TIDMLMT
RNS Number : 5488F
Lombard Medical Technologies PLC
24 May 2013
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, SOUTH
AFRICA, AUSTRALIA OR JAPAN
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER OF OR INVITATION TO SELL OR
ISSUE OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR
ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS UNLAWFUL NOR SHALL THIS ANNOUNCEMENT (OR ANY PART
OF IT) OR THE FACT OF ITS DISTRIBUTION FORM THE BASIS OF, OR BE
RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER
INTO, ANY CONTRACT OR COMMITMENT TO DO SO. ANY FAILURE TO COMPLY
WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
APPLICABLE SECURITIES LAWS IN SUCH JURISDICTIONS. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS
RULES AND HAS NOT BEEN, AND WILL NOT BE, APPROVED BY OR FILED WITH
THE FINANCIAL SERVICES AUTHORITY.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES
AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE
UNITED STATES NOR WILL THEY QUALIFY FOR DISTRIBUTION UNDER ANY OF
THE RELEVANT SECURITIES LAWS OF CANADA, SOUTH AFRICA, AUSTRALIA OR
JAPAN, NOR HAS ANY PROSPECTUS IN CONNECTION WITH THE SECURITIES
BEEN LODGED WITH OR REGISTERED BY THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION. THE SECURITIES MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION
DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES.
Lombard Medical Technologies PLC
("Lombard Medical" or "Company")
Proposed Placing and Subscription to raise GBP21.0 million
Offer to Qualifying Participants to raise up to GBP2.0
million
and
Notice of General Meeting
London, UK, 24 May 2013 - Lombard Medical Technologies PLC (AIM:
LMT), the specialist medical technology company focussed on
innovative vascular products, today announces that it proposes to
raise GBP21.0 million (before expenses) through a Placing and
Subscription, arranged on the Company's behalf by Canaccord Genuity
Limited and WG Partners, a trading name of Charles Stanley &
Co. Ltd. The Issue Price of 175 pence per Ordinary Share represents
a discount of 5 per cent. to the closing middle market price of
184.5 pence per existing Ordinary Share on 23 May 2013 (being the
last practicable date prior to the date of this announcement). In
conjunction with the Placing and Subscription, Qualifying
Participants are being invited to participate in the Fundraising
pursuant to an Offer that may raise up to an additional GBP2.0
million (before expenses).
The Company expects to use the net proceeds of the Placing and
Subscription of GBP20 million, together with Lombard Medical's
existing cash resources of GBP15.2 million, approximately as
follows:
-- Build sales and marketing infrastructure ahead of U.S.
commercial launch in the second half of 2013 (10%)
-- Post U.S. launch continue to grow Aorfix(TM) market share in the U.S. (35%)
-- Expand Aorfix(TM) production capacity (17%)
-- Develop next generation products, line extensions and delivery devices (17%)
-- Clinical trials (10%)
-- Grow rest of world sales of Aorfix(TM) and launch in select
new territories (including Japan in 2014) (11%)
The Directors currently anticipate that the proceeds of this
proposed Placing and Subscription will enable the Company to
achieve its longer-term goals in the U.S. market and to support
Lombard Medical's strategy through to cash generation.
The funds raised in the Offer, of up to GBP2.0 million will be
used by the Company for general working capital purposes.
In addition the Company has received shareholder approval to
amend the terms of the Convertible Loan Notes issued to Invesco
Asset Management Limited, acting as agent for and on behalf of its
discretionary clients ("IAML") in March 2012. Having obtained such
approval, the terms of the Convertible Loan Notes have been amended
to enable the Company to agree in writing to conversion of the
GBP3.0 million principal amount of the Convertible Loan Notes (but
not accrued but unpaid interest) into new Ordinary Shares in
accordance with the terms of the Loan Note Instrument prior to 1
July 2013.
Simon Hubbert, Chief Executive of Lombard Medical,
commented:
"We are delighted with the level of support shown to the Company
by our existing shareholders and a number of new top tier
institutional investors. The financing, together with our existing
cash resources, will allow Lombard Medical to fully realise the
potential of Aorfix(TM) in the large and growing $1.3 billion AAA
repair market. Aorfix(TM) is the only endovascular stent graft
licensed in the U.S. for use in cases with neck angulations up to
90 degrees, enabling treatment of the broadest range of AAA
anatomies, which uniquely differentiates Aorfix(TM) from other
marketed stent grafts. With such a competitively labelled device
and the resources to effectively commercialise Aorfix(TM) , the
Board is confident of securing a meaningful share of the U.S.
market and creating significant value for shareholders."
The Fundraising is subject to the approval of the shareholders
of the Company at a General Meeting to be held at 11.00 a.m. on 14
June 2013.
The Company today also announces a Board change, details of
which are set out below in the full announcement.
Terms of the Placing
Lombard Medical has appointed Canaccord Genuity and WG Partners
as joint brokers to the Fundraising. The Fundraising is conditional
upon, amongst other things, the Directors obtaining appropriate
Shareholder authorities at the General Meeting to seek authority to
allot the Fundraising Shares and to disapply statutory pre-emption
rights which would otherwise apply to the allotment of the
Fundraising Shares. The Circular, containing a notice convening the
General Meeting, has today been posted to the Company's
shareholders and will be available to view on the Company's website
www.lombardmedical.com. In total, the Company has received
irrevocable undertakings to vote in favour of the Resolutions in
respect of 21,204,466 Ordinary Shares representing 70.2 per cent.
of the existing Ordinary Shares in issue.
The Placing is also conditional on the Placing Agreement of
today's date between the Company, Canaccord Genuity and WG Partners
not having been terminated prior to Admission in accordance with
its terms.
The Fundraising Shares will be issued at the issue price of 175
pence per Fundraising Share (the "Issue Price"). The Issue Price
represents a discount of 5 per cent. to the closing middle market
price of 184.5 pence per existing Ordinary Share on 23 May 2013
(being the last practicable date prior to the date of this
announcement).
The Placing is not being underwritten. Application will be made
for the Fundraising Shares to be admitted to AIM, a market operated
by London Stock Exchange plc and settlement of the Fundraising
Shares, together with Admission, is expected to become effective at
8.00 a.m. on 17 June 2013. On Admission, the Fundraising Shares
will rank pari passu in all respects with the existing Ordinary
Shares in the capital of the Company.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the terms and conditions herein, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix.
-Ends-
Lombard Medical Technologies PLC Tel: 01235 750 800
Simon Hubbert, Chief Executive Officer
Ian Ardill, Chief Financial Officer
Canaccord Genuity Limited Tel: 020 7523 8000
Lucy Tilley / Tim Redfern /
Henry Fitzgerald O'Connor / Dr. Julian
Feneley
WG Partners Tel: 020 7149 3627
David Wilson / Claes Spång
FTI Consulting Tel: 020 7831 3113
Simon Conway / Susan Stuart / Victoria
Foster Mitchell
About Lombard Medical
Lombard Medical Technologies PLC (AIM: LMT), is a medical device
company focussed on device solutions for the $1.3 billion per annum
abdominal aortic aneurysm (AAA) repair market. AAAs are a
balloon-like enlargement of the aorta which, if left untreated, may
rupture and cause death. Approximately 4.5 million people are
living with AAAs in the developed world and each year 600,000 new
cases are diagnosed. The market for endovascular stent grafts for
this application is expected to grow to $1.6 billion by 2015. The
Company's lead product, Aorfix(TM), is an endovascular stent graft
which has been specifically designed to solve the problems that
exist in treating complex tortuous anatomy which is often present
in advanced AAA disease. Aorfix(TM) is currently being
commercialised in the EU, and has been approved by the FDA in the
U.S. It is the only stent graft approved for AAA neck angulations
of up to 90 degrees. Plans are currently underway to launch
Aorfix(TM) in the US later this year through the group's own direct
sales force, focussing on patients with tortuous aneurysm neck
anatomy between 60 and 90 degrees in line with the products unique
label. Aorfix(TM) is the first AAA stent graft not of U.S. origin
to gain FDA approval.
The Company is headquartered in Oxfordshire, with operations in
Ayrshire and Phoenix, USA.
Further background on the Company can be found at
www.lombardmedical.com.
1 Introduction
Your Board announces today that it proposes to raise GBP21.0
million (before expenses) by way of a conditional Placing of
11,958,572 new Ordinary Shares through Canaccord Genuity and WG
Partners, joint brokers to the Fundraising, and a conditional
Subscription of 41,428 new Ordinary Shares to Participating
Directors at a price of 175 pence per new Ordinary Share . In
conjunction with the Placing and Subscription, the Board also
announces today details of a conditional Offer to Qualifying
Participants to raise up to a further GBP2.0 million (before
expenses) through the issue of up to 1,142,857 new Ordinary Shares
at a price of 175 pence per new Ordinary Share representing a
discount of 5 per cent. to the closing middle market price of 184.5
pence per existing Ordinary Share on 23 May 2013 (being the last
practicable date prior to the date of this announcement). In
conjunction with the Placing and Subscription, the Board also
announces today details of a conditional Offer to Qualifying
Participants to raise up to a further GBP2.0 million (before
expenses) through the issue of up to 1,142,857 new Ordinary Shares
at a price of 175 pence per new Ordinary Share. The Placing,
Subscription and Offer (together the "Fundraising") are all
conditional upon, amongst other things, the Directors obtaining
appropriate Shareholder authorities at the General Meeting to seek
authority to allot the Fundraising Shares and to disapply statutory
pre-emption rights which would otherwise apply to the allotment of
the Fundraising Shares.
Your Board also announces today that it has sought approval from
Shareholders who are independent of the Company's largest
Shareholder, IAML, and who together hold more than 50 per cent. of
those existing Ordinary Shares held by independent shareholders,
excluding those existing Ordinary Shares held by IAML to amend the
terms of the Convertible Loan Notes issued to IAML in March 2012.
Having obtained such approval, the terms of the Convertible Loan
Notes have been amended to enable the Company to agree in writing
to conversion of the GBP3.0 million principal amount of the
Convertible Loan Notes (but not accrued but unpaid interest) into
new Ordinary Shares in accordance with the terms of the Loan Note
Instrument prior to 1 July 2013. IAML has, as the CLN Holder,
requested and the Company has agreed to such earlier conversion
and, accordingly, 2,142,857 new Ordinary Shares will be issued and
allotted to IAML (the "CLN Shares"). It is expected that admission
of the CLN Shares to trading on AIM and dealings in the CLN Shares
will commence at the same time as expected for the Fundraising
Shares being at 8.00 a.m. on 17 June 2013.
The Company intends to use the proceeds of the Fundraising to
further support its commercialisation strategy for Aorfix(TM) in
the U.S. following receipt of FDA approval in February this year.
As a result of receipt of FDA approval, the second tranche of
Lombard Medical's May 2011 Fundraising was triggered and the
Company received net proceeds of GBP13.5 million. The Company is
using the proceeds from the second tranche of the May 2011
Fundraising to build its own direct sales force and marketing
infrastructure in order to launch Aorfix(TM) in the U.S. in the
second half of 2013. The proceeds from the second tranche of the
May 2011 Fundraising will also be used to expand production
capacity to meet anticipated demand for Aorfix(TM), to complete the
planned extension of stent graft sizes and to develop a next
generation, lower profile delivery device.
The Directors currently anticipate that the proceeds of this
proposed Fundraising will enable the Company to achieve its
longer-term goals in the U.S. market and to support Lombard
Medical's strategy through to cash generation.
The Placing Shares have been conditionally placed with
institutional investors and the Subscription Shares have been
conditionally subscribed for by the Participating Directors.
Dealings in the Placing Shares, the Subscription Shares, the Offer
Shares and the CLN Shares are expected to commence on AIM at 8.00
a.m. on 17 June 2013. As a result of the Conversion and assuming no
take up under the Offer, the Fundraising Shares together represent
approximately 39.7 per cent. of the Company's existing issued share
capital and will, when issued, represent approximately 27.1 per
cent. of the Company's Enlarged Share Capital. As a result of the
Conversion and assuming full take up under the Offer, the
Fundraising Shares together represent approximately 43.5 per cent.
of the Company's existing issued share capital and will, when
issued, represent approximately 28.9 per cent. of the Company's
Enlarged Share Capital.
Following Admission and assuming no take up under the Offer, MVM
will hold 3.5 per cent. of the Company's Enlarged Share Capital.
Accordingly, Thomas Casdagli, being the non-executive director
appointed by MVM in accordance with its former right to appoint a
non-executive director for so long as MVM holds in excess of 5 per
cent. of the issued share capital of the Company, resigned from the
Board yesterday, 23 May 2013. In connection with this, the
Directors propose that the New Articles be adopted with the
amendments required to clarify that the relevant provisions
regarding MVM's former ability to appoint a non-executive director
no longer apply. Further details are contained in paragraph 13
below.
Approval of the necessary Resolutions required for the issue and
allotment of the Fundraising Shares pursuant to the Fundraising
will be sought at the General Meeting convened for 11.00 a.m. on 14
June 2013. The Company has received irrevocable undertakings to
vote in favour of the Resolutions in respect of 21,204,466 Ordinary
Shares representing 70.2 per cent. of the existing Ordinary Shares
in issue. Further details are contained in paragraph 16 below.
The purpose of the circular is to provide Shareholders with
information about the background to and reasons for the
Fundraising, to explain why the Board considers the Fundraising to
be in the best interests of the Company and its Shareholders as a
whole and why the Directors recommend that you vote in favour of
the Resolutions to be proposed at the General Meeting, notice of
which has been sent to Shareholders, and to seek their approval for
the issue of the Fundraising Shares.
2 Information on Lombard Medical Technologies PLC
Lombard Medical, a UK company quoted on AIM, is a specialist
medical technology company focussed on innovative vascular
products. The Company is currently focussed on device solutions for
the repair of abdominal aortic aneurysm (AAAs). An AAA is a
balloon-like enlargement of the aorta which, if left untreated, may
rupture and cause death.
The Company's lead product, Aorfix(TM) , is a bifurcated
endovascular stent graft for use in the treatment of AAAs.
Aorfix(TM) has been designed specifically to solve the problems
that exist in treating complex tortuous anatomy which is often
present in advanced AAA disease. Aorfix(TM) is currently being
commercialised in the EU and certain markets outside the EU and
received FDA approval in the U.S. in February this year.
The FDA has approved Aorfix(TM) for the treatment of patients
with angulations at the neck of the aneurysm from 0 to 90 degrees.
Aorfix(TM) is the only endovascular stent graft licensed in the
U.S., the largest market for AAA repair, for use in tortuous cases
with neck angulations greater than 60 degrees. Published clinical
data suggests that up to 30 per cent. of all patients have some
tortuosity either at the neck of the aneurysm or in the iliac
arteries. It is this segment of patients to which Aorfix(TM) is
initially targeted with its uniquely flexible design. In Europe,
Aorfix(TM) is already licensed to treat patients with angulations
at the neck of the aneurysm from 0 to 90 degrees. Currently in the
U.S. patients with aortic neck angles above 60 degrees receive open
repair (major surgery associated with higher mortality and
morbidity) or are treated 'off-label' with other EVAR devices which
are not indicated in patients with neck angles above 60
degrees.
During the FDA approval process, Aorfix(TM) was trialled in
patients displaying both tortuous anatomies, with angulations at
the neck of the aneurysm from between 60 and 90 degrees (the
segment of patients to which Aorfix(TM) is initially targeted with
its uniquely flexible design), and in patients with less
challenging anatomies (0 to 60 degrees). Clinical data for the
treatment of AAAs where the neck angle falls in the 0 to 60 degree
range was comparable with that of the FDA-approved devices of
Lombard Medical's competitors. As such, Aorfix(TM) can be used to
treat all ranges of neck angulation up to 90 degrees and has
demonstrated an ability to successfully treat a neck angulation of
approximately 133 degrees.
After a 12 month follow-up, data from the U.S. PYTHAGORAS trial
of Aorfix(TM) demonstrated that Aorfix(TM) can successfully treat a
larger patient population than competing devices, including both
standard and difficult to treat cases of AAAs. The Company
recruited 218 patients into the trial, resulting in data from 151
patients with neck angles greater than or equal to 60 degrees and
67 patients with neck angles of less than 60 degrees. The Board was
pleased to report that no aneurysms expanded in patients with neck
angles of less than 60 degrees and just 1.8 per cent. of aneurysms
expanded in patients with high neck angles. These results compare
favourably with the results of other competing devices in normal,
less tortuous anatomies.
The Company's headquarters are located in Oxfordshire, with
operations in Prestwick, Ayrshire and Phoenix, U.S.A. Further
background on the Company can be found on the Company's website
(www.lombardmedical.com).
3 U.S. EVAR Market Overview
In the U.S., AAAs are the 13(th) leading cause of death and the
10(th) leading cause of death in men over the age of 65. There are
approximately 200,000 new cases of AAA diagnosed in the U.S. per
annum. Of these new cases, approximately 45,000 are treated with
EVAR, up to half of that number are treated using open surgery and
the remainder are kept under periodic review as their AAAs are
considered to be not yet large enough to require treatment.
Approximately 15,000 individuals die per annum from an AAA
rupture.
The U.S. EVAR market was estimated to be $625 million in 2012
and is expected to grow to $964 million in 2018, being at 7.5 per
cent. CAGR. It has been estimated that the EVAR market in the U.S.
represents approximately 54 per cent. of the global EVAR
market.
EVAR in the U.S. is carried out in approximately 1,500 centres.
However, of these centres approximately 300 have 'higher volume'
and perform over 36 EVARs per annum, many of which are likely to be
complex/tortuous, representing approximately 50 per cent. of the
U.S. EVAR market.
At present, the U.S. EVAR market is largely serviced by four
companies, each with commercially available FDA-approved devices
for use in treating AAAs with a neck angulation limited to 0 to 60
degrees. Within the indicated range, use of an AAA stent graft in
EVAR is considered to be 'on-label' and approved for use. The four
FDA-approved AAA stent grafts currently available in the U.S. are
approved for use where the AAA neck angle is up to (and including)
60 degrees. In both EU and U.S. territories, Aorfix(TM) is approved
for use in patients with AAA neck angles of up to (and including)
90 degrees. This broad indication, and strong differentiation
resulting from such, creates a meaningful advantage for Aorfix(TM)
over current devices.
The competitive landscape in the U.S. is more favourable to that
in the EU with fewer competitors approved in the 0 to 60 degree
angle market and no competitor with approval to treat neck angles
above 60 degrees. In the EU there are two devices that are approved
for use in patients with AAA neck angles of up to 75 degrees,
specifically where the neck length is at least 15mm. The remainder
of approved devices in the EU are approved for use in cases with up
to 60 degree angles, with the exception of one device which has no
angle indication and is not approved in the U.S.
In a closely regulated and litigious country such as the U.S.,
there is significant focus on 'on-label' use of products.
Physicians are subject to regulatory pressure to avoid, where
possible, 'off-label' use of devices. Aorfix(TM) is approved for
use 'on-label' in patients across a broader indication of neck
angles than its competitors with the consequence that Aorfix(TM)
can be used by physicians in patients displaying highly tortuous
anatomies where such patients would otherwise need to be treated
'off-label' using an AAA device.
The broad indication of Aorfix(TM) will promote the treatment of
AAA using EVAR for some patients where FDA-approved 'on-label'
products were not previously available; current treatment options
are either open surgery or use of 'off-label' devices.
The average selling price of EVAR devices in the U.S. is
materially higher than that of equivalent devices in the EU.
4 U.S. Commercialisation Strategy
The FDA's decision to approve commercialisation of Aorfix(TM) in
the U.S. is a major milestone for the Company and a key driver of
future growth. Initially, in 2013, Lombard Medical will target
approximately 300 centres in which circa 50 per cent. of the EVAR
operations in the U.S. are performed. To this end, the Company has
already hired Michael Gioffredi, President of Operations in the
U.S., who has 30 years' experience in healthcare companies, the
majority of which has been in vascular sales and marketing roles.
The Company is in the process of recruiting and training a field
sales force of approximately 20 individuals, including two regional
managers, ahead of a launch in the U.S. in the second half of 2013.
The sales representatives that are being recruited come from a
large pool of experienced sales representatives and have experience
in EVAR, peripheral vascular sales or related fields and will
receive in-depth training in Aorfix(TM) and the procedure itself,
to proctor level. The training will cover both the Aorfix(TM)
product and the treatment of challenging anatomy. The physician
training programme is intended to involve six hours of classroom
and computer simulation training that will include a description of
the product, deployment of Aorfix(TM) in plastic models, deployment
training on computerised simulators and a review of trial data and
outcomes.
Marketing efforts for Aorfix(TM) will be focussed on exploiting
the device's unique label in the underserved tortuosity segment
which represents up to 30 per cent. of all EVARs. The Company
calculates this segment of the market to be currently valued at
approximately $185 million and it is expected to grow to
approximately $290 million by 2018. Aorfix(TM) is the only approved
device to treat such highly angulated cases, which are an important
part of the overall tortuosity segment, and compares favourably to
other approved EVAR devices when treating less challenging
anatomies (0 to 60 degrees).
Under the Company's current business plan, the intention is to
increase the sales force by an additional 20 sales representatives
and two regional managers by the end of 2015 which will take the
sales force to 37 representatives plus four regional managers. The
timing of any such new hires will be dependent on sales performance
and this will enable the Company to further penetrate the U.S. AAA
market.
5 Regulatory
As detailed above, the Company received U.S. FDA approval of
Aorfix(TM) for the endovascular repair of AAAs in February 2013.
Additionally, Lombard Medical has made progress across two new
product development projects for the treatment of AAA, in line with
its continuous commitment to provide innovative endovascular
solutions which meet clinicians' needs and improve patient
outcomes.
The first project is focussed on improving clinicians'
experience during Aorfix(TM) stent graft delivery. The new delivery
system for Aorfix(TM), called Aorflex(TM), introduces a number of
enhanced features with clear clinical benefits and has received
encouraging feedback from clinicians since its European launch in
April 2012. The Company has sought real time U.S. regulatory
approval for Aorflex(TM) which it expects to launch in the second
half of 2013. The revision to the current device only requires
small changes and, as such, the Company understands that no
in-patient data is required for this approval and therefore expects
to receive such approval by the end of July 2013.
The Company has also made significant progress towards expanding
the size range of Aorfix(TM), thereby addressing the needs of
patients with AAAs with aortic neck diameters either too large or
too small for the current product size range. Based on published
clinical data, management estimates this to be up to 25 per cent.
of the total AAA patient population. A wider range of sizes will be
available for custom order (customised to a physician's
requirements and not requiring a CE Mark) in Europe in the second
half of 2013. A clinical study to support regulatory approval of
the most widely used combinations of sizes in the expanded size
range is anticipated to commence in 2014.
The Company is planning further iterations of the Aorfix(TM)
product and its delivery system, including a reduction in the
device profile and the inclusion of a repositionable graft top-end
to assist the physician in placing the graft accurately during the
procedure. The Company will work closely with the regulatory bodies
in the U.S. and the EU to plan the optimal route to market and
these routes may involve the gathering of clinical data in a
clinical trial setting.
The Company will also incur further expenditure on clinical
trials in the U.S., as it continues to follow the patients treated
in the PYTHAGORAS trial and will start a post approval study,
required under the terms of the U.S. approval.
Medico's Hirata Inc., the Company's Japanese distribution
partner, has filed for regulatory approval of Aorfix(TM) in Japan
and the Company anticipates receiving such approval in 2014. The
Company estimates that the Japanese EVAR market is worth up to $100
million per annum. In March 2013, the Company received $2.5 million
from the $5.0 million convertible loan facility granted by Medico's
Hirata Inc.
6 Intellectual Property
As announced on 7 May 2013, the Company has filed a petition
with the US Patent and Trademark Office (USPTO) for Inter Partes
Review of the validity of the broadest claims of U.S. patent No.
6,306,141 (the "141 patent"), entitled "Medical devices
incorporating stress-induced martensite (SIM) alloy elements",
which is assigned to Medtronic Inc.
The Company believes that claims of the 141 patent directed to
the use of a shape memory alloy exhibiting SIM in a medical device,
are invalid because the use of self-expanding shape memory alloys
utilising stress induced martensite (an inherent property of all
Nitinol based devices that exhibit thermally induced martensite
(TIM)) for medical devices was well known before the patent was
filed. As such, the claims in the 141 patent are invalid and not
entitled to protection under the U.S. patent laws. A final
determination by the Patent and Trademark Appeals Board (PTAB) of
the validity of the 141 patent will be issued within 18 months
after institution of the Inter Partes Review. No counterpart
patents to the 141 patent are in force in other territories outside
of the U.S.
The Company does not believe it infringes the 141 patent and
will launch Aorfix(TM) in the second half of 2013 as planned.
The procedure for conducting Inter Partes Review took effect on
September 16, 2012 and applies to any patent issued before, on, or
after 16 September 2012. As noted in The White House press release
on occasion of President Obama signing the America Invents Act into
law "The Patent and Trademark Office will offer entrepreneurs new
ways to avoid litigation regarding patent validity, at cost
significantly less expensive than going to court" (16 September
2011).
The Inter Partes Review process begins with the filing of a
petition by a third party (a person who is not the owner of the
patent). Once a petition has been filed, a patent owner will have
three months to respond to the petition and the PTAB will have
three months after that to consider whether the petition raises a
substantial new question of patentability. Once the proceeding is
instituted, the PTAB will issue a final determination of invalidity
within 1 year (extendable for good cause by 6 months). A petition,
once filed for Inter Partes Review, can be withdrawn by the
applicant at any stage of the process.
7 Background to, reasons for and use of proceeds of, the Fundraising
Following receipt of FDA approval in February this year, the
second tranche of Lombard Medical's May 2011 Fundraising was
triggered and the Company received net proceeds of GBP13.5 million.
The Company is using the proceeds from the second tranche of the
May 2011 Fundraising to build its own direct sales force and
marketing infrastructure in order to launch Aorfix(TM) in the U.S.
in the second half of 2013. The proceeds from this second tranche
will also be used to expand production capacity to meet anticipated
demand for Aorfix(TM), complete the planned extension of stent
graft sizes and develop the next generation, lower profile delivery
device.
As at 30 April 2013, the Company had existing cash resources of
GBP15.2 million.
The Company expects to use the net proceeds of the proposed
Placing and Subscription of GBP20 million, together with these
existing cash resources, approximately as follows:
-- Build sales and marketing infrastructure ahead of U.S.
commercial launch in the second half of
2013 (10 per cent.)
-- Post U.S. launch - continue to grow Aorfix(TM) market share in U.S. (35 per cent.)
-- Expand Aorfix(TM) production capacity (17 per cent.)
-- Develop next generation products, line extensions and delivery devices (17 per cent.)
-- Clinical trials (10 per cent.)
-- Grow rest of the world sales of Aorfix(TM) and launch in
select new territories (including Japan in 2014) (11 per cent.)
The Directors currently anticipate that the proceeds of this
proposed Placing and Subscription will enable the Company to
achieve its longer-term goals in the U.S. market and to support
Lombard Medical's strategy through to cash generation.
Additionally, the funds raised in the Offer, of up to GBP2.0
million will be used by the Company for general working capital
purposes.
8 Details of the Placing and Subscription
The Company proposes to raise GBP20.9 million (before expenses)
through the placing through Canaccord Genuity and WG Partners,
joint brokers to the Fundraising. In addition, the Participating
Directors have each entered into Subscription Agreements with the
Company thereby raising, in aggregate, a further GBP72,500 (before
expenses). Together, the Placing and the Subscription will raise a
total of GBP21.0 million (before expenses). Neither the Placing nor
the Subscription are being underwritten.
The Placing Shares and the Subscription Shares will be issued at
the Issue Price. The Issue Price represents a discount of 5 per
cent. to the closing middle market price of 184.5 pence per
existing Ordinary Share on 23 May 2013 (being the last practicable
date prior to the date of this announcement).
The following Directors have agreed to subscribe GBP72,500 in
aggregate (before expenses) pursuant to the Subscription at the
Issue Price:
Name Subscription Amount (GBP)
John Barry Rush 7,500
Simon Hubbert 10,000
Ian Leslie Ardill 15,000
Dr. Peter William Phillips 5,000
Simon John Neathercoat 5,000
Craig Robert Rennie 15,000
Professor Martin Terry Rothman 15,000
------------------------------
72,500
==============================
Note that Timothy John Haines (being the non-executive director
nominated by Abingworth pursuant to the subscription agreement
dated 20 April 2011) is prevented by the fund arrangements of
Abingworth from participating in the Subscription.
Further details on the Directors and their interests are set out
in Part IV of the circular.
Assuming that Resolutions 1 and 2 are passed, it is expected
that Admission will become effective and that dealings in the
Placing Shares and Subscription Shares pursuant to the Fundraising
will commence at 8.00 a.m. on 17 June 2013. The Placing Shares and
Subscription Shares to be issued pursuant to the Fundraising will
be issued fully paid and will rank equally in all respects with the
existing Ordinary Shares.
Further details of the Placing and Subscription are contained in
Part II of the circular.
9 Details of the Offer
The Company considers it important that Qualifying Participants
have an opportunity to participate in the Fundraising. The Company
is therefore proposing to invite Qualifying Participants to
subscribe for up to 1,142,857 Offer Shares at the Issue Price
pursuant to a conditional Offer to raise, in aggregate, up to an
additional GBP2.0 million (before expenses) (the "Offer
Threshold"). In the event that Qualifying Participants apply for,
in aggregate, an amount that is greater than the Offer Threshold,
the Directors will use their discretion to scale back such
applications such that this threshold is not exceeded. Assuming
that Resolutions 1 and 2 are passed, it is expected that Admission
will become effective and that dealings in the Offer Shares
pursuant to the Offer will commence at 8.00 a.m. on 17 June 2013.
For further information on the Offer, please see Part II of the
circular and for details of the terms and conditions of the Offer
please see Part III of the circular.
In order to apply for Offer Shares, Qualifying Participants
should complete the enclosed Application Form in accordance with
the instructions set out in Part III of the circular and on the
Application Form and return it and the appropriate remittance, by
post, to Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU or by hand (during normal
business hours only) to Capita Registrars at that address together,
in each case, with payment in full, so as to be received no later
than 11.00 a.m. on 12 June 2013.
10 Conversion of the Convertible Loan Notes
Following receipt of shareholder approval on 27 March 2012,
Lombard Medical issued the Convertible Loan Notes to its largest
Shareholder, IAML. The proceeds of the Convertible Loan Notes
(GBP3.0 million before expenses) were to be applied towards general
working capital purposes to ensure that the Company would be able
to continue operating at its then current levels should a short
delay have occurred in obtaining FDA approval.
The terms of the Loan Note Instrument agreed at the time of
issuance of the Convertible Loan Notes state that, subject to any
conversion rights being exercised by the CLN Holder, the
Convertible Loan Notes would be repayable by the Company on 1
September 2013. The terms of the Loan Note Instrument also provide
that the CLN Holder will be, at any time between 1 July 2013 and 1
September 2013, entitled to convert the Convertible Loan Notes plus
any accrued but unpaid interest into Ordinary Shares at a
conversion price of 140 pence per Ordinary Share.
The terms agreed at the time of issuance further stated that in
the event that there is at any time, or by reference to any record
date, while the Convertible Loan Notes remain in issue the
following:
a) any allotment or issue of equity securities by the Company by
way of capitalisation of profits or
reserves;
b) any cancellation, purchase or redemption of equity
securities, or any reduction or repayment of
equity securities by the Company;
c) any sub-division or consolidation of equity securities by the Company; and/or
d) any issue of securities or other instruments convertible into
shares in, or equity securities of the Company or any grant of
options, warrants or other rights to subscribe for, or call for the
allotment or issue of, shares in, or equity securities of the
Company, save any issue of equity securities of the Company
pursuant to the exercise of options granted to employees or
Directors or which are permitted under the Company's articles of
association or pursuant to the May 2011 Fundraising, such
adjustment will be made to the number and nominal value of the
Ordinary Shares to be converted as the professional advisors or
auditors of the Company for the time being consider necessary.
The effect of such an adjustment would be that, after it has
been made and on Conversion, the CLN Holder would be entitled to
receive the same percentage of the issued share capital of the
Company carrying the same proportion of votes exercisable at a
general meeting of Shareholders and the same entitlement to
participate in distributions of the Company, in each case as nearly
as practicable, as would have been the case had no such event
occurred (and making such reduction or increase as is necessary to
the premium, arising on the issue and allotment of Ordinary Shares
on Conversion).
Your Board announces today that it has sought approval from
Shareholders who are independent of IAML and who together hold more
than 50 per cent. of those existing Ordinary Shares held by
independent shareholders, excluding those existing Ordinary Shares
held by IAML, to amend the terms of the Convertible Loan Notes
issued to IAML in March 2012. Having obtained such approval, the
terms of the Convertible Loan Notes have been amended to enable the
Company to agree in writing to conversion of the GBP3.0 million
principal amount of the Convertible Loan Notes (but not accrued but
unpaid interest) into new Ordinary Shares in accordance with the
terms of the Loan Note Instrument prior to 1 July 2013. Following
receipt of independent shareholder approval for the amendment to
the terms, IAML has, as the CLN Holder, requested and the Company
has agreed to such earlier conversion and, accordingly, 2,142,857
new Ordinary Shares have been issued and allotted to IAML.
Accordingly, following Conversion, IAML will hold 14,061,610
Ordinary Shares representing 43.5 per cent. of the issued share
capital of the Company. Following Conversion and Admission, IAML
will (assuming no take up under the Offer) hold 17,464,134 Ordinary
Shares representing 39.4 per cent. of the issued share capital of
the Company. Further details of IAML's shareholding in the Company
are contained in Part IV, paragraph 5 of the circular.
11 Grant of Options
As at the date of the circular, the Company has options
outstanding over 2,240,455 existing Ordinary Shares representing
7.4 per cent. of the current issued share capital of the Company
(the "Outstanding Options"). The Outstanding Options held by the
Directors number 1,445,179 (representing 4.8 per cent. of the
current issued share capital of the Company).
The Remuneration Committee of the Company has consulted with the
Company's major Shareholders and has agreed to revise the Company's
Share Option Scheme for certain Directors and management of the
Company.
The first performance criteria for the Outstanding Options is
the achievement of FDA approval for Aorfix(TM) . Although FDA
approval was received in February this year, this performance
criteria was not achieved as a result of the later than expected
grant of FDA approval. Consequently, the Remuneration Committee of
the Company considers that the subsequent performance criteria for
the Outstanding Options are no longer achievable. In accordance
with the terms of the Company's Share Option Scheme, it has agreed
to amend the performance criteria that apply in respect of the
Outstanding Options in order to reflect the Company's current and
future business plans. The Company's Share Option Scheme will
remain based on the achievement by the Company of a majority of
budgeted revenue.
In connection with the Fundraising and the second tranche of the
May 2011 Fundraising, the Remuneration Committee of the Company has
agreed to issue new options to subscribe for up to 3,597,669
Ordinary Shares in aggregate in accordance with the Share Option
Scheme (representing up to 8.1 per cent. of the Company's Enlarged
Share Capital assuming no take up under the Offer) (the "New
Options"). Of this total, the new options to be issued to the
Directors will number 1,841,926 (representing 4.2 per cent. of the
Company's Enlarged Share Capital assuming no take up under the
Offer).
The New Options will be granted by the Company to certain
Directors and management of the Company before the General Meeting,
conditional on the passing of Resolutions 1 and 2. The exercise
price per Ordinary Share at which the New Options will be issued
will, in accordance with the rules of the Share Option Scheme,
constitute the average market price of the Ordinary Shares over the
three days preceding the date of the grant of the New Options. The
vesting of the New Options will be subject to certain performance
criteria to be determined by the Remuneration Committee, to reflect
the Company's current and future business plans and will remain
based on the achievement by the Company of a majority of budgeted
revenue.
Following the grant of the New Options there will be outstanding
options in issue over 5,838,124 Ordinary Shares (representing 13.2
per cent. of the Company's Enlarged Share Capital assuming no take
up under the Offer). Of this total, the options outstanding issued
to the Directors will number 3,287,105 (representing 7.4 per cent.
of the Company's Enlarged Share Capital assuming no take up under
the Offer). The maximum number of share options outstanding at any
point in time will be 15 per cent. of the Company's issued share
capital at that time.
12 Current trading and prospects
On 9 April 2013, the Company published its final results for the
financial year ended 31 December 2012. Within this period, demand
for Aorfix(TM) (measured by patients treated) increased 13 per
cent. in main EU markets (UK, Germany, Italy and Spain), with 32
per cent. growth in Germany reflecting the expansion of Lombard
Medical's direct sales team.
On 14 February 2013, the Company received U.S. FDA approval of
Aorfix(TM) for the endovascular repair of AAAs which triggered the
receipt of net proceeds of GBP13.5 million pursuant to the second
tranche of the May 2011 Fundraising. Subsequently, and as a result
of being granted FDA approval, the Company received $2.5 million
from the $5.0 million convertible loan facility granted by Medico's
Hirata Inc., the Company's distribution partner in Japan.
Since publication of the final results, the Company has
continued to trade in line with management's expectations.
13 Board Changes
Pursuant to the subscription agreement dated 20 April 2011
entered into between the Company, Abingworth and MVM in connection
with the May 2011 Fundraising, it was agreed that Abingworth and
MVM would each be entitled to appoint one non-executive Director to
the Board, provided that, and for so long as, they each held not
less than 5 per cent. of the issued share capital of the Company.
Accordingly, the Company's existing articles of association contain
relevant provisions to enshrine such rights no longer apply.
Following Admission and assuming no take up under the Offer, MVM
will hold 3.5 per cent. of the Company's Enlarged Share Capital.
Accordingly, Thomas Casdagli, being the non-executive director
appointed by MVM in accordance with its right to appoint a
non-executive director for so long as MVM holds in excess of 5 per
cent. of the issued share capital of the Company has resigned from
the Board yesterday, 23 May 2013. In connection with this, the
Directors propose that the New Articles be adopted with the
amendments required to clarify that the relevant provisions
regarding MVM's ability to appoint a non-executive director. The
Board thanks Thomas for his service as a Director since his
appointment in 2011.
As announced in the 2012 full year results, after two years of
service as Lombard Medical's Chairman and following the recent
achievement of FDA approval for Aorfix(TM) in the U.S., John Rush
has decided to step down as Chairman of the Company but will
continue to serve on the Board as a non-executive director. The
Board continues the process to find a candidate to replace John as
Chairman of the Board, and a short list of potential candidates has
now been produced.
14 Related Party Transactions
The issue by the Company of the Convertible Loan Notes to IAML
in March 2012 constituted a related party transaction for the
purposes of the AIM Rules (the "Original Related Party
Transaction").
The agreement by the Company to amend the terms of the
Convertible Loan Notes to enable the Company to agree in writing
the early Conversion prior to 1 July 2013 and its election to
permit the amendment of the terms of the Convertible Loan Notes,
constitute amendments of the Original Related Party Transaction for
the purposes of the AIM Rules. Prior to Conversion, IAML has an
interest in 11,918,753 Ordinary Shares representing 39.5 per cent.
of the issued share capital of the Company. Following Conversion,
IAML will have an interest in 14,061,610 Ordinary Shares
representing 43.5 per cent. of the issued share capital of the
Company.
Owing to the size of IAML's shareholding in the Company prior to
the Conversion, the amendment of the terms of the Convertible Loan
Note will constitute a related party transaction for the purposes
of the AIM Rules.
The Directors consider, having consulted the Company's nominated
adviser, Canaccord Genuity, that the amendments to the Original
Related Party Transaction are fair and reasonable insofar as
Shareholders are concerned.
In providing advice to the Directors, Canaccord Genuity has
taken account of the commercial assessments of the Directors.
Following Conversion, IAML will hold approximately 43.5 per
cent. of the then issued share capital of the Company and
Abingworth will hold approximately 17.7 per cent. of the then
issued share capital of the Company. Owing to the size of each of
IAML's and Abingworth's shareholdings in the Company, the
participation by IAML and/or Abingworth in the Placing means that
the Fundraising constitutes a related party transaction for the
purposes of the AIM Rules.
IAML will have an interest in 17,464,134 Ordinary Shares
following Admission, representing not more than 39.4 per cent. of
the Enlarged Share Capital (assuming no take up under the Offer).
Abingworth will have an interest in 7,984,725 Ordinary Shares
following Admission, representing not more than 18.01 per cent. of
the Enlarged Share Capital (assuming no take up under the Offer).
Further detail on IAML's and Abingworth's shareholding in the
Company as a result of its participation in the Placing is set out
in Part IV, paragraph 5 of the circular.
The Directors consider, having consulted the Company's nominated
adviser, Canaccord Genuity, that participation by IAML and
Abingworth in the Placing is fair and reasonable insofar as
Shareholders are concerned.
In providing advice to the Directors, Canaccord Genuity has
taken account of the commercial assessments of the Directors.
15 General Meeting
The Directors currently have existing authorities to allot
shares and to disapply pre-emption rights under section 551 and
section 570 of the Act which were recently obtained at the
Company's Annual General Meeting held on 23 May 2013. However,
these would be insufficient to enable the Company to allot and
issue the full amount of the Fundraising Shares. Accordingly, in
order for the Company to allot and issue the Fundraising Shares,
the Company needs to obtain approval from its Shareholders to grant
the Board additional authority to issue new Ordinary Shares and to
disapply statutory pre-emption rights which would otherwise apply
to the issue of the Fundraising Shares. The Company is therefore
seeking Shareholder consent to increase the Directors' general
authority to allot securities and disapply pre-emption rights
pursuant to sections 551, 570 and 571 of the Act respectively.
A notice has been sent to shareholders convening the General
Meeting to be eld at 11.00 a.m. on 14 June 2013, at the offices of
Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London
EC4R 9HA, at which the following Resolutions will be proposed for
the purposes implementing the Fundraising:
-- Resolution 1 - an ordinary resolution to authorise the
Directors, for the purposes of section 551 of the Act, to allot
shares in the Company or grant rights to subscribe for or convert
any security into shares in the Company up to a maximum aggregate
nominal amount of GBP2,628,571.40 in connection with the
Fundraising;
-- Resolution 2 - a special resolution, subject to and
conditional upon the passing of Resolution 1, to disapply statutory
pre-emption rights up to a maximum aggregate nominal amount of
GBP2,628,571.40 in connection with the Fundraising; and
-- Resolution 3 - a special resolution to authorise the Company to adopt the New Articles.
Resolution 1 requires a simple majority of those persons voting
in person or on a poll in favour of the Resolution. Resolutions 2
and 3 will require approval by not less than 75 per cent. of the
votes cast by Shareholders voting in person or on a poll.
Resolutions 1 and 2 seek authority for the issue and allotment
on a non-pre-emptive basis of up to a maximum aggregate nominal
amount of GBP2,628,571.40 in connection with the Fundraising. This
relates to the maximum possible nominal amount of new Ordinary
Shares that the Company could be required to issue and allot to the
Placees, Subscribers and Qualified Participants in connection with
the Fundraising which
is 13,142,857 Fundraising Shares.
Shareholders should note that Resolution 2 is conditional upon
the passing of Resolution 1 with the consequence that, if either
Resolution 1 or Resolution 2 is not passed, the Fundraising will
not proceed.
16 Irrevocable Undertakings
The Company has received an irrevocable undertaking from IAML in
respect of 11,918,753 Ordinary Shares, in aggregate, representing
39.5 per cent. of the existing Ordinary Shares in issue to vote in
favour of the Resolutions and not to take up their entitlement
under the Offer.
The Company has received an irrevocable undertaking from
Abingworth in respect of 5,714,285 Ordinary Shares, representing
18.9 per cent. of the existing Ordinary Shares in issue to vote in
favour of the Resolutions.
The Company has received an irrevocable undertaking from MVM in
respect of 1,571,428 Ordinary Shares, representing 5.2 per cent. of
the existing Ordinary Shares in issue to vote in favour of the
Resolutions
The Company has received an irrevocable undertaking from LSP in
respect of 2,000,000 Ordinary Shares, representing 6.6 per cent. of
the existing Ordinary Shares in issue to vote in favour of the
Resolutions.
In total, the Company has therefore received irrevocable
undertakings to vote in favour of the Resolutions in respect of
21,204,466 Ordinary Shares representing 70.2 per cent. of the
existing Ordinary Shares in issue.
Recommendation
Shareholders should note that, if the resolutions to be proposed
at the General Meeting are not passed, the Fundraising will not
proceed. Without the proceeds of the Fundraising, the Company will
not have sufficient working capital to continue trading, according
to its current business plan, beyond early 2014. Accordingly, if
the Fundraising does not proceed, the Board will need to consider
alternative sources of funding, which may or may not be
forthcoming.
The Directors unanimously recommend that Shareholders vote in
favour of the Resolutions as they intend to do in respect of their
own beneficial holdings of existing Ordinary Shares amounting, in
aggregate, to 612,181 existing Ordinary Shares, representing
approximately 2.0 per cent. of the existing issued ordinary share
capital of the Company.
KEY STATISTICS
Number of Ordinary Shares in issue as at the date of the circular 30,201,812
Number of CLN Shares to be issued pursuant to the Conversion 2,142,857
Number of Ordinary Shares in issue immediately following Conversion 32,344,669
Number of Placing Shares being placed on behalf of the Company pursuant to the Placing 11,958,572
Number of Subscription Shares being subscribed for pursuant to the Subscription 41,428
Maximum number of Offer Shares being offered pursuant to the Offer 1,142,857
Issue Price 175 pence
Estimated proceeds receivable by the Company, net of expenses(1) GBP20 million
Number of new Ordinary Shares to be issued pursuant to the Fundraising(1) 12,000,000
Number of Ordinary Shares in issue following Admission of the Fundraising Shares(1) 44,344,669
Fundraising Shares as a percentage of the Enlarged Share Capital(1) 27.1%
1. Following Conversion and assuming no take up under the Offer.
Following the Conversion and assuming that there is full take up
under the Offer, the estimated proceeds receivable by the Company
(net of expenses) pursuant to the Fundraising will be GBP22
million, the maximum number of new Ordinary Shares to be issued
pursuant to the Fundraising will be 13,142,857, the number of
Ordinary Shares in issue following Admission of the Fundraising
Shares will be 45,487,526 and the Fundraising Shares as a
percentage of the Enlarged Share Capital will be 28.9 per cent.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Offer Record Date 5.00 p.m. on 21 May 2013
Announcement of the Placing, Subscription 24 May 2013
and Offer, date of the circular and posting
of the circular, Application Forms and Forms
of Proxy
Latest time and date for receipt of completed 11.00 a.m. on 12 June 2013
Forms of Proxy, Application Forms and payment
in full by participating Qualifying Participants
under the Offer
Results of the conditional uptake of the by 11.00 a.m. on 13 June 2013
Offer announced through a Regulatory Information
Service
General Meeting 11.00 a.m. on 14 June 2013
Results of the General Meeting announced 14 June 2013
through a Regulatory Information Service
Expected date on which Admission and dealings 8.00 a.m. on 17 June 2013
in the CLN Shares and the Fundraising Shares
will commence on AIM
Expected date by which CREST accounts are 17 June 2013
to be credited for Fundraising Shares in
uncertificated form
Expected date for posting of new share certificates By 1 July 2013
for the Fundraising Shares in certificated
form
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service. References to time in the
circular are to London time. The timetable above assumes that the
Resolutions are passed at the General Meeting without
adjournment.
The Company's SEDOL code is B7FT8W8 and ISIN code is
GB00B7FT8W85.
Definitions
The following definitions apply throughout unless the context otherwise
requires:
"Abingworth" Abingworth LLP and Abingworth Bioventures
V Co-Invest Growth Equity Fund LP and Abingworth
Bioventures V LP, each being funds managed
by Abingworth LLP
"Act" the Companies Act 2006 (as amended from
time to time)
"A Deferred Shares" the A deferred shares of 0.862 pence each
in the capital of the Company
"Admission" admission of the CLN Shares and the Fundraising
Shares to trading on AIM
"AIM" a market operated by London Stock Exchange
"AIM Rules" the rules for companies with a class of
securities admitted to AIM and their nominated
advisers governing the admission to and
operation of AIM as published by the London
Stock Exchange from time to time
"Application Form" the application form accompanying the circular
on which Qualifying Participants may apply
for Offer Shares under the Offer
"B Deferred Shares" the B deferred shares of 1 pence each in
the capital of the Company
"Bradshaw" Bradshaw Asset Management Limited, being
a shareholder of the Company
"Business Day" a day not being a Saturday or a Sunday or
a bank or public holiday in England on which
clearing banks are open for business in
the City of London
"Canaccord Genuity" Canaccord Genuity Limited, nominated adviser
to the Company and joint broker for the
purposes of the Fundraising
"Capita Registrars" a trading name of Capita Registrars Limited,
registrars and receiving agent to the Company
"C Deferred Shares" the C deferred shares of 0.9 pence each
in the capital of the Company
"CLN Holder" the holder of the Convertible Loan Notes
from time to time
"CLN Shares" the 2,142,857 new Ordinary Shares to be
"Company" or "Lombard issued pursuant to the Conversion
Medical" Lombard Medical Technologies PLC
"Conversion" conversion of the GBP3.0 million principal
amount of the Convertible Loan Notes (but
not accrued but unpaid interest) into new
Ordinary Shares in accordance with the terms
of the Loan Note Instrument
"Convertible Loan the GBP3 million in nominal amount of 8.0
Notes" per cent. unsecured convertible redeemable
loan notes of the Company created and constituted
on the terms of the Loan Note Instrument
and as varied on 24 May 2013
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (as amended))
in respect of which Euroclear is the operator
(as defined in those regulations)
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
"Enlarged Share Capital" the entire issued share capital of the Company
following Conversion and Admission
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"evYsio" evYsio Medical Devices ULC
"FCA" the Financial Conduct Authority
"Fidelity" FIL Investments International as agent for
and on behalf of Fidelity Funds SICAV in
relation to certain of its sub-funds
"Financial Promotion the Financial Services and Markets Act 2000
Order" (Financial Promotion) Order 2005 (as amended)
"Form of Proxy" the form of proxy accompanying the circular
for use in connection with the General Meeting
"Fundraising" together the Placing, Subscription and Offer
"Fundraising Shares" the Placing Shares, Subscription Shares
and the Offer Shares
"General Meeting" the general meeting of the Company to be
held at the offices of Berwin Leighton Paisner
LLP at Adelaide House, London Bridge, London
EC4R 9HA at 11.00 a.m. on 14 June 2013 (or
any adjournment thereof) to approve the
Resolutions
"Group" the Company, its subsidiaries and its subsidiary
undertakings
"IAML" Invesco Asset Management Limited, a wholly-owned
subsidiary of Invesco Limited, acting as
agent for and on behalf of its discretionary
managed clients
"Inter Partes Review" a relatively new proceeding arising from
provisions in the America Invents Act (2011)
which is conducted before the PTAB and during
which the PTAB determines whether the claims
in a patent are invalid in view of the prior
art, i.e., whether the patent should ever
have been issued.
"Issue Price" the price at which the Fundraising Shares
are to be issued and allotted pursuant to
the Fundraising, being 175 pence per Fundraising
Share
"Loan Note Instrument" the loan note instrument of the Company
dated 27 March 2012 constituting the Convertible
Loan Notes, as varied on 24 May 2013
"London Stock Exchange" London Stock Exchange plc, its subsidiaries
and subsidiary undertakings
"May 2011 Fundraising" the two tranche equity fundraising approved
by Shareholders on 6 May 2011 and pursuant
to which the Company received net proceeds
of GBP12.2 million in May 2011 under the
first tranche and of GBP13.5 million in
February 2013 pursuant to the second tranche
of such equity fundraising
"MVM" MVM Life Science Partners LLP and MVM Fund
III LP and MVM Fund III (No. 2) LP, being
funds managed by MVM Life Science Partners
LLP
"New Articles" the new articles of association of the Company
to be adopted pursuant to Resolution 3,
further details of which are contained in
paragraph 13 of Part I of the circular
"Notice of General the notice convening the General Meeting,
Meeting" a copy of which is set out at the end of
the circular
"Octopus Investments" Octopus Investments Ltd
"Offer" the offer of the Offer Shares on the terms
and conditions set out in Part III of the
circular and the Application Form accompanying
the circular
"Offer Record Date" the record date in relation to the Offer,
being 5.00 p.m. on 21 May 2013
"Offer Shares" up to 1,142,857 new Ordinary Shares to be
issued to Qualifying Participants in connection
with the Offer and whose allotment and issue
is conditional, amongst other things, on
the approval of Resolution 1 and Resolution
2 by Shareholders at the General Meeting
"Offer Threshold" the aggregate maximum subscription under
the Offer (before expenses) of up to GBP2.0
million
"Option Schemes" the Lombard Medical Technologies PLC Share
Option Plan and the Lombard Medical Technologies
PLC Share Option Plan (2005)
"Ordinary Shares" the ordinary shares of 20 pence each in
the capital of the Company
"Participating Directors" those Directors participating in the Subscription,
further details of which are contained in
this announcement and Part I, paragraph
8 of the circular
"Placees" subscribers for Placing Shares pursuant
to the Placing Agreement and the terms and
conditions of the Placing
"Placing" the proposed placing of the Placing Shares
at the Issue Price with the Placees by Canaccord
Genuity and WG Partners on behalf of the
Company pursuant to the Placing Agreement
"Placing Agreement" the conditional agreement dated 24 May 2013
entered into between the Company, Canaccord
Genuity and WG Partners relating to the
Placing
"Placing Shares" the 11,958,572 new Ordinary Shares to be
placed for cash in connection with the Placing
and whose allotment and issue is conditional,
amongst other things, on the approval of
Resolution 1 and Resolution 2 by Shareholders
at the General Meeting
"Prospectus Rules" the Prospectus Rules published by the FCA
"PTAB" the U.S. Patent Trial and Appeals Board
"Qualifying Employees" persons employed by any member of the Group
on the Offer Record Date who are in any
jurisdiction in which the offer to sell
or invitation to subscribe for the Offer
Shares is not unlawful and does not require
the Offer or the Offer Shares to be approved
by, or registered with, any regulatory body
"Qualifying Participants" Qualifying Employees and Qualifying Shareholders
"Qualifying Shareholders" Shareholders on the register of members
of the Company on the Offer Record Date
who are in any jurisdiction in which an
offer to sell or invitation to subscribe
for the Offer Shares is not unlawful and
does not require the Offer or the Offer
Shares to be approved by, or registered
with, any regulatory body
"Regulation D" Regulation D promulgated under the Securities
Act
"Resolutions" the resolutions set out in the Notice of
General Meeting and "Resolution" shall mean
any one of them
"Securities Act" the United States Security Act of 1933 (as
amended)
"Shareholders" the holders of Ordinary Shares
"Share Option Scheme" the Lombard Medical Technologies PLC Share
Option Plan and the Lombard Medical Technologies
PLC Share Option Plan
"Subscribers" the Participating Directors who have conditionally
agreed to subscribe for the Subscription
Shares pursuant to the Subscription Agreements
"Subscription" the proposed subscription of the Subscription
Shares at the Issue Price pursuant to the
Subscription Agreements
"Subscription Agreements" the agreements entered into between the
Company and each of the Subscribers, further
details of which are set out in Part II
of the circular
"Subscription Shares" the 41,428 new Ordinary Shares to be issued
to the Subscribers in connection with the
Subscription and whose allotment and issue
is conditional, amongst other things, on
the approval of Resolution 1 and Resolution
2 by Shareholders at the General Meeting
"subsidiaries" and have the meaning set out in section 1162
"subsidiary undertakings" of the Act
"Takeover Code" the City Code on Takeovers and Mergers
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"U.S." or "U.S.A" the United States of America, each state
thereof, its territories and possessions,
and all areas subject to its jurisdiction
"WG Partners" WG Partners, a trading name of Charles Stanley
& Co Limited, joint broker to the Fundraising
"GBP"and "p" respectively pounds and pence sterling,
the lawful currency of the United Kingdom
Glossary of Scientific and Other Terms
The following definitions apply throughout the circular unless
the context otherwise requires:
abdominal aortic aneurysm a balloon-like enlargement of the aorta which,
or AAA if left untreated, may rupture and cause death
aneurysm a balloon-like enlargement of a blood vessel
resulting from a weakening in the vessel wall
Aorfix(TM) the Company's lead product being an endovascular
stent graft for the treatment of abdominal
aortic aneurysms
Aorflex(TM) the Company's delivery system for Aorfix(TM)
aorta the largest artery in the body, originating
from the left ventricle of the heart and extending
down to the abdomen, where it branches off
into two smaller arteries. The aorta distributes
oxygenated blood to all parts of the body through
the systemic circulation
bifurcated endovascular a tubular device made of fabric attached to
stent graft an expandable metal structure - once the metal
structure is expanded, the device forms a tube
CAGR compound annual growth rate
complex tortuous anatomy extremely curved and twisting blood vessels
Endovascular Aortic a type of minimally invasive surgery used to
Repair (EVAR) treat an abdominal aortic aneurysm with an
endovascular stent graft
FDA the U.S. Food and Drug Administration
Inter Partes Review a new proceeding arising from provisions in
theAmerica Invents Act (2011) and conducted
before, and pursuant to which, theU.S. Patent
Trial and Appeals Board (PTAB) determines whether
claims in a patent are invalid in view of the
prior art, i.e.,whether the patent should ever
have been issued
off-label the practice of prescribing pharmaceuticals
or applying a medical product or procedure
for, for example, an indication, a patient
population, a dosage or route, a condition
of usage or a form of administration that has
not been approved by the relevant regulatory
authority
on-label the practice of prescribing pharmaceuticals
or applying a medical product or procedure
for, for example, an indication, a patient
population, a dosage or route, a condition
of usage or a form of administration that has
been specifically agreed between the manufacturer
and the relevant regulatory authority and included
in the product's labelling
PMA an application for pre-market approval (made
pursuant to the Federal Food, Drug and Cosmetic
Act as amended or superseded from time to time)
to permit the marketing of a Class III device
proctor a person who has been trained in the details
of operating the Aorfix(TM) product, its clinical
applications and results, and who is able to
provide immediate feedback to physicians in
connection with the use of Aorfix(TM) during
the planning and completion of an EVAR procedure
APPENDIX
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY
CANACCORD GENUITY LIMITED ("CANACCORD GENUITY"") and WG PARTNERS, A
TRADING NAME OF CHARLES STANLEY & CO LIMITED ("WG PARTNERS")
WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
THE ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE
"PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN
THE EUROPEAN UNION, OTHER THAN TO "QUALIFIED INVESTORS" AS DEFINED
IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY
THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") OR ENTITIES WHICH ARE
NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES.
The Placing Shares have not been and will not be registered
under the United States 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 may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States absent registration except pursuant to an exemption
from or in a transaction not subject to the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing (as
defined below) is being made outside the United States in offshore
transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S under
the Securities Act and may be made within the United States in
transactions that are exempt from, or not subject to, the
registration requirements under the Securities Act. Persons
receiving this document (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Placing.
This document does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction including, without limitation, the United States,
Canada, Australia, South Africa, Japan or any other jurisdiction in
which such offer or solicitation is or may be unlawful (a
"Prohibited Jurisdiction"). This document and the information
contained herein are not for publication or distribution, directly
or indirectly, to persons in a Prohibited Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or
regulation in any such jurisdiction.
The distribution of this document, the Placing and/or issue of
the Placing Shares in certain jurisdictions may be restricted by
law and/or regulation. No action has been taken by the Company,
Canaccord Genuity or any of the Canaccord Affiliates (as defined
below) or WG Partners or any of the WG Affiliates (as defined
below) that would permit an offer of the Placing Shares or
possession or distribution of this document or any other publicity
material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons receiving this
document are required to inform themselves about and to observe any
such restrictions.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser and joint broker to Lombard Medical Technologies
PLC in relation to the Placing and for no one else in connection
with the Placing and will not be responsible to anyone other than
Lombard Medical Technologies PLC for providing the protections
afforded to clients of Canaccord Genuity Limited or for affording
advice in relation to the Placing, or any other matters referred to
herein.
WG Partners, a trading name of Charles Stanley & Co Limited
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting as joint broker to Lombard
Medical Technologies PLC in relation to the Placing and for no one
else in connection with the Placing and will not be responsible to
anyone other than Lombard Medical Technologies PLC for providing
the protections afforded to clients of Canaccord Genuity Limited or
for affording advice in relation to the Placing, or any other
matters referred to herein.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral offer to take up Placing Shares is deemed to have
read and understood this document in its entirety and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained herein.
Details of the Placing Agreement and the Placing Shares
The Company has entered into a placing agreement (the "Placing
Agreement") with Canaccord Genuity, and WG Partners under which
Canaccord Genuity and WG Partners have, subject to the terms set
out therein, agreed to use reasonable endeavours, as agents of the
Company, to procure Placees for the Placing Shares (the
"Placing").
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with each other.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for admission to trading
Application will be made for admission to trading of the Placing
Shares on the AIM market of the London Stock Exchange
("Admission"). It is expected that Admission will become effective
and that dealings will commence on 17 June 2013, and in any event
no later than 30 June 2013.
Participation in, and principal terms of, the Placing
A single price per Placing Share (the "Placing Price") will be
payable to Canaccord Genuity by all Placees.
Canaccord Genuity and/or WG Partners will confirm orally to
Placees the size of their respective allocations and a trade
confirmation will be dispatched as soon as possible thereafter.
Canaccord Genuity or WG Partners' oral confirmation of the size of
allocations and each Placee's oral commitments to accept the same
will constitute a legally binding agreement pursuant to which each
such Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Placing Price and otherwise on the
terms and subject to the conditions set out herein.
Canaccord Genuity and WG Partners (after consulting with the
Company) reserve the right to scale back the number of Placing
Shares to be subscribed by any Placee. Canaccord Genuity and WG
Partners also reserve the right not to accept offers to subscribe
for Placing Shares or to accept such offers in part rather than in
whole. Canaccord Genuity and WG Partners shall be entitled to
effect the Placing by such method as it shall in its joint
discretion determine. To the fullest extent permissible by law,
neither Canaccord Genuity or any holding company thereof, nor any
subsidiary, branch or affiliate of Canaccord Genuity (each a
"Canaccord Affiliate") nor WG Partners or any holding company
thereof, nor any subsidiary, branch or affiliate of WG Partners
(each a "WG Affiliate") nor any person acting on behalf of any of
the foregoing shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, none of Canaccord Genuity nor any Canaccord Affiliate
thereof, nor WG Partners nor any WG Affiliate thereof, nor any
person acting on behalf of Canaccord Genuity, the Canaccord
Affiliates, WG Partners, the WG Affiliates shall have any liability
to Placees in respect of its conduct of the Placing. No commissions
will be paid to Placees or directly by Placees in respect of any
Placing Shares.
Each Placee's obligations will be owed to the Company, Canaccord
Genuity and to WG Partners. Following the oral confirmation
referred to above, each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to Canaccord
Genuity and WG Partners, to pay to Canaccord Genuity (or as
Canaccord Genuity may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
such Placee has agreed to acquire. The Company shall allot such
Placing Shares to each Placee following each Placee's payment to
Canaccord Genuity of such amount.
All obligations of Canaccord Genuity and WG Partners under the
Placing will be subject to fulfilment of the conditions referred to
below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Canaccord Genuity and WG Partners under the
Placing Agreement are conditional, inter alia, on:
1. Resolutions 1 and 2 in the Notice of General Meeting attached
to the Circular having been duly passed;
2. admission occurring by no later than 8.00 a.m. on 17 June
2013 (or such later date as may be agreed between the Company,
Canaccord Genuity and WG Partners, not being later than 30 June
2013;
3. the Company delivering, by no later than 7.00 a.m. on the day
of (and prior to) Admission, to Canaccord Genuity and WG Partners
certificates confirming, inter alia, that none of the warranties
and undertakings given by the Company in the Placing Agreement have
been breached or was untrue, inaccurate or misleading when made or
would cease to be true and accurate were it to be repeated by
reference to the facts subsisting on the date of the certificates;
and
4. the Company having complied with certain conditions and
obligations set out in the Placing Agreement.
If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Canaccord Genuity
or WG Partners), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. Canaccord Genuity and WG Partners shall not 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 it may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition in the Placing Agreement
or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Right to terminate under the Placing Agreement
Canaccord Genuity and/or WG Partners may, at any time before
Admission, terminate the Placing Agreement by giving notice to the
Company if, amongst other things:
a) in the opinion of Canaccord Genuity and/or WG Partners, the
Warranties are not true and accurate or have become misleading (or
would not be true and accurate or would be misleading if they were
repeated at any time before Admission) by reference to the facts
subsisting at the time when the notice referred to above is given;
or
b) in the opinion of Canaccord Genuity and/or WG Partners, the
Company fails to comply with any of its conditions or obligations
under the Placing Agreement; or
c) in the opinion of Canaccord Genuity and/or WG Partners, there
has been a material adverse change in the financial or trading
position, business or prospects of the Company; or
d) in the absolute discretion of Canaccord Genuity and/or WG
Partners, there has been a change in national or international
financial, political, economic or stock market conditions; an
incident of terrorism, outbreak or escalation of hostilities, war,
declaration of a national emergency or any other disaster or
crisis; a suspension or material limitation in trading of
securities generally on any stock exchange; a general moratorium on
commercial banking activities in London, any EU member state or the
United States declared by any of the relevant authorities; a
disruption in commercial banking or securities settlement or
clearance services in the UK or the United States; or any change or
development involving a prospective change in the financial,
monetary, political or economic conditions or currency exchange
rates or controls in or affecting any one or more international
markets.
By participating in the Placing, each Placee agrees with
Canaccord Genuity and WG Partners that the exercise by Canaccord
Genuity and/or WG Partners of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Canaccord Genuity and/or WG Partners and that
Canaccord Genuity and/or WG Partners need not make any reference to
the Placee in this regard and that, to the fullest extent permitted
by law, Canaccord Genuity and WG Partners shall not have any
liability whatsoever to the Placee in connection with any such
exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and Placees' commitments will be made
solely on the basis of the information contained in this document
and any information previously published by or on behalf of the
Company by notification to a Regulatory Information Service (as
defined in the AIM Rules for Companies of the London Stock
Exchange). Each Placee, by accepting a participation in the
Placing, agrees that the content of this document is exclusively
the responsibility of the Company and confirms to Canaccord Genuity
and WG Partners and the Company that it has neither received nor
relied on any information, representation, warranty or statement
made by or on behalf of Canaccord Genuity or WG Partners (other
than the amount of the relevant Placing participation in the oral
confirmation given to Placees and the trade confirmation referred
to below), any of the Canaccord Affiliates, any of the WG
Affiliates, any persons acting on its behalf or the Company and
none of Canaccord Genuity nor any of the Canaccord Affiliates, nor
WG Partners nor any of the WG Affiliates, nor any persons acting on
its behalf, nor the Company will be liable for the decision of any
Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with Canaccord
Genuity and WG Partners for itself and as agent for the Company
that, except in relation to the information contained in this
document, it has relied on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
GB00B7FT8W85) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions.
Canaccord Genuity and WG Partners reserve the right to require
settlement for and delivery of the Placing Shares to Placees by
such other means that it deems necessary, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this document or would not be consistent with
the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to Canaccord Genuity and settlement instructions. Placees should
settle against CREST ID: 288. It is expected that such trade
confirmation will be despatched on 12 June 2013 and that this will
also be the trade date. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions which it has in place with Canaccord
Genuity.
It is expected that settlement will be on 17 June 2013 on a T+3
basis in accordance with the instructions set out in the trade
confirmation.
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 2 percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Canaccord Genuity and/or WG Partners may sell
any or all of the Placing Shares allocated to the Placee on such
Placee's behalf and retain from the proceeds, for its own account
and profit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The Placee will, however, remain
liable for any shortfall below the aggregate amount owed by such
Placee and it may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Canaccord Genuity, nor WG
Partners nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
document in its entirety and acknowledges that its participation in
the Placing will be governed by the terms of this document;
2. acknowledges that no prospectus or offering document has been
prepared in connection with the placing of the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Canaccord Genuity, the Canaccord Affiliates,
WG Partners, the WG Affiliates and any person acting on behalf of
Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG
Affiliates 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 in this document and
further agrees that the provisions of this document shall survive
after completion of the Placing;
4. acknowledges that the new Placing Shares of the Company will
be admitted to the AIM market of the London Stock Exchange, and the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
the London Stock Exchange (collectively, the "Exchange
Information") and that the Placee is able to obtain or access the
Exchange Information without undue difficulty;
5. acknowledges that neither Canaccord Genuity, nor any of the
Canaccord Affiliates, WG Partners, nor any of the WG Affiliates nor
any person acting on behalf Canaccord Genuity, the Canaccord
Affiliates, WG Partners, the WG Affiliates has provided, and will
not provide it with any material or information regarding the
Placing Shares or the Company; nor has it requested Canaccord
Genuity, any of the Canaccord Affiliates, WG Partners, any of the
WG Affiliates or any person acting on behalf of Canaccord Genuity,
the Canaccord Affiliates, WG Partners, the WG Affiliates to provide
it with any such material or information;
6. acknowledges that the content of this document is exclusively
the responsibility of the Company and that neither Canaccord
Genuity, nor any of the Canaccord Affiliates, WG Partners, nor any
of the WG Affiliates nor any person acting on behalf of Canaccord
Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates
will be responsible for or shall have any liability for any
information, representation or statement relating to the Company
contained in this document or any information previously published
by or on behalf of the Company and neither Canaccord Genuity, nor
any of the Canaccord Affiliates, WG Partners, nor any of the WG
Affiliates nor any person acting on behalf of Canaccord Genuity,
the Canaccord Affiliates, WG Partners, the WG Affiliates will be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this document or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
to subscribe for the Placing Shares is contained in this document
and any Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the
Placing Shares, and that it has relied on its own investigation
with respect to the Placing Shares and the Company in connection
with its decision to subscribe for the Placing Shares and
acknowledges that it is not relying on any investigation that
Canaccord Genuity, any of the Canaccord Affiliates, WG Partners,
any of the WG Affiliates or any person acting on behalf of
Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG
Affiliates may have conducted with respect to the Placing Shares or
the Company and none of such persons has made any representations
to it, express or implied, with respect thereto;
7. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG
Affiliates or any person acting on Canaccord Genuity, the Canaccord
Affiliates, WG Partners, the WG Affiliates' behalf and understands
that (i) none of Canaccord Genuity, the Canaccord Affiliates, WG
Partners, the WG Affiliates nor any person acting on behalf of
Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG
Affiliates has or shall have any liability for public information
or any representation; (ii) none of Canaccord Genuity, the
Canaccord Affiliates, WG Partners, the WG Affiliates nor any person
acting on behalf of Canaccord Genuity, the Canaccord Affiliates, WG
Partners, the WG Affiliates has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
document or otherwise; and that (iii) none of Canaccord Genuity,
the Canaccord Affiliates, WG Partners, the WG Affiliates nor any
person acting on behalf of Canaccord Genuity, the Canaccord
Affiliates, WG Partners, the WG Affiliates makes any representation
or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this document or otherwise;
8. represents and warrants that (i) it is entitled to acquire
the Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Placing and to perform its obligations in relation thereto and will
honour such obligations; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in any
territory and (v) it has not taken any action which will or may
result in the Company, Canaccord Genuity, the Canaccord Affiliates,
WG Partners, the WG Affiliates or any person acting on behalf of
Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG
Affiliates being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing;
9. represents and warrants that the issue to the Placee, or the
person specified by the Placee for registration as holder, of
Placing Shares will not give rise to a liability under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a
clearance system;
10. represents and warrants that it understands that 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 (as defined below);
11. represents and warrants that neither it nor its affiliates
nor any person acting on its or their behalf have engaged or will
engage in any "directed selling efforts" with respect to the
Placing Shares;
12. represents and warrants that it is, or at the time the
Placing Shares are acquired, it will be, (a) the beneficial owner
of such Placing Shares and is neither a person located in the
United States of America, its territories or possessions, any state
of the United States or the District of Columbia (the "United
States") nor on behalf of a person in the United States, (b)
acquiring the Placing Shares in an offshore transaction (as defined
in Regulation S under the Securities Act) and (c) will not offer or
sell, directly or indirectly, any of the Placing Shares in the
United States except in accordance with Regulation S or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
13. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United
Kingdom prior to Admission except to "qualified investors" as
defined in Article 2.1(e) of the Prospectus Directive;
14. represents and warrants that 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
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
15. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving the United Kingdom;
16. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Criminal Justice Act 1993, the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime
and Security Act 2001 and the Money Laundering Regulations (2007)
(the "Regulations") and, if it is 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;
17. represents and warrants that it is (a) a person falling
within Article 19(5) of the FPO or (b) a person falling within
Article 49(2)(a) to (d) of the FPO and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
18. represents and warrants that it is a qualified investor as
defined in section 86(7) of FSMA, being a person falling within
Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
19. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this document on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as
Canaccord Genuity and WG Partners may, in their absolute
discretion, determine and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this document)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
20. acknowledges that none of Canaccord Genuity, the Canaccord
Affiliates, WG Partners, the WG Affiliates nor any person acting on
behalf of Canaccord Genuity, the Canaccord Affiliates, WG Partners,
the WG Affiliates is making any recommendations to it or advising
it regarding the suitability or merits of any transaction it may
enter into in connection with the Placing, and acknowledges that
neither Canaccord Genuity, the Canaccord Affiliates, WG Partners,
the WG Affiliates nor any person acting on behalf of Canaccord
Genuity, the Canaccord Affiliates, WG Partners, or the WG
Affiliates has any duties or responsibilities to it for providing
advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of Canaccord Genuity or WG Partners' rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
21. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) none of
Canaccord Genuity, WG Partners nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement and (iii) the Placee and
any person acting on its behalf agrees to acquire the Placing
Shares on the basis that the Placing Shares will be allotted to the
CREST stock account of Canaccord Genuity which will hold them as
settlement agent as nominee for the Placees until settlement in
accordance with its standing settlement instructions with payment
for the Placing Shares being made simultaneously upon receipt of
the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
22. acknowledges that any agreements entered into by it pursuant
to these terms and conditions 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;
23. acknowledges that it irrevocably appoints any director of
Canaccord Genuity and/or WG Partners as its agent for the purposes
of executing and delivering to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;
24. represents and warrants that it is not a resident of any
Prohibited Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Prohibited Jurisdictions and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Prohibited Jurisdiction;
25. represents and warrants that any person who confirms to
Canaccord Genuity or WG Partners on behalf of a Placee an agreement
to subscribe for Placing Shares and/or who authorises Canaccord
Genuity or WG Partners to notify the Placee's name to the Company's
registrar, has authority to do so on behalf of the Placee;
26. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Canaccord Genuity nor WG
Partners will be responsible. If this is the case, the Placee
should take its own advice and notify Canaccord Genuity and/or WG
Partners accordingly;
27. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
document;
28. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Canaccord Genuity any money
held in an account with Canaccord Genuity 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. The 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 Canaccord Genuity money in accordance with the client money
rules and will be used by Canaccord Genuity in the course of its
business; and the Placee will rank only as a general creditor of
Canaccord Genuity (as the case may be);
29. repeats the warranties and representations set out above in
paragraphs 1 to 26 as if references therein to Placing Share;
30. acknowledges and understands that the Company, Canaccord
Genuity, WG Partners and others will rely upon the truth and
accuracy of the foregoing representations, warranties, agreements,
undertakings and acknowledgements; and
31. acknowledges that the basis of allocation will be determined
by Canaccord Genuity and WG Partners (after consulting with the
Company) in their absolute discretion. The right is reserved to
reject in whole or in part and/or scale back any participation in
the Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company,
Canaccord Genuity (for its own benefit and, where relevant, the
benefit of the Canaccord Affiliates), WG Partners (for its own
benefit and, where relevant, the benefit of the WG Affiliates) and
any person acting on behalf of Canaccord Genuity, the Canaccord
Affiliates, WG Partners and the WG Affiliates, and are
irrevocable.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Canaccord Genuity
nor WG Partners will be responsible and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to
indemnify on an after-tax basis and to hold harmless the Company
and Canaccord Genuity and WG Partners in the event that any of the
Company and/or Canaccord Genuity and/or WG Partners has incurred
any such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this document may be subject to
amendment. Canaccord Genuity and WG Partners shall notify the
Placees and any person acting on behalf of the Placees of any such
changes.
This document has been issued by the Company and is the sole
responsibility of the Company.
The rights and remedies of Canaccord Genuity and WG Partners and
the Company under these terms and conditions 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.
Each Placee may be asked to disclose in writing or orally to
Canaccord Genuity and WG Partners:
a. if he is an individual, his nationality; or
b. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSEFFFLFDSEFI
Lombard Medical Technologies (LSE:LMT)
Historical Stock Chart
From Jul 2024 to Jul 2024
Lombard Medical Technologies (LSE:LMT)
Historical Stock Chart
From Jul 2023 to Jul 2024