TIDMIXI
RNS Number : 9415M
IXICO plc
03 May 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS"). THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Prior to publication, this announcement contained inside
information within the meaning of Article 7 of the EU Market Abuse
Regulation 596/2014. With the publication of this announcement,
this information is now considered to be in the public domain.
IXICO plc
("IXICO" or the "Company")
Oversubscribed placing to raise GBP5.5 million at 28 pence per
share,
Related Party Transaction
and
Notice of General Meeting
Provides platform to accelerate commercial strategy to drive
mid-term revenue growth
IXICO plc (AIM: IXI), the digital technologies company serving
neuroscience, is pleased to announce that it is proposing to raise
GBP5.5 million (before commissions and expenses) through a
conditional placing of 19,642,856 Placing Shares at 28 pence per
new Ordinary Share. The Placing comprises 17,767,856 VCT Placing
Shares and 1,875,000 Non-VCT Placing Shares.
The Placing was arranged by the Company's broker, Shore Capital,
as agent for the Company.
Highlights
-- Oversubscribed placing at a price of 28 pence per new
Ordinary Share (the "Placing Price") to raise, in aggregate, gross
proceeds of GBP5.5 million.
o Support from existing and new institutional shareholders
-- Proceeds of the Placing, together with existing cash, to be primarily used to:
Build scale and market presence through:
o New neuro-imaging contracts in Phase I and Phase II, together
with later stage Phase III clinical trials
-- Multiple Sclerosis will be a key therapeutic area
o Expanding operational and delivery capability
o Continued enhancements to our technology platform
o Establishing a US operational and commercial presence
Commercialise new products and services through:
o Expanding neuro-imaging services and analytics derived
from
-- Magnetic Resonance Imaging (MRI)
-- Positron Emission Tomography (PET)
o Assessa companion digital product
-- Roll out following completion of pilot
o Wearable biosensors
-- First contracts awarded in September and October 2017
o Investing in commercial resources to
-- Grow and progress the current pipeline
-- Partner with global CROs
-- Strong financial performance and reduced losses
o H1 revenues of GBP2.9m, an increase of 26% including forex at
actual exchange rate and 40% underlying growth excluding forex
o H1 gross margin will be slightly ahead of 61% reported H1
2017
o Reduced EBITDA loss from GBP0.4m EBITDA loss reported in H1
2017
o Cash balance of GBP2.7m at 31 March 2018
-- Establishment of Long Term Incentive Plan subject to shareholder approval
o Incentivise Executives to deliver long-term value creation for
shareholders and ensure alignment with shareholder interests
o Enable IXICO to attract and retain the appropriate talent to
grow the business
o Minimum share price requirement of 56p to vest
-- Proposed placing is conditional, amongst other things, on
shareholder approval at a General Meeting to be held on 29 May
2018
o Approximately 60.25 per cent. of shareholders have already
undertaken to vote in favour of the Placing Resolutions
-- The Company's results for the six months ended 31 March 2018
will be issued on 23 May as reported in a notice of results
announced today
Giulio Cerroni, CEO of IXICO, commented:
"We are delighted with the investment we have received from new
blue-chip institutions and IP Group, an existing shareholder. The
oversubscribed Placing has raised GBP5.5 million and broadened our
shareholder base. We welcome shareholders new to IXICO and we also
thank our existing shareholders for their continued support, which
reflects confidence both in our performance and strategy for future
growth. Over the past 12 months, we have completed a strategic and
operational review and announced contracts with existing and new
global pharmaceutical customers, demonstrating commercial momentum.
This funding provides the platform to accelerate our commercial
strategy to drive revenue growth over the medium-term and our
strong financial performance indicates that we are making good
progress on our path to profitability."
Further information on the background to the Placing and use of
proceeds are set out below.
Terms used in this announcement shall have the meanings given to
them in the Company's shareholder circular dated 3 May 2018, which
will be posted to all shareholders today and is available to
download on the company's website: http://www.ixico.com/.
For further information please contact:
IXICO plc
Giulio Cerroni, Chief Executive Officer Tel: +44 20 3763 7499
Susan Lowther, Chief Financial Officer
Shore Capital (Nomad and Broker) Tel: +44 20 7408 4090
Edward Mansfield/Anita Ghanekar/Daniel Bush
FTI Consulting Limited (Investor Relations) Tel: +44 20 3727 1000
Simon Conway/Mo Noonan
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2018
Announcement of the Placing and publication of the circular 3 May
Latest time and date for receipt of Forms of Proxy for the General Meeting By 11:30 a.m. on 24 May
General Meeting 11:30 a.m. on 29 May
Results of General Meeting announced via RNS 29 May
Admission, completion of the Placing of the Placing Shares and commencement of dealings in
the Placing Shares on AIM 30 May
CREST accounts credited in respect of the VCT Placing Shares held in Uncertificated Form 30 May
CREST accounts credited in respect of the Non-VCT Placing Shares held in Uncertificated
Form 30 May
Despatch of share certificates in respect of the Placing Shares held in Certificated Form By 13 June
Notes:
1. References to times in this announcement are to London time (unless otherwise stated).
2. The dates and times set out in the above timetable and in the
rest of this announcement are indicative only and may be subject to
change. If any such dates and times should change, the revised
times and/or dates will be notified by announcement via RNS.
STATISTICS RELATING TO THE PLACING
Number of Existing Ordinary Shares 27,119,130
Number of Placing Shares to be issued 19,642,856
* Number of VCT Placing Shares to be issued 17,767,856
* Number of Non-VCT Placing Shares to be issued 1,875,000
Enlarged Share Capital following the Placing 46,761,986
Placing Shares expressed as a percentage of the Enlarged Share Capital 42.0%
Placing Price per Placing Share 28 pence
Gross proceeds of the Placing GBP5.5 million
Market capitalisation of the Company at the Placing Price immediately following Admission GBP13.1 million
ISIN GB00BCLY7L40
SEDOL BCLY7L4
LEI 2138005M1F59O6HWSA97
1. Background to and reasons for the Placing
The Company has made progress over the past 12 months as
indicated by the following figures. For the year ended 30 September
2017 revenues increased by 26 per cent. at actual exchange rates to
GBP4.1 million (FY 2016: GBP3.3 million) with an underlying growth
of 20 per cent. on a Project Exchange Rate basis. This momentum in
top-line growth positively impacted gross profit which improved to
GBP2.3 million (2016: GBP1.6 million restated) resulting in a
reduction in operating losses to GBP1.9 million (2016: GBP2.9
million).
The Group is focused on neurodegenerative diseases where there
is an unmet need to develop new and safe medicines and uses its
technology platform and scientific expertise to provide technology
enabled services to the biopharmaceutical industry. As a result the
Group has developed a diversified "blue chip" client base supported
by long term contractual relationships.
The Group contracts with both biopharmaceutical companies and
CROs to capture, extract and analyse clinically meaningful data
collection across Phases I, II and III of drug development and into
post marketing.
The Board has a clear commercially-led strategy leveraging the
key value segments where IXICO's technology platform and
capabilities could provide considerable efficiencies and value:
-- Selecting patients for clinical trials;
-- Assessing safety and efficacy in every phase of drug development; and
-- Post marketing.
In the current financial year the Company has continued to gain
commercial traction winning three new contracts covering:
-- the use of wearable biosensors in a Phase II clinical trial for a neurological disorder;
-- the use of wearable biosensors in a late stage clinical trial
for a psychiatric disorder; and
-- provision of the Company's technology enabled imaging
services in a clinical trial of a therapeutic to treat people with
PSP.
More recently, in April 2018 the Company announced a US$0.75m
extension to an existing contract for advanced imaging clinical
trial services in a rare neurodegenerative disease, progressive
supranuclear palsy ("PSP").
The Directors believe that the Company is well placed to build
on the current momentum to execute and accelerate its
commercially-led strategy. The Board is of the view that there are
a number of opportunities to expand its core specialist imaging
services into new therapeutic areas and enhance the Group's
commercial development. In addition, Digital Companion Products and
wearable biosensors represent a further opportunity for growth. The
Directors believe that such investment will facilitate the creation
of material shareholder value over the longer term.
2. Information on IXICO
Introduction
IXICO is a digital technologies company serving neuroscience.
The Company provides a technology platform to assist
biopharmaceutical companies in the development of new drugs
treating neurological diseases. IXICO's centralised technology
platform enables the capture, extraction and analysis of clinically
meaningful data.
The platform is used by the global pharmaceutical industry to
select participants for clinical trials, assess the safety and
efficacy of new drugs in development and in post marketing. IXICO's
technology platform enables the capture of clinically meaningful
data across multiple sites for central analysis to enable
biopharmaceutical companies to make better informed decisions.
The Company continues to invest in the platform to support new
imaging biomarkers and biopharma digital strategies and has
broadened the scope of the platform into new therapeutic areas. It
currently addresses: Alzheimer's disease, Huntington's disease, MS,
PSP and Parkinson's disease.
Market
Outsourcing forms an established part of the biopharmaceutical
value chain. The global CRO market is forecast to have a CAGR of
12.4 per cent. between 2015 and 2020 growing to c.US$57 billion by
2020. The Directors estimate the current global addressable market
for its specialist imaging services in neurological diseases to be
in the region of GBP100 million with Multiple Sclerosis,
Alzheimer's disease, Huntington's disease and PSP representing
circa 90 per cent. of the market.
Services and Products
Clinical trials services
IXICO provides specialist imaging services to the
biopharmaceutical industry. The products and services developed are
used to help select patients for enrolment in clinical trials,
assess drug safety and efficacy through the clinical trial
process
IXICO also engages in collaborative consortia that include
pharmaceutical companies and leading academics. This enables the
Company to develop its capabilities and to meet the evolving needs
of the pharmaceutical industry in both drug development and support
of marketed drugs.
Digital Companion Products and Services
The Company has used its knowledge and experience to develop and
pilot the Assessa digital companion platform ("Assessa platform")
to support post marketed medicines in clinical practice.
Development of the Assessa platform has been assisted over the past
three years through a commercial collaboration with Biogen. The
pilot has facilitated the remote transfer, management and storage
of MRI scans to more reliably and effectively offer access to
reading expertise for the detection of PML, a rare and potentially
fatal disease that affects people living with MS. The Assessa
platform is scanner neutral.
3. Current trading and prospects
The Group has experienced continued commercial momentum
generating revenue of GBP2.9 million in H1 2018 (H1 2017: GBP2.3
million) at actual exchange rates. Revenue of GBP2.8m (H1 2017:
GBP2.0 million) at Project Exchange Rates represented 40%
underlying growth excluding the impact of foreign exchange. Gross
profit margins in H1 2018 were slightly ahead of the 61 per cent.
reported in H1 2017. This performance has resulted in a further
reduction of losses with an improved performance over the reported
H1 2017 EBITDA loss of GBP0.4m.
The Board has continued to invest in research and development
("R&D") and innovation, broadly in line with the GBP0.7m spent
in H1 2017, whilst maintaining its cash position. As at 31 March
2018, the Company had a cash balance of GBP2.7 million representing
a GBP0.3 million increase on the closing cash position of GBP2.4
million as at 30 September 2017 (H1 2017: GBP2.8m) due to the
timing of receivables and grant reimbursement. Post the half year
end the Company received a R&D tax credit of GBP0.4m on 11
April 2018.
4. Long-term equity incentive plan 2018 ("LTIP")
The Board proposes, subject to Shareholder approval of
Resolution 5, to implement an LTIP. The LTIP has been established
to incentivise the Executives to deliver long-term value creation
for shareholders and ensure alignment with shareholder interests.
The Executives will be granted, in aggregate, options over Ordinary
Shares representing 5.5 per cent. of the Enlarged Share Capital,
with an exercise price of one pence, vesting over a three year
period (the "Award"). The Award will be split as follows between
the Executives:
-- Guilio Cerroni - 2.5 per cent. of the Enlarged Share Capital;
-- Susan Lowther - 2.0 per cent. of the Enlarged Share Capital; and
-- John Hall - 1.0 per cent. of the Enlarged Share Capital.
The Award is subject to share price performance measured against
the three month volume weighted average price of the Company's
Ordinary Shares in the three months prior to the third anniversary
from the date of grant. 25 per cent. of the Award will vest if the
share price increases by 50 per cent. above the Placing Price,
increasing on a straight line basis such that the full Award will
vest if the share price increases by over 100 per cent. relative to
the Placing Price (the "Performance Conditions"). The Performance
Conditions are subject to a minimum floor price of 50p per Ordinary
Share before any Award can vest. On vesting the Award is subject to
a holding period of up to two years. The Award is also subject to
continued employment, malus and clawback provisions.
5. VCT Status
The Board understands that VCT Placing Shares in the Company
should represent a "qualifying holding" for the purposes of
investment by VCTs. The continuing status of the VCT Placing Shares
as a "qualifying holding" for VCT purposes will be conditional,
inter alia, on the VCT Placing Shares being held as a "qualifying
holding" for VCT purposes throughout the period of ownership.
Neither the Company nor the Directors give any warranty,
representation or undertaking that any VCT investment in the
Company will remain a "qualifying holding".
6. Details of the Placing
The Placing is expected to raise, in aggregate, GBP5.5 million
(before commissions and expenses) through the conditional placing
of the VCT Placing Shares and the Non-VCT Placing Shares at a price
of 28 pence per Placing Share with institutional and other
investors.
The VCT Placing shares will be issued to investors seeking to
benefit from the tax advantages pursuant to the VCT Legislation.
The Company has obtained advance assurance from HMRC that the VCT
Placing Shares will constitute a "qualifying holding" for VCTs.
The Placing Shares, when issued, will represent approximately
42.0 per cent. of the Company's Enlarged Share Capital immediately
following Admission. The Placing Shares will rank in full for all
dividends with a record date on or after the date of Admission and
otherwise equally with the new Ordinary Shares in issue from the
date of Admission. It is expected that the Placing Shares will be
admitted to trading on AIM on 30 May 2018.
The Placing (which is not being underwritten) is conditional,
amongst other things, upon:
(a) the Placing Agreement becoming or being declared
unconditional in all respects in relation to the Placing Shares
(save for Admission) and not having been terminated in accordance
with its terms in respect of Placing Shares prior to Admission;
(b) the passing of the Placing Resolutions set out in the Notice of General Meeting; and
(c) Admission of the Placing Shares becoming effective on or
before 8.00 a.m. on 30 May 2018 or such later date as the Company
and Shore Capital may agree, being no later than 8.00 a.m. on 30
June 2018.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Shore Capital
has conditionally agreed to use its reasonable endeavours, as
agents for the Company, to procure subscribers for the Placing
Shares at the Placing Price with certain institutional and other
investors.
The Placing Agreement contains customary warranties from the
Company in favour of Shore Capital in relation to, inter alia, the
accuracy of the information in this document and other matters
relating to the Group and its business. In addition, the Company
has agreed to indemnify Shore Capital in relation to certain
liabilities they may incur in respect of the Placing. Shore Capital
has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, in the event of a
material breach of the warranties given in the Placing Agreement,
the failure of the Company to comply in any material respect with
its obligations under the Placing Agreement or the occurrence of
certain force majeure events which in Shore Capital's opinion makes
it impractical or inadvisable to continue with the Placing.
The Placing Agreement provides for payment by the Company to
Shore Capital of certain commissions and fees in connection with
their appointment. The Company will bear certain other expenses of
and incidental to the Placing.
Settlement and dealings
Applications will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and dealings in the Placing
Shares will commence on AIM on 30 May 2018, subject to the passing
of the Placing Resolutions at the General Meeting.
7. Working Capital
The Directors are of the opinion, having made due and careful
enquiry, that, taking into account the net proceeds of the Placing
and the existing cash resources available to the Group, the Group
has sufficient working capital for its present requirements, that
is for at least 12 months from the date of Admission.
8. Use of proceeds
The Company intends to use the net proceeds from the Placing
which are expected to be GBP5.2 million, together with existing
cash and cash equivalents, primarily to:
-- Build scale and market presence through:
o New neuro-imaging contracts in Phase I and Phase II, together
with later stage Phase III clinical trials
-- Multiple Sclerosis will be a key therapeutic area
o Expanding operational and delivery capability
o Continued enhancements to our technology platform
o Establishing a US operational and commercial presence
-- Commercialise new products and services through:
o Expanding neuro-imaging services and analytics derived
from
-- Magnetic Resonance Imaging (MRI)
-- Positron Emission Tomography (PET)
o Assessa companion digital product
-- Roll out following completion of pilot
o Wearable biosensors
-- First contracts awarded in September and October 2017
o Investing in commercial resources to
-- Grow and progress the current pipeline
-- Partner with global CROs
The balance of the net proceeds will be utilised for working
capital and other general corporate purposes.
The Directors believe that the Company has the opportunity to
considerably accelerate IXICO's revenue growth.
9. Related party transaction
IP Group has agreed to subscribe for 1,785,714 Placing Shares in
the Placing, which will take its aggregate shareholding in the
Company to 11,109,960 Ordinary Shares following Admission which
will constitute 23.76 per cent. of the Enlarged Share Capital
(assuming there is no change in IP Group's notified position and no
other issuance of shares by the Company between the date of this
announcement and Admission). The Concert Party, as defined in the
Company circular dated 18 November 2015 will consequently be
interested in 18,205,560 Ordinary Shares following Admission which
will constitute 38.93 per cent. of the Enlarged Share Capital
(assuming there is no change in IP Group's notified position and no
other issuance of shares by the Company between the date of this
announcement and Admission).
The subscription for Placing Shares by IP Group, constitutes a
related party transaction for the purposes of Rule 13 of the AIM
Rules by virtue of such person being a substantial shareholder in
the Company. The Directors consider, having consulted with SCC, the
Company's nominated adviser for the purposes of the AIM Rules, that
the terms of the transaction are fair and reasonable in so far as
its Shareholders are concerned.
10. Irrevocable undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from the Directors and certain
Shareholders who hold, or are interested in, an aggregate of
16,339,242 Ordinary Shares, representing approximately 60.25 per
cent. of the Company's current issued share capital.
11. General Meeting
The Directors do not currently have the authority to allot all
of the Placing Shares and accordingly, the Board is seeking the
approval of Shareholders to allot the Placing Shares and to be
given a general authority to allot further Ordinary Shares (to
replace the authority granted at the 2018 AGM) at the General
Meeting. Set out at the end of this document is a notice convening
the General Meeting to be held at FTI Consulting, 200 Aldersgate
Street, London EC1A 4HD on 29 May 2018 at 11:30 a.m., at which the
Resolutions will be proposed as ordinary or special resolutions,
details of which are set out in the circular posted to
Shareholders.
IMPORTANT NOTICE
This announcement is for information purposes only and does not
itself constitute an offer or invitation to underwrite, subscribe
for or otherwise acquire or dispose of any securities in the
Company and does not constitute investment advice.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, into
the United States, Australia, Canada, Japan or South Africa or to
any persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction. Any failure to comply with
this restriction may constitute a violation of United States,
Australian, Canadian, Japanese or South African securities laws.
The distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe any
such restrictions.
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any Ordinary Shares or other
securities in the United States (including its territories and
possessions, any state of the United States and the District of
Colombia (the United States or US)), Australia, Canada, Japan or
South Africa or in any jurisdiction to whom or in which such offer
or solicitation is unlawful.
The Placing and the distribution of this announcement and other
information in connection with the Placing in certain jurisdictions
may be restricted by law and persons into whose possession this
announcement, any document or other information referred to herein,
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
In particular, the securities of the Company (including 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 or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and accordingly the New Ordinary Shares may not be offered, sold,
pledged or transferred, directly or indirectly, in, into or within
the United States 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
jurisdiction of the United States. There is no intention to
register any portion of the offering in the United States or to
conduct a public offering of securities in the United States.
The New Ordinary 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.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited ("Shore Capital") is authorised and regulated
in the United Kingdom by the FCA, is acting as nominated adviser,
sole bookrunner and broker to the Company in respect of the
Placing. Shore Capital is acting for the Company and for no-one
else in connection with the Placing, and will not be treating any
other person as its client, in relation thereto and will not be
responsible for providing the regulatory protections afforded to
its customers nor for providing advice in connection with the
Placing or any other matters referred to herein and apart from the
responsibilities and liabilities (if any) imposed on Shore Capital
by Financial Services and Markets Act 2000 (as amended) ("FSMA"),
any liability therefor is expressly disclaimed. Any other person
should seek their own independent legal, investment and tax advice
as they see fit.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "targets", "aims", "believes",
"estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", "would", "could" or "should" or, in each
case, their negative or other variations or comparable terminology.
These forward-looking statements include matters that are not
historical facts. They appear in a number of places throughout this
document and include statements regarding the Directors' current
intentions, beliefs or expectations concerning, among other things,
the Group's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Group's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements are not guarantees of future performance
and have not been reviewed by the auditors of the Company.
Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this
document are based on certain factors and assumptions, including
the Directors' current view with respect to future events, and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information available at the date of this document, they may prove
to be incorrect and the posting or receipt of this document shall
not give rise to any implication that there have been no changes in
the facts set forth herein since such date. Investors should not
place undue reliance on such forward-looking statements, and save
as required by law or by the AIM Rules, or by MAR, the Company
undertakes no obligation to release publicly the results of any
revisions to any forward-looking statements in this document that
may occur due to any change in the Directors' expectations or to
reflect events or circumstances after the date of this document.
All subsequent oral or written forward-looking statements
attributed to the Company or any persons acting on its behalf are
expressly qualified in their entirety by the cautionary statement
above.
Notice to overseas persons
Nothing in this press release or any other document in
connection with the Placing constitutes an offer of securities for
sale in any jurisdiction where it is unlawful to do so. The Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States or any other Restricted
Jurisdiction. The Placing Shares are being offered and sold outside
the United States in offshore transactions in compliance with
Regulation S under the Securities Act. There will be no public
offer of the Placing Shares in the United States. The Placing
Shares may not be offered, sold, taken up, resold, transferred or
delivered, directly or indirectly, within, into or in the United
States, or any Restricted Jurisdiction, or to any US Person (as
such term is defined in Regulation S) or to any national resident
or citizen of, or any corporation, partnership or other entity
created or organised under the laws of any Restricted Jurisdiction,
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
relevant state or other jurisdiction of the United States and any
relevant Restricted Jurisdiction.
The Placing Shares have not been recommended by any US federal
or state securities commission or regulatory authority, or by any
other regulatory authority. Furthermore, the foregoing authorities
have not confirmed the accuracy or determined the adequacy of the
Form of Proxy, this document or any other document in connection
with the Placing. Any representation to the contrary is a criminal
offence in the United States.
The distribution of this announcement in certain jurisdictions
may be restricted by law and therefore persons into whose
possession this announcement come should inform themselves about
and observe any such restrictions. This announcement may not be
forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution
of reproduction of this announcement in whole or in part is
unauthorised. Any failure to comply with these restrictions may
constitute a violation of the Securities Act and/or the securities
laws of any such jurisdiction.
Basis on which information is presented
In this document, references to "pounds sterling", "GBP",
"pence" and "p" are to the lawful currency of the United
Kingdom.
In this document, references to "US dollars" and "US$" are to
the lawful currency of the USA.
References to defined terms
Certain terms used in this announcement are defined and
explained in the section of this announcement headed
"Definitions".
All times referred to in this document are, unless otherwise
stated, references to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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