) any statement contained in this Announcement or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing is or has become or has been
discovered to be untrue or inaccurate in any respect or misleading
in any respect; or
(d) in the opinion of Liberum (acting in good faith), there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Liberum that the exercise by the Company or Liberum 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 Liberum or for agreement between the Company and
Liberum (as the case may be) and that neither the Company nor
Liberum need make any reference to such Placee and that none of the
Company, Liberum 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 Liberum of a trade confirmation email confirming
each Placee's allocation and commitment in the Placing.
Application for admission to trading
Application has been made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 30 July 2018 and that dealings in the Placing Shares on AIM
will commence at the same time.
Principal terms of the Placing
1. Liberum is acting as bookrunner to the Placing, as agent for
and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Liberum to
participate. Liberum and any of its affiliates are entitled to
participate in the Placing as principal.
3. The price per Placing Share (the "Placing Price") is fixed at
20 pence and is payable to Liberum (as agent for the Company) by
all Placees.
4. Each Placee's allocation will be determined by Liberum in its
discretion following consultation with the Company and will be
confirmed orally or by email by Liberum.
5. Each Placee's allocation and commitment will be evidenced by
a trade confirmation email issued to such Placee by Liberum. The
terms of this Appendix will be deemed incorporated in that contract
note.
6. Each Placee's allocation and commitment to acquire Placing
Shares will be made on the terms and subject to the conditions in
this Appendix and will be legally binding on the Placee on behalf
of which it is made and except with Liberum's consent will not be
capable of variation or revocation after the time at which it is
submitted. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Liberum (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. Except as required by law or regulation, no press release or
other announcement will be made by Liberum or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
8. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations 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".
10. 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.
11. To the fullest extent permissible by law and applicable FCA rules, neither:
(a) Liberum;
(b) any of its affiliates, agents, directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with Liberum as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of
Liberum);
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 Liberum nor any of its affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of Liberum's conduct of the Placing or of such
alternative method of effecting the Placing as Liberum and the
Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a trade confirmation email which will confirm the
number of Placing Shares allocated to them, the Placing Price and
the aggregate amount owed by them to Liberum.
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 Liberum in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Liberum.
Settlement of transactions in the Placing Shares (ISIN:
GB00B608Z994) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+13 basis unless otherwise notified by Liberum and is
expected to occur on 30 July 2018 (the "Settlement Date") in
accordance with the contract notes. 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 Liberum may agree that the Placing Shares should be issued in
certificated form. Liberum reserves the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as it deems necessary if delivery or
settlement to Placees is not practicable within the CREST system or
would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Subject to the conditions set out above, payment in respect of
the Placees' allocation is due as set out below. Each Placee should
provide its settlement details in order to enable instructions to
be successfully matched in CREST. The relevant settlement details
are as follows:
CREST Participant ID of Liberum: ENQAN
Expected Trade time & date: 08:00 a.m. on 11 July 2018
Settlement date: 30 July 2018
ISIN code for the Placing Shares: GB00B608Z994
Deadline for Placee to input instructions into CREST: 12:00 p.m. on 27 July 2018
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 three percentage points above prevailing base rate of
Barclays Bank plc as determined by Liberum.
Each Placee is deemed to agree that if it does not comply with
these obligations, Liberum may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for Liberum's
own account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the Placing Price
and for any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of its Placing
Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note 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.
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 Liberum expressly agrees in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has not received 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 or other applicable law; and
(b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the
Market Abuse Regulation (EU Regulation No. 596/2014 (the "MAR")),
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither Liberum nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement or
the Publicly Available Information; nor has it requested Liberum,
the Company, any of their respective affiliates, agents, directors,
employees or officers or any person acting on behalf of any of them
to provide it with any such information;
5. neither Liberum nor any person acting on behalf of it nor any
of its 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 acquire 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 Liberum, nor the Company (nor any of their
respective affiliates, agents, directors, officers and employees)
have made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of the Publicly Available
Information;
(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) it has not relied on any investigation that Liberum 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 Liberum nor any
persons acting on its behalf 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. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
9. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, the Republic of South Africa or Japan, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, the Republic of South Africa or
Japan and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
10. 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;
11. it understands that 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 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;
13. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act and will be
subject to restrictions on resale and transfer subject to certain
exceptions under US law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 for resales or transfers of Placing
Shares; and
(c) it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons
(as defined in the Securities Act);
14. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
15. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
16. 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;
17. none of Liberum, its affiliates and any person acting on
behalf of any of them is making any recommendations to it or
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be a client
of Liberum and that Liberum 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;
18. it will make payment to Liberum 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 Liberum determines in its
absolute discretion without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
19. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
20. no action has been or will be taken by any of the Company,
Liberum or any person acting on behalf of the Company or Liberum
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;
21. 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,
22. Liberum and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to indemnify the Company and
Liberum in respect of the same on the basis that the Placing Shares
will be issued to a CREST stock account of Liberum who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
23. the sale, 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;
24. if in the United Kingdom, represents and warrants that it is
a Qualified Investor and a person: (i) who is an investment
professionals within the meaning of Article 19(5) of the Order;
(ii) who falls within Article 49(2)(A) to (D) ("High Net Worth
Companies, Unincorporated Associations, etc.") of the Order; or
(iii) to whom this Announcement may otherwise be lawfully
communicated;
25. 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 the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
26. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Liberum in writing, represents
and warrants that it is a Qualified Investor within the meaning of
the Prospectus Directive; it has only communicated or caused to be
communicated and it will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
Placing Shares in circumstances in which section 21(1) of the FSMA
does not require approval of the communication by an authorised
person and it acknowledges and agrees that this Announcement has
not been approved by Liberum in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or
approved as financial promotion by an authorised person;
27. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
28. 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 Liberum has been given to the offer or
resale;
29. if it has received any inside information (for the purposes
of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has
not:
(a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
30. neither Liberum, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of Liberum or its 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 warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing
Agreement nor the exercise or performance of any of Liberum's
rights and obligations thereunder including any rights to waive or
vary any Conditions or exercise any termination right;
31. Liberum and its affiliates, acting as an investor for its or
their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Liberum and/or any of its affiliates acting as an
investor for its or their own account(s). Neither Liberum 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:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(together, the "Regulations") and if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to Liberum such evidence, if any, as to the identity or location or
legal status of any person which it may request from it in
connection with the Placing (for the purpose of complying with the
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by Liberum on the basis that any failure
by it to do so may result in the number of Placing Shares that are
to be acquired by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Liberum may decide at
its sole discretion;
33. in order to ensure compliance with the Regulations, Liberum
(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 Liberum or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Liberum's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
Liberum'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 Liberum (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either Liberum 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;
34. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the trade
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
Liberum's conduct of the Placing;
35. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
36. it irrevocably appoints any duly authorised officer of
Liberum as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to acquire upon the terms of
this Announcement;
37. the Company, Liberum and others (including each of their
respective affiliates, agents, directors, officers and employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Liberum on its own behalf and on behalf of the Company
and are irrevocable;
38. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
39. time is of the essence as regards its obligations under this Appendix;
40. 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 Liberum;
41. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
42. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the 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 such contract except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or Liberum 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, Liberum 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 Liberum, 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 survive 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 Liberum 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 Liberum
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 Liberum in the event that either
the Company and/or Liberum have incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Liberum for
itself and on behalf of the Company and are irrevocable.
Liberum is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing or any other matters referred to in
this Announcement, and Liberum 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.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Liberum 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 Liberum may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Liberum, any money held in an account with Liberum on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the FSMA.
Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence
this money will not be segregated from Liberum's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOERMMMTMBJBTJP
(END) Dow Jones Newswires
July 11, 2018 02:01 ET (06:01 GMT)
Ilika (LSE:IKA)
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From Apr 2024 to May 2024
Ilika (LSE:IKA)
Historical Stock Chart
From May 2023 to May 2024