TIDMINS
RNS Number : 8307V
Instem plc
11 April 2019
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY
SHARES OF INSTEM PLC IN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Instem plc
("Instem" or the "Company")
Proposed Placing to Sell 1,660,000 Ordinary Shares
Instem plc (AIM: INS), a leading provider of IT solutions to the
global life sciences market, today announces that it has been
notified by certain shareholders (together the "Selling
Shareholders"), including the DG 2008 Discretionary Settlement (of
which David Gare, Chairman, and his wife are trustees) and David
Sherwin (Non-Executive Director) of their intention to sell
1,660,000 existing ordinary shares of 10 pence each in the capital
of the Company (the "Placing", "Ordinary Shares" and the "Placing
Shares") at a price of not less than 290 pence per Placing Share.
The Placing Shares represent approximately 10.2 per cent. of the
issued share capital of the Company. The Placing is being
undertaken in order to satisfy market demand and broaden the
institutional investor base of the Company. Following the Placing,
the Selling Shareholders have no intention of making any further
sales of Ordinary Shares for at least the next 12 months.
Nplus1 Singer Capital Markets Limited ("N+1 Singer" or the
"Bookrunner") is acting as bookrunner in relation to the
Placing.
The Placing will be effected by way of an accelerated bookbuild
to institutional investors which will be launched immediately
following this announcement (the "Bookbuild"). The final number of
Placing Shares to be placed and the price at which the Placing
Shares are to be placed will be agreed by N+1 Singer and the
Selling Shareholders at the close of the bookbuild process. The
timing of the closing of the Bookbuild and the distribution of
allocations are at the discretion of the Bookrunner and a further
announcement confirming these details is expected to be made in due
course. The Bookrunner reserves the right to close the Bookbuild
without further notice. There can be no certainty that the Placing
will complete.
Instem plc +44 (0) 1785 825 600
Phil Reason, CEO
Nigel Goldsmith, CFO
N+1 Singer (Nominated Adviser
& Broker) +44 (0) 20 7496 3000
Richard Lindley, Corporate Finance
Rachel Hayes, Corporate Broking
Walbrook Financial PR
Paul Cornelius +44 (0) 20 7933 8780
Sam Allen instem@walbrookpr.com
Nick Rome
About Instem
Instem is a leading provider of IT solutions & services to
the life sciences market delivering compelling solutions for Study
Management and Data Collection; Regulatory Solutions for
Submissions and Compliance; and Informatics-based Insight
Generation.
Instem solutions are in use by customers worldwide and enable
our clients to bring life enhancing products to market faster.
Instem's portfolio of software solutions increases client
productivity by automating study-related processes while offering
the unique ability to generate new knowledge through the extraction
and harmonisation of actionable scientific information.
Instem supports over 500 clients through offices in the United
States, United Kingdom, France, Japan, China and India.
To learn more about Instem solutions and its mission, please
visit instem.com.
Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY
SHARES OF INSTEM PLC IN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Selling Shareholders, N+1 Singer or any of their respective
affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Selling Shareholders, N+1
Singer or any of their respective affiliates that would, or which
is intended to, permit a public offer of the Placing Shares in any
jurisdiction, or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing
Shares, in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Selling Shareholders and N+1 Singer to inform
themselves about and to observe any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholders, N+1 Singer or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholders, N+1 Singer or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
N+1 Singer, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections offered to the clients of N+1 Singer, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on N+1 Singer by
FSMA, any liability therefore is expressly disclaimed. Any other
person in receipt of this announcement should seek their own
independent legal, investment and tax advice as they see fit.
In connection with the Placing, N+1 Singer and any of its
affiliates, acting as investors for their own accounts, may take up
a portion of the Placing Shares in the Placing as a principal
position, and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in the Placing Shares
and other securities of the Company or related investments and may
offer or sell such Placing Shares or other investments otherwise
than in connection with the Placing. Accordingly, references in
this announcement to the Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any offer,
acquisition, placing or dealing in the Placing Shares by, N+1
Singer and any of its affiliates acting as an investor for their
own accounts. In addition, N+1 Singer or its affiliates may enter
into financing arrangements (including swaps) with investors in
connection with which N+1 Singer (or its affiliates) may from time
to time acquire, hold or dispose of ordinary shares in the Company.
Neither N+1 Singer nor any of its affiliates intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCURAWRKRASAAR
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April 11, 2019 02:00 ET (06:00 GMT)
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