TIDMNSCI
RNS Number : 6906J
NetScientific PLC
03 April 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT
THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS
INVESTED
FOR IMMEDIATE RELEASE
3 April 2018
NetScientific plc
Posting of Circular
and
Receipt of Irrevocable Undertakings
On 29 March 2018, NetScientific plc (AIM:NSCI) (the "Company"),
the transatlantic healthcare IP commercialisation group, announced
a conditional Placing and Subscription to raise GBP5.0 million
(before expenses) and an Additional Fundraising targeted to raise
up to approximately GBP1.0 million (before expenses) (together, the
Placing, the Subscription and the Additional Fundraising, the
"Proposals").
Posting of Circular and Form of Proxy and timetable update
The Company is pleased to confirm that a circular setting out
(amongst other things) further details on the Proposals, the
proposed waiver of Rule 9 of the Takeover Code, the Resolutions to
be proposed at the General Meeting and the Notice of General
Meeting (the "Circular") and an accompanying Form of Proxy were
posted to Shareholders on 29 March 2018.
The Company, therefore, can now confirm the timetable as
outlined in the announcement dated 29 March 2018 and the Circular,
which is reproduced below. The General Meeting of the Company will
be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold
Street, London EC2A 2AG on Monday 16 April 2018 at 10.00 a.m. for
the purpose of passing the Resolutions in order that the Proposals
may proceed.
TIMETABLE OF PRINCIPAL EVENTS
Additional Fundraising Close 8.00 a.m. on Wednesday
11 April 2018
Latest time and date for receipt 10.00 a.m. on Thursday
of completed Forms of Proxy 12 April 2018
or CREST Proxy Instructions
(as applicable) to be valid
at the General Meeting
General Meeting 10.00 a.m. on Monday
16 April 2018
Admission and commencement 8.00 a.m. on Tuesday
of dealings in the New Ordinary 17 April 2018
Shares
New Ordinary Shares credited Tuesday 17 April 2018
to CREST members' accounts
(where applicable)
Despatch of definitive share within 10 days of
certificates for the New Ordinary Admission
Shares in certificated form
(where applicable)
1. Certain of the events in the above timetable are conditional
upon, amongst other things, the approval of the Resolutions to be
proposed at the General Meeting.
2. All references are to London time unless stated otherwise.
Irrevocable Undertakings
In addition, the Company is pleased to announce that, today, it
has received irrevocable undertakings to vote in favour of the
Resolutions to be proposed at the General Meeting (including the
Whitewash Resolution) in respect of a total of 10,389,520 Ordinary
Shares (being Independent Shares), representing, in aggregate,
approximately (i) 15.05 per cent. of the Ordinary Shares in issue
and (ii) 59.37 per cent. of the Independent Shares in issue at the
Last Practicable Date. Further details of these irrevocable
undertakings (including the circumstances in which they may lapse)
are set out in Appendix I to this announcement.
For more information, please contact:
NetScientific plc Tel: +44 (0)20 3514
François R. Martelet, 1800
M.D., CEO
Ian Postlethwaite, CFO
Legal identification number:
213800N5WD46G1Y7I458
Consilium Strategic Communications Tel: +44 (0)20 3709
Mary-Jane Elliott/Jessica 5700
Hodgson netscientific@consilium-comms.com
Chris Welsh/Laura Thornton
Stifel Nicolaus Europe Limited Tel: +44 (0) 20 7710
(NOMAD and Bookrunner) 7600
Jonathan Senior/David Arch/Ben
Maddison
Liberum Capital Limited (Placing Tel: +44 (0)20 3709
Agent) 5700
David Parsons/Christopher
Britton/Bidhi Bhoma/Euan Brown
Important Notices
Terms not otherwise defined in this announcement shall have the
meanings given in the announcement by the Company on 29 March
2018.
This announcement is issued by and is the sole responsibility of
the Company.
This announcement (including the appendix) and the information
contained herein is restricted and not for release, publication or
distribution in whole or in part in, into or from the United
States, Canada, Australia, Japan, the Republic of South Africa or
any other jurisdiction where to do so would constitute a violation
of the relevant laws or regulations of that jurisdiction.
This announcement does not constitute an offer to sell or an
invitation to subscribe for, or solicitation of an offer to
subscribe for or buy, New Ordinary Shares to any person in any
jurisdiction to whom it is unlawful to make such offer or
solicitation. In particular, this announcement must not be taken,
transmitted, distributed or sent, directly or indirectly, in or
into, the United States, Canada, Australia, Japan or the Republic
of South Africa, to any national, resident or citizen of such
countries or to a US person.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933, as amended, or under the
securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold, directly or indirectly, in
the United States or to, or for the account or benefit of, a US
person absent registration except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and otherwise in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States. There will be no offering of New Ordinary Shares in the
United States.
The Company has not been and will not be registered under the
Investment Company Act and investors will not be entitled to the
benefits of that act. No offer, purchase, sale or transfer of the
Ordinary Shares may be made except in circumstances which will not
result in the Company being required to register as an investment
company under the Investment Company Act.
The New Ordinary Shares will only be available to qualified
investors for the purposes of the Prospectus Rules or otherwise in
circumstances not resulting in an offer of transferable securities
to the public under section 102B of FSMA. The Proposals do not
constitute an offer to the public requiring an approved prospectus
under section 85 of FSMA and accordingly this announcement does not
constitute a prospectus for the purposes of the Prospectus Rules
and has not been pre-approved by the FCA pursuant to sections 85
and 87 of FSMA, the London Stock Exchange, any securities
commission or any other authority or regulatory body. In addition
this announcement does not constitute an admission document drawn
up in accordance with the AIM Rules for Companies.
This announcement does not constitute an issue prospectus within
the meaning of, nor have they been prepared without regard to, the
disclosure standards for issue prospectuses under article 652a or
article 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under article 27 ff. of the
listing rules of the SIX Swiss Exchange Ltd or the listing rules of
any other stock exchange or regulated trading facility in
Switzerland.
The New Ordinary Shares will not be listed on the SIX Swiss
Exchange Ltd. or on any other stock exchange or regulated trading
facility in Switzerland. The New Ordinary Shares may only be
distributed to qualified investors in accordance with the Swiss
Federal Act on Collective Investment Schemes and its implementing
ordinances and the applicable guidelines of the Swiss Financial
Market Supervisory Authority ("FINMA") and will not be distributed
to non-qualified investors in or from Switzerland. Neither this
announcement nor any other materials relating to the Company will
be made available to non-qualified investors for distribution in or
from Switzerland.
Neither this announcement, nor any other offering or marketing
material relating to the Placing and the Subscription, nor the
Company nor the New Ordinary Shares have been or will be filed
with, registered or approved by FINMA or any other Swiss regulatory
authority. In particular, the Company has not been authorised, and
will not seek authorisation from FINMA for distribution to
non-qualified investors in or from Switzerland.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of the Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, and the Placing Shares have been subject to a
product approval process, which has determined that they each are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: (a) the price of the Placing Shares may decline and
investors could lose all or part of their investment; (b) the
Placing Shares offer no guaranteed income and no capital
protection; and (c) an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Proposals. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Stifel and
Liberum will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in accordance with
the Proposals must be made solely on the basis of publicly
available information, which has not been independently
verified.
This announcement contains (or may contain) certain
forward-looking statements with respect to the Company and certain
of its goals and expectations relating to its future financial
condition and performance which involve a number of risks and
uncertainties. No forward-looking statement is a guarantee of
future performance and actual results could differ materially from
those contained in any forward-looking statements. Such
forward-looking statements may use words such as "aim",
"anticipate", "target", "expect", "estimate", "plan", "goal",
"believe", "will", "may", "should", and other words having a
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of changes in interest rates and
foreign exchange rates, changes in legislation, changes in consumer
habits and other factors outside the control of the Company, that
may cause actual results, performance or achievements to be
materially different from any results, performance or achievements
expressed or implied by such forward-looking statements. All
forward-looking statements contained in this announcement are based
upon information available to the Directors at the date of this
announcement and the posting or receipt of the document does not
give rise to any implication that there has been no change in the
facts set out herein since that date.
Any indication in this announcement of the price at which the
Ordinary Shares have been subscribed for, or bought or sold, in the
past cannot be relied upon as a guide to future performance. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company. The New Ordinary
Shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of
the New Ordinary Shares.
The Existing Ordinary Shares are currently admitted to trading
on AIM. Application will be made to the London Stock Exchange for
the New Ordinary Shares to be admitted to trading on AIM. It is
expected, subject to matters including the passing of the
Resolutions at the General Meeting, that Admission will become
effective, and dealings for normal settlement in the New Ordinary
Shares will commence, at 8.00 a.m. on Tuesday 17 April 2018. The
New Ordinary Shares will not be admitted to trading on any other
investment exchange. The New Ordinary Shares will, on their
admission, rank pari passu in all respects with the Existing
Ordinary Shares and will rank in full for all dividends and other
distributions thereafter declared, made or paid on the ordinary
share capital of the Company.
AIM is a market designed primarily for emerging or smaller
companies to which a higher investment risk tends to be attached
than to larger or more established companies. AIM securities are
not admitted to the Official List of the United Kingdom Listing
Authority (being the FCA acting as competent authority for the
purposes of Part V of FSMA) ("UKLA"). A prospective investor should
be aware of the risks of investing in such companies and should
make the decision to invest only after careful consideration and,
if appropriate, consultation with an independent financial adviser.
Neither the London Stock Exchange nor the UKLA has examined or
approved the contents of this announcement. The AIM Rules for
Companies are less demanding than those of the Official List of the
UKLA. It is emphasised that no application is being made for
admission of the Existing Ordinary Shares or the New Ordinary
Shares to the Official List of the UKLA.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Proposals.
Each investor or prospective investor should conduct his, her or
its own investigation, analysis and evaluation of the business and
data described in this announcement. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance. The contents of this announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
A copy of this announcement, the Circular and the irrevocable
undertakings referred to in this announcement will be available on
the Company's website at www.netscientific.net. Neither the content
of the Company's website nor any website accessible by hyperlinks
on the Company's website is incorporated in, or forms part of, this
announcement.
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated by the FCA in the United Kingdom and is acting
exclusively as nominated adviser and bookrunner to the Company (for
the purposes of the AIM Rules for Companies) and no one else in
connection with Admission, the Placing (and any Additional
Fundraising Shares placed through it) and the matters set out in
this announcement. Stifel will not regard any other person as its
customer or be responsible to any other person for providing the
protections afforded to customers of Stifel nor for providing
advice in relation to the transactions and arrangements detailed in
this announcement for which the Company and the Directors are
solely responsible and, without limiting the statutory rights of
any recipient of this announcement, no liability is accepted by
Stifel for the accuracy of any information or opinions contained in
this announcement or for omissions of any material information for
which it is not responsible. Stifel is not making any
representation or warranty, express or implied, as to the contents
of this announcement. The responsibilities of Stifel as the
Company's nominated adviser and bookrunner solely for the purposes
of the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or any
Director or to any other person in respect of his decision to
invest in the Company in reliance on any parts of this
announcement.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no other person in connection with the Placing
(and any Additional Fundraising Shares placed through it) as a
placing agent. Liberum will not regard any other person as its
customer or be responsible to any other person for providing the
protections afforded to customers of Liberum nor for providing
advice in relation to the transactions and arrangements detailed in
this announcement for which the Company and the Directors are
solely responsible and, without limiting the statutory rights of
any person to whom this announcement is issued, no liability is
accepted by Liberum for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information for which it is not responsible. Liberum is not making
any representation or warranty, express or implied, as to the
contents of this announcement.
APPENDIX I - IRREVOCABLE UNDERTAKINGS
Certain trustees who hold Ordinary Shares on behalf of
Independent Shareholders have given irrevocable undertakings to
vote in favour of the Resolutions (including the Whitewash
Resolution) to be proposed at the General Meeting in respect of
their entire registered holdings of Ordinary Shares (as set out
below), representing, in aggregate, approximately (i) 15.05 per
cent. of the Ordinary Shares in issue and (ii) 59.37 per cent. of
the Independent Shares in issue at the Last Practicable Date:
Registered Beneficial Number of Ordinary Percentage
owner owner Shares of the Ordinary
Shares in
issue on at
the Last Practicable
Date*
---------------- ------------------- ------------------- ----------------------
Zedra Trust
Company (Jersey)
Limited as
Trustee of
Cyrus Holdings the Mansfield
Limited Abbey Trust 1,230,453 1.78%
---------------- ------------------- ------------------- ----------------------
Zedra Trust
Company (Jersey)
Limited as
White Mustard Trustee of
Investments the Mehdi
Limited Trust 3,180,000 4.61%
---------------- ------------------- ------------------- ----------------------
Zedra Trust
Company (Jersey)
Limited as
Trustee of
Zahra Holdings the Mansfield
Limited Abbey Trust 5,979,067 8.66%
---------------- ------------------- ------------------- ----------------------
*Rounded to 2 decimal places
The irrevocable undertakings from Cyrus Holdings Limited, White
Mustard Investments Limited and Zahra Holdings Limited (the
"Trusts") will each lapse and cease to have effect to the extent
not already undertaken and without prejudice to any liability for
antecedent breach on 31 May 2018 or such later date as may be
agreed in writing by the Trusts, the Company, Stifel and Liberum
but otherwise shall be irrevocable until such time as the Proposed
Transactions (as defined in each irrevocable undertaking) cease to
be capable of acceptance.
The irrevocable undertakings and any obligations of whatsoever
nature contained in the irrevocable undertakings are conditional
upon the trustees of the Trusts having at all time the power to
exercise, or to refrain from exercising, the rights attaching to
the Ordinary Shares, if the fiduciary duties of the trustees in
their capacity as trustees of the Trusts so require.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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