TIDMIMM
RNS Number : 8296U
Immupharma PLC
03 August 2022
3 August 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN. IN ADDITION, MARKET SOUNDINGS WERE TAKEN
IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
ImmuPharma PLC
("ImmuPharma" or the "Company")
Subscription and Placing to raise c GBP1.1 million; Sharing
Agreement;
to progress product portfolio
Broker Option to raise up to GBP1.3m
Related Party Transactions
ImmuPharma PLC (LSE AIM: IMM), the specialist drug discovery and
development company, is pleased to announce a subscription and a
placing to raise c GBP1.1 million (the "Subscription" and
"Placing") through the issue of 21,818,182 new ordinary shares of 1
pence each in the Company ("Ordinary Shares") at a price of 5 pence
per Ordinary Share ("Issue Price") utilising existing authorities
to allot shares. The Company has also entered into a sharing
agreement ("Sharing Agreement") with finance provider and current
9.85% shareholder, Lanstead Capital Investors L.P.
("Lanstead").
Highlights
-- Subscription for 20,000,000 new Ordinary Shares (the
"Lanstead Subscription Shares") by Lanstead at an issue price of 5
pence per Subscription Share to raise GBP1.0 million (the "Lanstead
Subscription").
-- Placing of 1,818,182 new Ordinary Shares ("Placing Shares")
to raise GBP0.09 million (the "Placing").
-- A Broker Option to raise up to a maximum additional GBP1.3
million. The Broker Option has been granted in favour of Stanford
Capital Partners LLP ("SCP") who have acted as brokers in respect
of the Placing. The Broker Option will allow qualifying investors
to invest in Ordinary Shares ("Broker Option Shares") on the same
terms as the Placing. Further details of the Broker Option are set
out below.
-- Certain of the Company's Directors ("Directors") have
indicated an intention to place orders for Broker Option Shares
with an aggregate value of up to GBP100,000 via the Broker
Option.
-- The Issue Price of 5 pence represents a 21.38 per cent.
discount to the closing mid-market price (of 6.36p pence) of the
Ordinary Shares on 2 August 2022, the latest business date prior to
the announcement of the Subscription and Placing.
-- The GBP1 million gross proceeds of the Lanstead Subscription
will be pledged by the Company pursuant to a Sharing Agreement with
Lanstead ("Sharing Agreement", and together with the Lanstead
Subscription, "the Lanstead Agreements"). The Sharing Agreement,
details of which are set out below, entitles the Company to receive
back those proceeds on a pro rata monthly basis over a period of 24
months, subject to adjustment upwards or downwards each month
depending on the Company's share price at the time. The monthly
settlement amounts for the Sharing Agreement are structured to
commence one month (or earlier by agreement with Lanstead)
following Admission. The Sharing Agreement provides the opportunity
for the Company to benefit from positive future share price
performance.
-- The proceeds of the Subscription, the Placing, the Broker
Option and Sharing Agreement, will be used primarily to fund:
-- Investment into the Company's R&D pipeline;
-- General working capital; and
-- Cash expenses associated with the Subscription, Placing and Sharing Agreement of c.GBP0.1m.
Commenting on the fundraising, Tim McCarthy, Chairman and CEO of
ImmuPharma, said:
"We are entering a transitional period for ImmuPharma, as we
await final guidance from the FDA, prior to commencing the new
international Phase 3 clinical trial of Lupuzor(TM) with our
partner, Avion Pharmaceuticals. In addition to this, as a team, we
remain committed to reaching other key milestones over the next
period. This includes concluding the licensing of Lupuzor(TM) in
key territories outside of the US; progressing our further
late-stage P140 asset, CIDP, where we are now gaining interest from
potential partners to expedite this program and moving forward our
earlier stage assets including BioAMB, within our anti-infective
portfolio.
I would like to thank Lanstead, our largest shareholder, for
their involvement in this fundraising, which will allow us to
further invest in our product portfolio. Moving forward we remain
focused on creating a robust and successful Company that, with a
diversity of assets, will build future value for our
shareholders."
Investor Meet Company Presentation 12.00pm (BST) Thursday 4
August 2022
ImmuPharma confirms that it will give a live investor
presentation via the Investor Meet Company platform on 4 August
2022 at 12:00pm BST.
The presentation is open to all existing and potential
shareholders. Questions can be submitted pre-event via your
Investor Meet Company dashboard up until 9am the day before the
meeting or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add
to meet ImmuPharma via:
https://www.investormeetcompany.com/immupharma-plc/register-investor
Investors who already follow ImmuPharma through the Investor
Meet Company platform, will automatically be invited.
Further information on the Lanstead Subscription
Pursuant to the subscription agreement between the Company and
Lanstead (the "Lanstead Subscription Agreement"), 20,000,000 new
Ordinary Shares have today been allotted and will be issued,
conditional upon Admission, to Lanstead at 5 pence per Lanstead
Subscription Share for an aggregate subscription value of GBP1.0
million.
The Lanstead Subscription proceeds of GBP1.0 million will
immediately following Admission be pledged to Lanstead under the
Sharing Agreement under which Lanstead will then make, subject to
the terms and conditions of that Sharing Agreement, monthly
settlements (subject to adjustment upwards or downwards) to the
Company over 24 months, as detailed below. As a result of entering
into the Sharing Agreement, the aggregate amount received by the
Company under the Lanstead Subscription and the Sharing Agreement
may be more or less than GBP1.0 million, as further explained
below. Notwithstanding the Subscription Price of 5 pence,
shareholders should note that the share price of the Company needs
to be on average over the 24 months of the Sharing Agreement at or
above the Benchmark Price of 6.6667 pence per share for the Company
to receive at least, or more than, the gross Subscription of GBP1.0
million.
The Lanstead Subscription Shares will be issued credited as
fully paid and will rank pari passu in all respects with the
Company's existing issued Ordinary Shares.
The Lanstead Subscription is conditional, inter alia , on
admission of the Lanstead Subscription Shares to trading on AIM,
and there being: (i) no breach of certain customary warranties
given by the Company to Lanstead at any time prior to Admission
(which is expected on or around 17 August 2022); and (ii) no force
majeure event occurring prior to Admission.
The Sharing Agreement
In addition to the Lanstead Subscription, the Company has
entered into the Sharing Agreement, pursuant to which ImmuPharma
will pledge the GBP1.0 million gross proceeds of the Lanstead
Subscription to Lanstead. The Sharing Agreement will enable the
Company to share in any share price appreciation over the Benchmark
Price (as defined below). However, if the Company's share price is
less than the Benchmark Price then the amount received by the
Company under the Sharing Agreement will be less than the gross
proceeds of the Lanstead Subscription which were pledged by the
Company to Lanstead at the outset.
The Sharing Agreement provides that the Company will receive 24
monthly settlement amounts (23 months of GBP41,667.67 and the final
month of GBP41,666.59 ) as measured against a benchmark share price
of 6.6667 pence per Ordinary Share (the "Benchmark Price"). The
monthly settlement amounts for the Sharing Agreement are structured
to commence approximately one month (or earlier by agreement with
Lanstead) following Admission.
If the measured share price (the "Measured Price"), calculated
as the average of each day's volume weighted share price ("VWAP")
of the Company's Ordinary Shares over a 20 day period prior to the
monthly settlement date, exceeds the Benchmark Price, the Company
will receive more than 100 per cent. of that monthly settlement due
on a pro rata basis according to the excess of the Measured Price
over the Benchmark Price. There is no upper limit placed on the
additional proceeds receivable by the Company as part of the
monthly settlements and the amount available in subsequent months
is not affected. Should the Measured Price be below the Benchmark
Price, the Company will receive less than 100 per cent. of the
monthly settlement calculated on a pro rata basis and the Company
will not be entitled to receive the shortfall at any later date. As
such, the final determination of the total amounts to be received
under the Sharing Agreement will only be known after the 24 months
have elapsed.
For example, if on a monthly settlement date the calculated
Measured Price exceeds the Benchmark Price by 10 per cent., the
settlement on that monthly settlement date will be 110 per cent. of
the amount due from Lanstead on that date. If on the monthly
settlement date the calculated Measured Price is below the
Benchmark Price by 10 per cent., the settlement on the monthly
settlement date will be 90 per cent. of the amount due on that
date. Each settlement as so calculated will be in final settlement
of Lanstead's obligation on that settlement date.
Assuming the Measured Price equals the Benchmark Price on the
date of each and every monthly settlement, ImmuPharma would receive
aggregate proceeds of GBP1.0 million (before expenses) from the
Lanstead Subscription and Sharing Agreement. Examples of the
proceeds from the Sharing Agreement to be received each month,
based upon varying levels of average share price in the month, are
shown in the Appendix to this announcement.
The Company will pay Lanstead's legal costs of c.GBP15,000
incurred in connection with the Lanstead Subscription and in
entering into the Sharing Agreement and, in addition, has agreed to
issue to Lanstead 1,400,000 new Ordinary Shares ("Value Payment
Shares") in connection with entering into the Sharing
Agreement.
In no event will fluctuations in the Company's share price
result in any increase in the number of Lanstead Subscription
Shares issued by the Company or received by Lanstead. The Sharing
Agreement allows both Lanstead and the Company to benefit from
future share price appreciation.
In total, Lanstead will be issued with 20,000,000 new Ordinary
Shares pursuant to the Lanstead Subscription which, when issued,
will equate (together with the 1,400,000 Value Payment Shares) to
approximately 6.94 per cent. of the Company's enlarged issued share
capital following the Subscription and the Placing (and 6.40 per
cent. if the Broker Option is fully subscribed).
No shares, warrants or additional fees are owed to Lanstead at
any point during this agreement other than those disclosed
above.
Following Admission Lanstead will have a holding of 49,472,486
shares which will represent between 14.80 per cent. and 16.05 per
cent. of the Company's enlarged share capital (dependent on the
take up of shares in the Broker Option).
The Sharing Agreement is similar in structure to those
undertaken by the Company with Lanstead in February 2016, June
2019, March 2020 and December 2021 respectively. The first three of
these arrangements have completed their settlement periods. The
February 2016 agreement yielded a net gain to ImmuPharma of
approximately GBP0.6 million more than originally subscribed by
Lanstead. The June 2019 agreement yielded approximately GBP0.9
million less than originally subscribed by Lanstead. The March 2020
agreement yielded approximately GBP1.0 million less than originally
subscribed by Lanstead. The fourth arrangement runs to February
2024 and is currently yielding approximately GBP0.3 million less
than the pro rata amount originally subscribed by Lanstead on
cumulative settlements to date.
The February 2016 agreement yielded a net gain due to the share
price appreciation during its duration, which coincided with the
progression of Lupuzor(TM) through its first Phase 3 clinical
trial. The subsequent agreements have all coincided with a
prolonged period of share price underperformance primarily due to
delays in the commencement of the new international Phase 3
clinical trial for Lupuzor(TM). With the anticipation of the
imminent commencement of the new Phase 3 clinical trial and other
positive newsflow from the product portfolio, the Directors have an
expectation that this new Lanstead agreement will yield a net
gain.
The Directors believe that the Sharing Agreement potentially
provides a number of benefits to the Company and its shareholders
including: the certainty of additional investment, albeit the
quantum of returns under the agreement is dependent on the
Company's share price; the opportunity to benefit from positive
future share price performance; and that the amount of shares
issued is fixed, together with the cost of their issue.
Impact of the current fundraising on the L1/Lind arrangement
On 11 June 2020 the Company announced it had entered into
funding agreements ("Funding Agreements") with two specialist US
healthcare investors L1 Capital Global Opportunities Master Fund
("L1") and Lind Global Macro Fund LP, managed by The Lind Partners,
LLC ("Lind") for a total investment of up to US$6.30 million
(GBP4.94 million) comprising an issue of unsecured convertible
securities ("Securities") and associated options ("Options"). These
Securities have now either been converted or redeemed as set out in
notifications issued on 9 September 2020, 10 September 2020, 22
September 2020, 23 November 2020, 24 November 2020 and 20 December
2021.
There remain outstanding 25,640,254 Options in the Company, held
equally by L1 and Lind, which may be exercised at any time up to 10
June 2023, with an exercise price of 11 pence.
However, as the price at which shares are to be issued in the
current fundraising is less than 11 pence, (the exercise price of
the Options) the number of Options and the exercise price of
Options held by L1 and Lind fall to be varied. The effect of the
current fundraising is to amend the exercise price from 11 pence to
5 pence and to increase the number of Options held by L1 and Lind
from 25,640,254 to 56,408,558.
Impact of the current fundraising on the December 2021 Lanstead
Agreements
As announced on 20 December 2021, the Company entered, inter
alia, into a Subscription Agreement and Sharing Agreement with
Lanstead ("the 2021 Subscription Agreement", "the 2021 Sharing
Agreement"; together the 2021 Lanstead Agreements").
The mechanism for the monthly amounts remitted back to the
Company under the 2021 Sharing Agreement is similar to the current
Sharing Agreement set out above, with the monthly amounts
calculated based on the ratio of the Measured Price to the
Benchmark Price.
However, given the changes to the terms of the Options held by
L1 and Lind required by the Funding Agreements, as the Issue Price
of the shares in the current fundraising is less than 11 pence,
under the 2021 Sharing Agreement the Benchmark Price in relation to
the 2021 Sharing Agreement would automatically increase by 50 per
cent. from 14.6667 pence to 22 pence.
This would have the effect of reducing the amounts received by
the Company for the remaining 19 months of the 2021 Sharing
Agreement by GBP870,829.
However, the Company and Lanstead have agreed that Lanstead will
forego this entitlement (and leave the Benchmark Price used in
calculation of the monthly payments for the 2021 Sharing Agreement
at 14.6667 pence). Lanstead will be issued with 30,000,000 warrants
("2022 Warrants") with an exercise price of 5.5 pence per share in
return for foregoing this entitlement. These warrants will have an
expiry date 10 years from the date of Admission. The 2022 Warrants
will not be admitted to trading on AIM.
Placing
In parallel, a further longstanding institutional shareholder in
ImmuPharma was approached to gauge their interest in participating
in the current funding round. They too indicated their agreement in
participating alongside Lanstead.
In connection with the Placing, the Company has today entered
into the Placing Agreement with SCP and SPARK ("Placing Agreement")
pursuant to which SCP has agreed, in accordance with its terms, to
use reasonable endeavours to procure subscribers for the Placing
Shares. The Placing is not underwritten.
The Placing Agreement contains certain customary warranties
given by the Company concerning the accuracy of information given
in this announcement in respect of the Placing as well as other
matters relating to the Group and its business. The Placing
Agreement is terminable by SCP and SPARK Advisory Partners Limited
("SPARK") in certain customary circumstances up until the time of
Admission, including, inter alia, should there be a breach of a
warranty contained in the Placing Agreement which in the opinion of
SPARK and SCP (acting in good faith) is material in the context of
the Placing or a force majeure event takes place. The Company has
also agreed to indemnify SCP and SPARK against all losses, damages,
costs, charges and properly incurred expenses which SCP and SPARK
may suffer or incur as a result of, occasioned by or attributable
to the carrying out of its duties under the Placing Agreement.
1,818,182 Placing Shares will be issued to raise GBP0.09
million.
The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Company's existing
issued Ordinary Shares.
The Placing is conditional, among other things, upon Admission
to trading on AIM (which is expected to occur on or around 17
August 2022 becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
Broker Option
Structure
The Directors gave careful consideration as to the structure of
the fundraising and concluded that the Lanstead Subscription,
Placing and Broker Option, having consulted with its brokers, was
the most suitable option available to the Company and its
shareholders at this time.
The Company has granted an option to SCP to deal with additional
demand from qualifying investors received during the period of up
to 5 trading days following the release of this announcement (the
"Broker Option"). To participate in the Broker Option, qualifying
investors should communicate their interest to SCP via their
independent financial adviser, stockbroker or other firm authorised
by the Financial Conduct Authority (all of whom will be required to
confirm to SCP that their client is a qualifying investor), as SCP
cannot take direct orders from individual private investors. SCP
should be contacted by telephone on 020 3650 3651 or 020 3650 3652
The Broker Option is designed to enable all shareholders in the
Company and other investors to participate in the fundraising.
SCP may choose not to accept bids and/or to accept bids, either
in whole or in part, on the basis of allocations determined at
their discretion (after consultation with the Company) and may
scale down any bids for this purpose on such basis as SCP may
determine. A separate announcement will be made regarding the
results of the Broker Option.
Any Ordinary Shares issued pursuant to the exercise of the
Broker Option ("Broker Option Shares") will be issued on the same
terms and conditions as the Placing Shares. The Broker Option may
be exercised by SCP, following consultation with the Company, but
there is no obligation on SCP to exercise the Broker Option or to
seek to procure subscribers for Broker Option Shares pursuant to
the Broker Option. The maximum number of Broker Option Shares that
may be issued pursuant to the exercise of the Broker Option is
26,000,000.
The Broker Option Shares are not being made available to the
public, and none of the Broker Option Shares are being offered or
sold in any jurisdiction where it would be unlawful to do so. No
Prospectus will be issued in connection with the Broker Option.
If the Broker Option is exercised for the maximum amount of
GBP1.3 million, settlement for the Broker Option Shares and
admission of the Broker Option Shares to trading on AIM is expected
to take place on Admission (which is expected on or around 17
August 2022). Assuming the Broker Option is fully subscribed, the
Lanstead Subscription, (including the Lanstead Value Payment
Shares), the Placing and the Broker Option combined would result in
the issue, in aggregate, of 49,218,182 new Ordinary Shares,
representing approximately 14.7 per cent of the Company's issued
ordinary share capital as enlarged by the Lanstead Subscription
(including the Lanstead Value Payment shares), the Placing and the
Broker Option.
Certain of the directors (Mr Tim McCarthy, Dr Tim Franklin and
Lisa Baderoon) have indicated that they intend to apply to
subscribe GBP60,000, GBP20,000 and GBP20,000 respectively in the
Broker Option.
The number of Broker Option Shares to be allotted is expected to
be notified on or around 10 August 2022.
Future Funding requirements
The Directors are confident that the fundraising, together with
existing funding and funding arrangements, will provide the Company
with sufficient working capital for at least the next 12
months.
This belief is based on assumptions, which include the Board's
estimation of the likely level of receipts under (i) the 2021
Lanstead Agreements, and (ii) the current Lanstead Subscription and
Sharing Agreements (which are variable and depend upon the level of
the Company's Measured Price versus the Benchmark Price each
month); and the final level of demand for shares in the Broker
Option (which will not be finally determined until 10 August
2022.)
In the event that the Company receives less funds than expected
by the Directors, the Company will undertake measures to limit or
defer cash outflows from the business in the near term, (which
include the Directors deferring a proportion of their salaries)
until such time as the business is able to meet these payments, or
seek to introduce further funding to the business.
Conversely, in the event of share price performance in excess of
the assumptions made, the Company would receive a higher level of
cash receipts under the Lanstead Agreement and the 2021 Lanstead
Agreement. In addition, a higher share price would increase the
likelihood of the exercise of outstanding Options and warrants,
which would result in further cash receipts for the Company, though
there is no guarantee this will occur.
Related Party Transactions
Lanstead is interested in 28,072,486 Ordinary Shares
(representing 9.85 per cent. of the current issued share capital).
Until 22 June 2022 Lanstead was a substantial shareholder in the
Company, therefore (i) the participation by Lanstead in the
Lanstead Subscription and Sharing Agreement, and (ii) the issue of
the 2022 Warrants to Lanstead constitute related party transactions
under the AIM Rules for Companies.
(i) Lanstead Subscription and Sharing Agreement
The Directors (all of whom are independent of Lanstead), having
consulted with SPARK, the Company's nominated adviser, consider
that the terms of the Lanstead Subscription and the Lanstead
Sharing Agreement are fair and reasonable insofar as the Company's
shareholders are concerned.
(ii) Issue of 30 million Warrants to Lanstead
The Directors (all of whom are independent of Lanstead), having
consulted with SPARK, the Company's nominated adviser, consider
that the terms of the issue of the 2022 Warrants to Lanstead are
fair and reasonable insofar as the Company's shareholders are
concerned.
Other Share and Warrant Issues
The Company will issue 200,000 new Ordinary Shares (" Fee Shares
") at an issue price of 5 pence per share to SPARK in lieu of fees.
The Fee Shares will be issued credited as fully paid and will rank
pari passu in all respects with the Company's existing issued
Ordinary Shares.
2,000,000 warrants with an exercise price of 5 pence will be
issued to SCP in lieu of fees. Further warrants in lieu of fees may
be issued as part of the Broker Option.
Application for admission to trading on AIM, and expected date
of Admission
Application will be made for the the Lanstead Subscription
Shares, the Placing Shares, the Broker Option Shares, the Value
Payment Shares and the Fee Shares to be admitted to trading on the
AIM market of the London Stock Exchange. It is anticipated that
Admission to AIM will occur at 8.00 a,m, on or around 17 August
2022 (assuming the Broker Option remains open until Wednesday 10
August 2022).
Authority to allot shares
The allotment of the Lanstead Subscription Shares, the Placing
Shares, the Broker Option Shares, the Value Payment Shares and the
Fee Shares is being made pursuant to existing authorities to allot
shares and other relevant securities and to disapply pre-emption
rights under section 551 of the Companies Act 2006, which the
Directors were given at the Company's Annual General Meeting held
on 28 June 2022.
About Lanstead
Lanstead is a global investment firm that provides funding for
ongoing business objectives to listed small and mid-cap growth
companies. In London, Lanstead focus on equity investments in
companies already listed or quoted on the London Stock Exchange or
European exchanges and on management teams with a clear growth
strategy.
Lanstead's extensive experience allows it to invest in most
industries, focusing on providing supportive, longer term capital
that rewards company growth. Companies with Lanstead on the
shareholder register via an equity placement to Lanstead with an
accompanying sharing agreement can benefit from a unique and
flexible approach to finance growth. This provides the opportunity
for companies to benefit from additional cash beyond the original
placing proceeds without having to issue additional shares.
Further information is available at www.Lanstead.com
Appendix - example of Lanstead Sharing Agreement
In relation to each of the months in the 24 month calculation
period:
Average 20 Day VWAP 5.0p 6.6667p 8.3333p
Benchmark Price 6.6667p 6.6667p
6.6667p
20 day VWAP as % of Benchmark Price 75% 100%
125%
Settlement from Lanstead in the month GBP31,250 GBP41,667
GBP 52,083
Proceeds over 24 month period
if Average 20 Day VWAP is at this level
for the entire period GBP0.75 m GBP 1.0 m GBP1.25 m
For further information please contact:
ImmuPharma PLC ( www.immupharma.com )
Tim McCarthy, Chief Executive Officer &
Chairman + 44 (0) 207 152 4080
Lisa Baderoon, Head of Investor Relations
& Non-Executive Director + 44 (0) 7721 413496
SPARK Advisory Partners Limited (NOMAD) +44 (0) 203 36 8 3550
Neil Baldwin
Stanford Capital Partners (Joint Broker) +44 20 3650 3650
Patrick Claridge
John Howes
Bob Pountney
SI Capital (Joint Broker)
Nick Emerson +44 (0) 1483 413500
Notes to Editors
About ImmuPharma PLC
ImmuPharma PLC (LSE AIM: IMM) is a specialty biopharmaceutical
company that discovers and develops peptide-based therapeutics. The
Company's portfolio includes novel peptide therapeutics for
autoimmune diseases, metabolic diseases, anti-infectives and
cancer. The lead program, Lupuzor(TM), is a first-in class
autophagy immunomodulator which is in Phase 3 for the treatment of
lupus and preclinical analysis suggest therapeutic activity for
many other autoimmune diseases that share the same autophagy
mechanism of action. ImmuPharma and Alora Pharmaceuticals signed on
28 November 2019, an exclusive licence and development agreement
and trademark agreement for Lupuzor(TM) to fund a new international
Phase 3 trial for Lupuzor(TM) and commercialise in the US.
For additional information about ImmuPharma please visit
www.immupharma.co.uk
ImmuPharma's LEI (Legal Entity Identifier) code:
213800VZKGHXC7VUS895.
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
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 " ) (WHICH
IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE " EEA " ),
'QUALIFIED INVESTORS' AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129, AS AMED FROM TIME TO TIME (THE " EU PROSPECTUS
REGULATION " ); (B) IF IN THE UNITED KINGDOM, 'QUALIFIED INVESTORS'
AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE " UK PROSPECTUS REGULATION " ) AND WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 AS AMED (THE " ORDER " ) OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER, (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED OR (D) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B),
(C) AND (D) 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 THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the " US
Securities Act " ) or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold, transferred or delivered, directly or indirectly, in
or into the United States except pursuant to an applicable
exemption from the registration requirements of the US Securities
Act and in compliance with the securities laws of any state or
other jurisdiction of the United States. There will be no public
offer of the securities mentioned herein in the United States.
This Announcement 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, Japan, New Zealand, the Republic
of South Africa or any other jurisdiction in which such release
publication or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of a subscription for New
Ordinary Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the New Ordinary Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
Stanford Capital or any of their respective affiliates, agents
directors, officers or employees that would permit an offer of the
New Ordinary Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such New Ordinary Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Stanford Capital
to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the New Ordinary Shares is being
made in any such jurisdiction.
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, the Japanese Ministry of Finance or the Financial
Markets Authority in New Zealand; 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 New Ordinary Shares and the New Ordinary Shares
have not been, nor will they be registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, New Zealand or the Republic
of South Africa. Accordingly, the New Ordinary 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, Japan, New Zealand or the
Republic of South Africa or any other jurisdiction outside the
EEA.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation 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 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 New Ordinary 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 New Ordinary Shares that are
allocated to it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any New Ordinary Shares pursuant to the Placing:
(a) it is a 'Qualified Investor' within the meaning of Article
2(e) of the UK Prospectus Regulation;
(b) if it is not a 'Qualified Investor' within the meaning of
Article 2(e) of the UK Prospectus Regulation, its participation in
the Placing has been specifically agreed with Stanford Capital in
writing;
(c) in the case of any New Ordinary Shares acquired by it as a
'financial intermediary', as that term is used in Article 5(1) of
the UK Prospectus Regulation:-
(i) the New Ordinary Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in the United Kingdom
other than 'Qualified Investors' (within the meaning of Article
2(e) of the UK Prospectus Regulation) or in circumstances in which
the prior consent of Stanford Capital have been given to the offer
or resale;
(ii) where New Ordinary Shares have been acquired by it on
behalf of persons in the United Kingdom other than 'Qualified
Investors' (within the meaning of Article 2(e) of the UK Prospectus
Regulation), the offer of those New Ordinary Shares to it is not
treated under the UK Prospectus Regulation as having been made to
such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each, a " Relevant Member State " ) who acquires any New Ordinary
Shares pursuant to the Placing:
(a) it is a 'Qualified Investor' within the meaning of Article
2(e) of the EU Prospectus Regulation;
(b) if it is not a 'Qualified Investor' within the meaning of
Article 2(e) of the EU Prospectus Regulation, its participation in
the Placing has been specifically agreed with Stanford Capital in
writing;
(c) in the case of any New Ordinary Shares acquired by it as a
'financial intermediary', as that term is used in Article 5(1) of
the EU Prospectus Regulation:-
(i) the New Ordinary 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' (within the meaning of
Article 2(e) of the EU Prospectus Regulation) or in circumstances
in which the prior consent of Stanford Capital have been given to
the offer or resale;
(ii) where New Ordinary Shares have been acquired by it on
behalf of persons in any Relevant Member State other than
'Qualified Investors' (within the meaning of Article 2(e) of the EU
Prospectus Regulation), the offer of those New Ordinary Shares to
it is not treated under the EU Prospectus Regulation as having been
made to such persons;
4. it is acquiring the New Ordinary Shares for its own account
or is acquiring the New Ordinary Shares for an account with respect
to which it has authority to exercise, and is exercising,
investment discretion and has the authority to make and does make
the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
5. 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;
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 4 above) is located outside the United States and is
acquiring the New Ordinary Shares in an 'offshore transaction' as
defined in, and in accordance with, Regulation S under the US
Securities Act ( " Regulation S " ); and
7. it has not offered, sold or delivered and will not offer to
sell or deliver any of the New Ordinary Shares to persons within
the United States, directly or indirectly; neither it, its
affiliates, nor any persons acting on its behalf, have engaged or
will engage in any directed selling efforts (as defined in
Regulation S) with respect to the New Ordinary Shares; and it is
not taking up the New Ordinary Shares for resale in or into the
United States.
No prospectus
The New Ordinary 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 New Ordinary Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company,
the New Ordinary Shares and the Placing based on the information
contained in this Announcementand any other information publicly
announced through a regulatory information service ( " RIS " ) 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 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
Stanford Capital or the Company or any other person and neither
Stanford Capital, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any responsibility or 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. Each Placee should consult its own attorney, tax advisor
and business advisor for legal, tax and business advice regarding
an investment in the New Ordinary Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the New Ordinary Shares
Stanford Capital has today entered into the Placing Agreement
with the Company and SPARK under which, on the terms and subject to
the conditions set out in the Placing Agreement, Stanford Capital,
as agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure placees for up to 1,818,182
Ordinary Shares (the " Placing Shares " ).
In addition, the Company has also granted the Broker Option to
Stanford Capital in order to enable Stanford Capital to deal with
additional demand under the Placing in the event that requests to
participate in the Placing from institutional investors and certain
other investors are received during the period from the date of
this Announcement up to 5.00 p.m. on 10 August 2022 (the "Broker
Option Shares").
The Broker Option is exercisable on more than one occasion at
any time prior to 5.00 p.m. on 10 August 2022. Any Broker Option
Shares issued pursuant to the exercise of the Broker Option will be
issued on the same terms and conditions as the Placing Shares. The
Broker Option may be exercised by Stanford Capital in its absolute
discretion, following consultation with the Company, but there is
no obligation on Stanford Capital to exercise the Broker Option or
to seek to procure subscribers for Ordinary Shares pursuant to the
Broker Option. The maximum number of new Broker Option Shares that
may be issued pursuant to the exercise of the Broker Option is
26,000,000.
Further details of the placing procedure and terms on which the
New Ordinary Shares are being offered are set out below.
The New Ordinary Shares will, when issued, be credited as fully
paid up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the New Ordinary Shares,
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Application for Admission to AIM
Application will be made to London Stock Exchange plc (the "
London Stock Exchange " ) for the admission of the New Ordinary
Shares to trading on AIM ( " Admission " ).
It is expected that Admission of the New Ordinary Shares will
occur at 8.00 a.m. on or around 17 August 2022 (or such later time
and/or date as Stanford Capital may agree with the Company) and
that dealings in the New Ordinary Shares on AIM will commence at
that time.
Participation in, and principal terms of, the Placing
1. Stanford Capital is arranging the Placing as Broker and
placing agent of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by Stanford Capital. Stanford Capital may itself
agree to be a Placee in respect of all or some of the New Ordinary
Shares or may nominate any member of its group to do so.
2. The number of Placing Shares will be agreed by Stanford
Capital (in consultation with the Company). The number of Placing
Shares to be issued will be announced on an RIS at the appropriate
time.
3. To participate in the Placing, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Stanford Capital. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Issue Price. Stanford Capital reserves the
right not to accept bids or to accept bids in part rather than in
whole. The acceptance of the bids will be at Stanford Capital's
absolute discretion, subject to agreement with the Company.
4. Allocations of the Placing Shares will be determined by
Stanford Capital after consultation with the Company (the proposed
allocations having been supplied by Stanford Capital to the Company
in advance of such consultation). Allocations in respect of Placing
Shares will be confirmed orally by Stanford Capital and a contract
note will be dispatched as soon as possible thereafter. A Broker's
oral confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of Stanford Capital and the Company, on the
terms and conditions set out herein and in accordance with the
Company's articles of association to subscribe for such number of
Placing Shares as are confirmed by Stanford Capital and to pay in
cleared funds an amount equal to the number of Placing Shares for
which such Placee has agreed to subscribe. Except with Stanford
Capital's consent, such commitment will not be capable of variation
or revocation after the time at which it is submitted.
5. As set out above, each Placee's allocation and commitment
will be evidenced by a contract note issued to such Placee by
Stanford Capital. The terms of this Appendix will be deemed
incorporated in that contract note.
6. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under the heading 'Registration and Settlement'.
7. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred
to below under the heading 'Conditions of the Placing' and to the
Placing not being terminated on the basis referred to below under
'Right to terminate under the Placing Agreement'.
8. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
9. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Stanford Capital, nor the Company nor
SPARK, nor any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Stanford Capital, nor
the Company nor SPARK, nor any of their respective affiliates,
agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of Stanford Capital's conduct
of the Placing or of such alternative method of effecting the
Placing as Stanford Capital and the Company and/or SPARK may
determine.
10. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Stanford Capital's conduct of the
Placing.
11. All times and dates in this Announcement may be subject to
amendment. Stanford Capital shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Stanford Capital's obligations under the Placing Agreement
are conditional on customary conditions including (amongst others)
(the " Conditions " ):
1. the Company having complied with all of its obligations under
the Placing Agreement to the extent that such obligations fall to
be performed before Admission;
4. none of the warranties contained in the Placing Agreement
(the "Warranties") being or having become untrue, inaccurate or
misleading in any material respect at any time before the Placing
Agreement would otherwise become unconditional and no fact, matter
or circumstance having arisen which would render any such
warranties untrue, inaccurate or misleading at any time (by
reference to facts, matters and circumstances subsisting from time
to time);
3. Admission occurring no later than 8.00 a.m. on 17 August 2022
(or such later time and/or date, not being later than 3.00 p.m. on
31 August 2022, as Stanford Capital and/or SPARK may otherwise
agree with the Company).
Stanford Capital and/or SPARK may, at their discretion and upon
such terms as they think fit, waive compliance by the Company with
the whole or any part of certain of the Company's obligations in
relation to the Conditions or extend the time or date provided for
fulfilment of certain such Conditions in respect of all or any part
of the performance thereof. The conditions in the Placing Agreement
relating to (amongst other things) Admission taking place may not
be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by Stanford Capital and/or SPARK by the relevant
time or date specified (or such later time or date as the Company
and Stanford Capital/SPARK may agree); or (ii) the Placing
Agreement is terminated in the circumstances specified below under
'Right to terminate under the Placing Agreement', the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the New Ordinary Shares shall cease and terminate at
such time and each Placee agrees that no claim can be made by it or
on its behalf (or any person on whose behalf the Placee is acting)
in respect thereof.
Neither Stanford Capital, nor the Company nor SPARK, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they 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 they 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
Stanford Capital.
Right to terminate under the Placing Agreement
Each of Stanford Capital and SPARK is entitled, at any time
before Admission, to terminate its obligations under the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if at any time before Admission:-
1. there occurs any material adverse change in the financial
markets in the United States, the United Kingdom, any member of the
European Union or the international financial markets, any outbreak
of hostilities or escalation of hostilities or of any other
calamity or crisis (including a significant worsening in the UK in
the spread or rate of infection of, or deaths directly due to, the
COVID-19 coronavirus pandemic) or any change or development
involving a prospective change in, national or international
political, financial or economic conditions, taxation, or currency
exchange controls, in each case the effect of which is such as to
make it, in the opinion of SPARK and/or Stanford Capital (acting in
good faith), impracticable or inadvisable to proceed with the
Fundraising in the manner contemplated in this agreement or
Admission;
2. there occurs a suspension of trading in securities generally
on the London Stock Exchange or New York Stock Exchange is
materially disrupted or minimum or maximum prices have been
established on any such exchange;
3. there occurs a declaration of a banking moratorium in London
or by the US federal or New York State authorities or the European
Central Bank or any material disruption to commercial banking or
securities settlement or clearance services in the US or the
UK;
4. there has, in the opinion of Stanford Capital (acting in good
faith) been a breach of any of the Warranties or any other
obligations on the part of the Company under this agreement which
it considers is material in the context of the Placing and/or
Admission; or
5. any of the Conditions shall have become incapable of
fulfilment before 3.00p.m. on 31 August 2022 and has not been
waived as provided in the Placing Agreement; or
6. it comes to the notice of Stanford Capital that any statement
contained in this Announcement is or has become untrue, incorrect
or misleading which Stanford Capital considers to be material in
the context of the Placing and/or Admission or that matters have
arisen which would, if this Announcement were published at that
time, constitute an omission therefrom which Stanford Capital
considers to be material in the context of the Fundraising and/or
Admission, and such matter may not, in the opinion of Stanford
Capital, be addressed by the publication of a further document or
the making of an announcement.
Upon termination, Stanford Capital shall be released and
discharged (except for any liability arising before or in relation
to such termination) from its obligations under or pursuant to the
Placing Agreement, subject to certain exceptions. If either
Stanford Capital or SPARK terminates its obligations under the
Placing Agreement, then the Placing Agreement shall cease and
terminate and the Placing will not proceed.
By participating in the Placing, each Placee agrees that (i) the
exercise by Stanford Capital or SPARK of any right of termination
or of any other discretion under the Placing Agreement shall be
within the absolute discretion of Stanford Capital or SPARK (as
appropriate) and that it need not make any reference to, or consult
with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to so
exercise and (ii) its rights and obligations terminate only in the
circumstances described above under the heading 'Right to terminate
under the Placing Agreement' and the heading 'Conditions of the
Placing', and its participation will not be capable of rescission
or termination by it after oral confirmation by Stanford Capital of
the allocation and commitments following the close of the
Placing.
Placing Procedure
Placees shall acquire the New Ordinary Shares to be issued
pursuant to the Placing and any allocation of the New Ordinary
Shares to be issued pursuant to the Placing will be notified to
them in line with the principles for allocation and the objectives
agreed between the Company and Stanford Capital.
Payment in full for any New Ordinary Shares allocated in respect
of the Placing at the Issue Price must be made by such date and
time as Stanford Capital shall notify to each Placee. Stanford
Capital will notify Placees if any of the dates in these terms and
conditions should change, including as a result of delay of
Admission or otherwise.
Registration and Settlement
Settlement of transactions in the New Ordinary Shares (ISIN:
GB0033711010) following Admission will take place within the system
administered by Euroclear UK & International Limited ( " CREST
" ), subject to certain exceptions. Stanford Capital reserves the
right to require settlement for, and delivery of, the New Ordinary
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
, Each Placee to be allocated New Ordinary Shares in the Placing
will be sent a contract note in accordance with the standing
arrangements in place with Stanford Capital stating the number of
New Ordinary Shares allocated to them at the Issue Price, the
aggregate amount owed by such Placee to Stanford Capital and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement
instructions in respect of the New Ordinary Shares that it has in
place with Stanford Capital.
The Company will deliver the New Ordinary Shares to a CREST
account operated by Stanford Capital as agent for the Company and
Stanford Capital will enter its delivery instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant New Ordinary
Shares to that Placee against payment.
It is anticipated that settlement in respect of the New Ordinary
Shares will take place promptly following Admission on a delivery
versus payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the London
Interbank Offered Rate ( " LIBOR ") as determined by Stanford
Capital.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Stanford Capital may sell any or all of the New
Ordinary Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for Stanford Capital's account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
will be required to bear any stamp duty or stamp duty reserve tax
or other taxes or duties (together with any interest or penalties)
imposed in any jurisdiction which may arise upon the sale of such
New Ordinary Shares on such Placee's behalf.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as New Ordinary Shares are issued 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 New Ordinary Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (including any interest and penalties relating thereto) is
payable in respect of the allocation, allotment, issue, sale,
transfer or delivery of the New Ordinary Shares (or, for the
avoidance of doubt, if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer New Ordinary Shares), neither Stanford Capital nor the
Company shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Stanford Capital (in its capacity as Broker and placing agent
of the Company in respect of the Placing) and the Company, in each
case as a fundamental term of their application for New Ordinary
Shares, the following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for New Ordinary Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and 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 the
Placing, the Company, the New Ordinary Shares or otherwise other
than the information contained in this Announcement and the
Publicly Available Information;
2. the person whom it specifies for registration as holder of
the New Ordinary Shares will be (a) itself or (b) its nominee, as
the case may be. Neither Stanford Capital nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ( " Indemnified
Taxes " ). Each Placee and any person acting on behalf of such
Placee agrees to indemnify the Company and Stanford Capital on an
after-tax basis in respect of any Indemnified Taxes;
3. neither Stanford Capital nor any of its affiliates, agents,
directors, officers and employees accept any responsibility for any
acts or omissions of the Company or any of the directors of the
Company or any other person (other than Stanford Capital) in
connection with the Placing;
4. time is of the essence as regards its obligations under this Announcement;
5. 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 Stanford Capital;
No distribution of Announcement
6. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
7. no prospectus or other offering document is required under
the UK Prospectus Regulation or the EU Prospectus Regulation, nor
will one be prepared in connection with the Placing or the New
Ordinary Shares and it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the New Ordinary Shares;
Purchases by Broker for its own account
8. in connection with the Placing, Stanford Capital and any of
its affiliates acting as an investor for its own account may
subscribe for New Ordinary Shares in the Company and in that
capacity may retain, purchase or sell for its own account such New
Ordinary Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the New Ordinary
Shares being issued, offered or placed should be read as including
any issue, offering or placement of such shares in the Company to
Stanford Capital or any of its affiliates acting in such
capacity;
9. Stanford Capital and its affiliates may enter into financing
arrangements and swaps with investors in connection with which
Stanford Capital and any of its affiliates may from time to time
acquire, hold or dispose of such securities of the Company,
including the New Ordinary Shares;
10. Stanford Capital does not intend to disclose the extent of
any investment or transactions referred to in paragraphs 8 and 9
above otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of Stanford Capital
11. Stanford Capital does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
12. its participation in the Placing is on the basis that it is
not and will not be a client of Stanford Capital in connection with
its participation in the Placing and that Stanford Capital has no
duties or responsibilities to it for providing the protections
afforded to its respective clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its respective rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
No responsibility of Stanford Capital for information
13. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and neither Stanford Capital nor its
respective affiliates agents, directors, officers or employees nor
any person acting on behalf of any of them is responsible for or
has or shall have any responsibility or liability for any
information, representation or statement contained in, or omission
from, this Announcement, the Publicly Available Information or
otherwise 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,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
Reliance on information regarding the Placing
14.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for New Ordinary Shares is contained in this Announcement, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 14(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the New Ordinary
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Stanford Capital or the Company nor any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Placing) with respect to
the Company, the Placing or the New Ordinary Shares or the
accuracy, completeness or adequacy of any information contained in
this Announcement, or the Publicly Available Information or
otherwise;
(c) neither Stanford Capital, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, nor will
provide, it with any material or information regarding the New
Ordinary Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested Stanford Capital, the Company,
any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such material or information;
and
(d) neither Stanford Capital or the Company will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement,
provided that nothing in this paragraph 14 excludes the
liability of any person for fraudulent misrepresentation made by
that person;
Conducted own investigation and due diligence
15. it may not rely, and has not relied, on any investigation
that Stanford Capital, any of its affiliates or any person acting
on its behalf, may have conducted with respect to the New Ordinary
Shares, the terms of the Placing or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing, the New Ordinary Shares or the
accuracy, completeness or adequacy of the information in this
Announcement, the Publicly Available Information or any other
information;
16. in making any decision to subscribe for New Ordinary Shares it:-
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the New Ordinary Shares;
(b) will not look to Stanford Capital for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the New
Ordinary Shares;
(d) is able to sustain a complete loss of an investment in the New Ordinary Shares;
(e) has no need for liquidity with respect to its investment in the New Ordinary Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the New Ordinary
Shares; and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the New Ordinary
Shares and the terms of the Placing and has satisfied itself that
the information resulting from such investigation is still current
and relied on that investigation for the purposes of its decision
to participate in the Placing;
17. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for
Companies, 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;
Capacity and authority
18. it is subscribing for the New Ordinary Shares for its own
account or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) and will remain liable to the Company and/or Stanford
Capital for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person);
20. it and any person acting on its behalf is entitled to
subscribe for the New Ordinary Shares under the laws and
regulations of all relevant jurisdictions that apply to it and that
it has fully observed such laws and regulations, has capacity and
authority and is entitled to enter into and perform its obligations
as a subscriber of New Ordinary Shares and will honour such
obligations, and has obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary
formalities to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations and that it has not taken any action
or omitted to take any action which will or may result in Stanford
Capital, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing;
21. where it is subscribing for New Ordinary Shares for one or
more managed accounts, it is authorised in writing by each managed
account to subscribe for the New Ordinary Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of
Stanford Capital 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 New Ordinary Shares for which it agrees to subscribe for
upon the terms of this Announcement;
Excluded territories
23. the New Ordinary Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be
cleared in respect of any of the New Ordinary Shares under the
securities laws or legislation of the United States, Australia, New
Zealand, Canada, Japan or the Republic of South Africa, or any
state, province, territory or jurisdiction thereof;
24. the New Ordinary Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the
above jurisdictions or any jurisdiction (subject to certain
exceptions) in which it would be unlawful to do so and no action
has been or will be taken by any of the Company, Stanford Capital
or any person acting on behalf of the Company or Stanford Capital
that would, or is intended to, permit a public offer of the New
Ordinary Shares in the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any country or
jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
25. unless otherwise specifically agreed with Stanford Capital,
it is not and at the time the New Ordinary Shares are subscribed
for, neither it nor the beneficial owner of the New Ordinary Shares
will be, a resident of, nor have an address in, Australia, Japan,
New Zealand, the Republic of South Africa or any province or
territory of Canada;
26. it may be asked to disclose in writing or orally to Stanford Capital:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the New Ordinary Shares, is (i) located
outside the United States and is acquiring the New Ordinary Shares
in an 'offshore transaction' as defined in, and in accordance with,
Regulation S; (ii) has not been offered to purchase or subscribe
for New Ordinary Shares by means of any "directed selling efforts"
as defined in Regulation S;
28. it understands that the New Ordinary Shares have not been,
and will not be, registered under the US 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 US
Securities Act, or pursuant to an exemption from the registration
requirements of the US Securities Act and in accordance with
applicable state securities laws;
29. 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;
Compliance with selling restrictions, the EU Prospectus
Regulation and the UK Prospectus Regulation
30. if in the United Kingdom, it is a Relevant Person and unless
otherwise specifically agreed with Stanford Capital in writing, it
is a Qualified Investor (as such term is defined in Article 2(e) of
the UK Prospectus Regulation);
31. if in a Relevant Member State, it is a Relevant Person and
unless otherwise specifically agreed with Stanford Capital in
writing, it is a Qualified Investor (as such term is defined in
Article 2(e) of the EU Prospectus Regulation);
32. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in the United Kingdom except to
'Qualified Investors' (as such term is defined in Article 2(e) of
the UK Prospectus Regulation) or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in the United Kingdom within the meaning of the UK
Prospectus Regulation;
33. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in a Relevant Member State except to
'Qualified Investors' (as such term is defined in Article 2(e) of
the EU Prospectus Regulation) or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in any member state of the EEA or the United Kingdom within
the meaning of the EU Prospectus Regulation;
34. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the New Ordinary Shares
subscribed for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than 'Qualified Investors' (as such term is defined
in Article 2(e) of the UK Prospectus Regulation), or in
circumstances in which the prior consent of Stanford Capital has
been given to each proposed offer or resale;
35. if a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, the New Ordinary Shares
subscribed for 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 Relevant
Member State other than 'Qualified Investors' (as such term is
defined in Article 2(e) of the EU Prospectus Regulation), or in
circumstances in which the prior consent of Stanford Capital has
been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and UK
MAR
36. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of 'investment professionals' in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ( " High Net Worth Companies, Unincorporated
Associations, etc. " ) of the Order, or (iii) to whom it may
otherwise lawfully be communicated;
37. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA;
38. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the New Ordinary Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not and will not
have been approved by Stanford Capital 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 a financial promotion by an authorised
person;
39. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the New Ordinary Shares (including all applicable provisions in
FSMA and Regulation (EU) No. 596/2014 of the European Parliament
and of the Council of 16 April 2014 on market abuse as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 and any other implementing measures ( " UK
MAR " )) in respect of anything done in, from or otherwise
involving, the United Kingdom);
Compliance with laws
40. if it is a pension fund or investment company, its
subscription for New Ordinary Shares is in full compliance with
applicable laws and regulations;
41. it is not a (i) a person named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (ii) a person subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations;
42. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the " Regulations "
) and the Money Laundering Sourcebook of the FCA 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;
43. in order to ensure compliance with the Regulations, Stanford
Capital (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 Stanford
Capital or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the New Ordinary
Shares may be retained at Stanford Capital's absolute discretion
or, where appropriate, delivery of the New Ordinary Shares to it in
uncertificated form may be delayed at Stanford Capital's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identify Stanford Capital (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either Stanford Capital 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;
Depositary receipts and clearance services
44. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of New Ordinary
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 (depositary receipts and
clearance services) and that the New Ordinary Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer New Ordinary Shares into a
clearance service;
Undertaking to make payment
45. it (and any person acting on its behalf) has the funds
available to pay for the New Ordinary Shares for which it has
agreed to subscribe and acknowledges and agrees that it will make
payment in respect of the New Ordinary Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant New Ordinary Shares may be
placed with other subscribers or sold as Stanford Capital may in
its sole discretion determine and without liability to such Placee,
who will remain liable for any amount by which the net proceeds of
such sale falls short of the product of the relevant Issue Price
and the number of New Ordinary Shares allocated to it and will be
required to bear any stamp duty, stamp duty reserve tax or other
taxes or duties (together with any interest, fines or penalties)
imposed in any jurisdiction which may arise upon the sale of such
Placee's New Ordinary Shares;
Money held on account
46. any money held in an account with Stanford Capital on behalf
of the Placee and/or any person acting 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 Stanford Capital's money in accordance
with the client money rules and will be held by it under a banking
relationship and not as trustee;
Allocation
47. its allocation (if any) of New Ordinary Shares will
represent a maximum number of New Ordinary Shares which it will be
entitled, and required, to subscribe for, and that Stanford Capital
or the Company may call upon it to subscribe for a lower number of
New Ordinary Shares, but in no event in aggregate more than the
aforementioned maximum;
No recommendation
48. neither Stanford Capital, nor any of its respective
affiliates, nor any person acting on behalf of it, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
Inside information
49. if it has received any 'inside information' (for the
purposes of UK MAR and section 56 of the Criminal Justice Act 1993)
in relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of UK MAR
and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
50. the rights and remedies of the Company and Stanford Capital
under the terms and conditions in this Announcement are in addition
to any rights and remedies which would otherwise be available to
each of them and the exercise or partial exercise of one will not
prevent the exercise of others; and
Governing law and jurisdiction
51. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the New Ordinary Shares (together
with any interest chargeable thereon) may be taken by either the
Company or Stanford Capital 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as Stanford Capital and are
irrevocable. Stanford Capital, the Company and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably
authorises the Company and Stanford Capital to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Stanford Capital and 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 Announcement or incurred by
Stanford Capital, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from
the performance of the Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this
Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue New Ordinary Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the New Ordinary Shares
in question. Such agreement also assumes that the New Ordinary
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the New Ordinary
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
New Ordinary Shares, stamp duty or stamp duty reserve tax or other
similar taxes or duties may be payable, for which neither the
Company nor Stanford Capital will be responsible and the Placees
shall indemnify the Company and Stanford Capital on an after-tax
basis for any stamp duty or stamp duty reserve tax or other similar
taxes or duties (together with interest, fines and penalties) in
any jurisdiction paid by the Company or Stanford Capital in respect
of any such arrangements or dealings. If this is the case, each
Placee should seek its own advice and notify Stanford Capital
accordingly. Placees are advised to consult with their own advisers
regarding the tax aspects of the subscription for New Ordinary
Shares.
The Company and Stanford Capital are not liable to bear any
taxes that arise on a sale of New Ordinary Shares subsequent to
their acquisition by Placees, including any taxes arising otherwise
than under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify Stanford Capital and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold Stanford Capital and/or
the Company and their respective affiliates harmless from any and
all interest, fines or penalties in relation to stamp duty, stamp
duty reserve tax and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its
agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any New
Ordinary Shares or the agreement by them to subscribe for, acquire,
transfer or sell any New Ordinary Shares.
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.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
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 New Ordinary Shares to be issued pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
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.
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END
MSCFLFFETSIVIIF
(END) Dow Jones Newswires
August 03, 2022 11:33 ET (15:33 GMT)
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