TIDMSNG
RNS Number : 1242C
Synairgen plc
14 October 2020
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
14 October 2020
Synairgen plc
("Synairgen" or the "Company")
Placing to raise up to GBP80.0 million,
Open Offer to raise up to GBP7.0 million
and
Notice of General Meeting
Southampton, UK - 14 October 2020: Synairgen plc (LSE: SNG), the
respiratory drug discovery and development company, announces a
proposed fundraising by way of a placing (the "Placing") to raise
up to GBP80.0 million at a price per share of 175 pence (the "Issue
Price"). The Company also announces it will be making an Open Offer
to Qualifying Shareholders at the Issue Price to raise up to GBP7.0
million (the "Open Offer", and together with the Placing, the
"Fundraising").
The announcement follows positive Phase II SNG001 COVID-19 data
that supports progression into a Phase III trial designed to be
sufficient for marketing authorisation applications in 2021, with
regulatory discussions on-going and manufacturing scale-up activity
underway.
The gross proceeds of the Placing will be used to:
-- fund a Phase III clinical trial of SNG001 in c. 900 COVID-19
patients across c. 20 countries, with an anticipated start date in
Q4 2020;
-- fund SNG001 manufacturing and device scale up activities,
with the aim of producing c. 100,000 treatment courses per month in
2021;
-- generate further data to support SNG001 clinical development,
manufacturing processes and regulatory activities;
-- strengthen the balance sheet for potential partnering
discussions with regards to the SNG001 opportunity, working capital
and fees; and
-- provide an opportunity for certain Directors of the Company
to exercise existing options, which the Company will net settle on
their behalf.
The net proceeds of the Open Offer will be used to further
support the Company's working capital requirements.
The Placing will take place in two tranches, with the first
tranche of up to 14,943,300 new Ordinary Shares (the "Firm Placing
Shares") utilising the Company's existing shareholder authorities
to issue new shares on a non-pre-emptive basis for cash (the "Firm
Placing") and the second tranche of up to 30,770,985 new Ordinary
Shares (the "Conditional Placing Shares", and together with the
Firm Placing Shares, the "Placing Shares") to be issued subject to
new shareholder approvals to be sought at a general meeting of the
Company (the "General Meeting") (the "Conditional Placing").
finnCap Ltd ("finnCap") and Numis Securities Limited ("Numis")
are acting as joint bookrunners, and finnCap is acting as nominated
adviser, in connection with the Placing. The Placing Shares are
being offered by way of an accelerated bookbuild (the "Bookbuild"),
which will be launched immediately following this Announcement (as
defined below), in accordance with the terms and conditions set out
in Appendix II to this Announcement.
The final number of Placing Shares will be agreed by finnCap,
Numis and the Company at the close of the Bookbuild and the result
will be announced as soon as practicable thereafter. It is
envisaged that the Bookbuild will be closed no later than 4.30 p.m.
on Thursday 15 October 2020. The Placing will not be
underwritten.
The Issue Price of 175 pence per share represents a discount of
approximately 4.1 per cent. to the volume-weighted average price of
an Ordinary Share for the ten day period up to and including 14
October 2020 (being the latest practicable date prior to this
Announcement).
In addition, in order to provide Qualifying Shareholders with an
opportunity to participate at the Issue Price, the Company will
also be conducting an Open Offer to raise gross proceeds of up to
c.GBP7.0 million for the Company. The Open Offer will be made to
Qualifying Shareholders pursuant to the Circular (as defined
below).
The Firm Placing is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional in
respect of those shares. The Conditional Placing and the Open Offer
are conditional, inter alia, upon Shareholders approving the
respective Resolutions at the General Meeting. The Company intends
to publish and send a circular (the "Circular") on or around 15
October 2020 to shareholders, which will convene the General
Meeting in order to propose the necessary Resolutions to authorise
the Directors to allot the Conditional Placing Shares and the Open
Offer Shares for cash free of statutory pre-emption rights. It will
also contain the terms and conditions of the Open Offer. The
Circular will be available on the Company's website:
www.synairgen.com.
The Placing Shares are not being made available to the public
and are only available to Relevant Persons. The Open Offer Shares
will only be available to Qualifying Shareholders.
Set out below in Appendix I is an extract from the draft
Circular that is proposed to be sent to Shareholders after the
closing of the Bookbuild. The Circular, including the Notice of
General Meeting, will be sent to Shareholders and published on the
Company's website shortly after the closure, and announcement of,
the results of the Bookbuild.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing in Appendix II to this Announcement. Further information
relating to the Fundraising is described in Appendix I to this
Announcement.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety (including the Appendices), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in Appendix II.
Unless otherwise indicated, capitalised terms in this
Announcement have the meaning given to them in the definitions
section included in Appendix III.
The ticker for the Company's ordinary shares is SNG. The
Company's LEI is 213800IMMTOPPDF8HD24.
Enquiries:
Synairgen plc
+44 (0) 23 8051 2800
Richard Marsden (Chief Executive Officer)
John Ward (Finance Director)
finnCap - Nominated Adviser and Joint Bookrunner +44 (0) 20 7220
0500
Geoff Nash / James Thompson / Charlie Beeson (Corporate
Finance)
Alice Lane / Sunila de Silva (ECM)
Numis - Joint Bookrunner
+44 (0) 20 7260 1000
James Black / Freddie Barnfield / Duncan Monteith
Consilium Strategic Communications - Financial Media and
Investor +44 (0) 20 3709 5700
Relations Adviser
Mary-Jane Elliott / Sue Stuart / Olivia Manser
About Synairgen
Synairgen is a respiratory drug discovery and development
company founded by University of Southampton Professors Sir Stephen
Holgate, Donna Davies and Ratko Djukanovic. The business, focused
primarily on lung viral defence in asthma, COPD and COVID-19, uses
its differentiating human biology BioBank platform and
world-renowned international academic KOL network to discover and
develop novel therapies for respiratory disease. Synairgen is
quoted on AIM (LSE: SNG). For more information about Synairgen,
please see www.synairgen.com
IMPORTANT NOTICES AND DISCLAIMER
This announcement including its appendices (together, the
"Announcement") and the information contained in it is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, New Zealand, Japan or the Republic of
South Africa or any other jurisdiction in which publication,
release or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United
States, Australia, Canada, New Zealand, Japan or the Republic of
South Africa or any other state or jurisdiction where to do so
would be unlawful. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. This Announcement has not been approved by the
London Stock Exchange or by any other securities exchange.
The new Ordinary Shares have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be
offered, sold, pledged, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act, except
pursuant to an exemption from the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The
new Ordinary Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of new Ordinary
Shares. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in the United States, Australia,
Canada, New Zealand, Japan or the Republic of South Africa or to,
or for the account or benefit of, any national, resident or citizen
of the United States, Australia, Canada, New Zealand, Japan or the
Republic of South Africa.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
No public offering of the new Ordinary Shares is being made in
the United States, United Kingdom or elsewhere. All offers of the
new Ordinary Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as amended from time to time,
and includes any relevant implementing measure in any member state
(the "Prospectus Regulation") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area and the United Kingdom, who are qualified investors
(within the meaning of article 2(e) of the Prospectus Regulation
("Qualified Investors"); and (b) in the United Kingdom, Qualified
Investors who are persons who (i) have professional experience in
matters relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated; (all such persons together
being referred to as "relevant persons"). This Announcement and the
terms and conditions set out herein must not be acted on or relied
on by persons who are not relevant persons. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this
Announcement and the terms and conditions set out herein relates is
available only to relevant persons and will be engaged in only with
relevant persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
directors or the Company, or by any of its or their respective
partners, employees, advisers, affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Fundraise described above,
and is disclosed in accordance with the Company's obligations under
Article 17 of MAR. In addition, market soundings (as defined in
MAR) were taken in respect of the Placing with the result that
certain persons became aware of inside information (as defined in
MAR), as permitted by MAR. This inside information is set out in
this Announcement. Therefore, upon publication of this
announcement, those persons that received such inside information
in a market sounding are no longer in possession of such inside
information relating to the Company and its securities.
finnCap Ltd, which is authorised and regulated by the FCA for
the conduct of regulated activities in the United Kingdom, is
acting as nominated adviser and joint bookrunner to the Company and
no one else in connection with the Fundraising and is not acting
for and will not be responsible to any person other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Fundraising. finnCap's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any other person in respect of his decision to acquire shares in
the Company in reliance on any part of this Announcement.
Each of Numis Securities Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
and Numis Securities Inc., which is authorised in the US by the
Financial Industry Regulatory Authority, is acting exclusively for
the Company and no one else in connection with this Announcement or
the Fundraising. None of Numis UK or Numis US will regard any other
person as a client or will be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Fundraising.
Except as required under applicable law, neither Numis, finnCap
nor any of their directors, officers, partners, employees,
advisers, affiliates or agents assume or accept any responsibility
whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of Numis, finnCap or any of their affiliates
in connection with the Company, the new Ordinary Shares or the
Fundraising. Numis, finnCap and each of their directors, officers,
partners, employees, advisers, affiliates and agents accordingly
disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by Numis, FinnCap or any of their directors,
officers, partners, employees, advisers, affiliates or agents as to
the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and/or the Fundraising in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, Numis, FinnCap or any of their respective
affiliates that would, or which is intended to, permit an offering
of the new Ordinary Shares in any jurisdiction or result in the
possession or distribution of this Announcement or any other
offering or publicity material relating to new Ordinary Shares in
any jurisdiction where action for that purpose is required.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. As a result of these risks, uncertainties and assumptions, the
recipient should not place undue reliance on these forward-looking
statements as a prediction of actual results or otherwise.
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 Fundraising. Any investment
decision to subscribe for Placing Shares in the Placing or the Open
Offer Shares in the Open Offer must be made solely on the basis of
publicly available information, which has not been independently
verified by Numis or finnCap.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's option with respect to the Fundraising.
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 and publicly available
information. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance.
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.
Information to Distributors
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 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,
the new Ordinary Shares have been subject to a product approval
process, which has determined that such securities 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: the price of the new Ordinary Shares may decline and
investors could lose all or part of their investment; the new
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the new Ordinary 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 Fundraising. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, Numis and
FinnCap 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 new Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the new Ordinary Shares and
determining appropriate distribution channels.
The following text has been extracted from the circular:
Appendix I - EXTRACTS FROM THE CIRCULAR
LETTER FROM THE CHAIRMAN
1) INTRODUCTION
Today, 14 October 2020, the Company announces its intention to
raise up to GBP87.0 million (before fees and expenses).
The Firm Placing is being made pursuant to existing authorities
to allot shares for cash and disapply pre-emption rights under
section 551 and section 570 of the Act, which were granted to the
Directors at the Annual General Meeting of the Company held on 29
June 2020. Accordingly, completion of the Firm Placing and Firm
Admission is expected to occur at 8.00 a.m. on 19 October 2020 or
such later time and/or date as finnCap, Numis and the Company may
agree, not being later than 8.30 a.m. on 19 October 2020.
The Company will require further share authorities to allot the
Conditional Placing Shares and the Open Offer Shares. Accordingly,
the Conditional Placing and the Open Offer are conditional, inter
alia, upon Shareholders approving the respective Resolutions at the
General Meeting, notice of which will be set out at the end of the
Circular. The Resolutions will be held on a poll. Subject to the
passing of the Resolutions, Admission of the Conditional Placing
Shares and the Open Offer Shares is expected to occur at 8.00 a.m.
on 4 November 2020 or such later time and/or date as finnCap, Numis
and the Company may agree, not being later than 8.30 a.m. on 4
November 2020.
No element of the Fundraising is being underwritten.
The purpose of the Circular is, amongst other things, to provide
you with more information about the background to and reasons for
the Fundraising and to explain why the Board considers the
Fundraising to be in the best interests of the Company and its
Shareholders as a whole.
Shareholders are reminded that should the relevant Resolutions
not be passed, the proceeds of the Conditional Placing and/or the
Open Offer will not be received by the Company, which would
materially adversely affect the Company's business plans and
severely impact its ability to develop SNG001 as currently
intended. Should the Resolutions not be passed, the Company would
not be able to commence the proposed Phase III clinical trial in
COVID-19 patients as detailed in the circular and it would
materially adversely affect its manufacturing and device scale-up
activities and potentially its other balance sheet strengthening
and partnering activities. Accordingly, the Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed
at the General Meeting, as they intend to do in respect of their
own holdings.
2) BACKGROUND TO AND REASONS FOR FUNDRAISING AND USE OF PROCEEDS
OVERVIEW
Synairgen leverages its deep understanding of respiratory
biology to discover and develop novel therapies in areas of high
unmet respiratory medical need. The Company, focused primarily on
lung viral defence in asthma, COPD, and COVID-19, uses its
differentiated human biology BioBank platform and world renowned
international academic Key Opinion Leader network to discover and
develop novel therapies for respiratory disease.
During the first half of the year, Synairgen made significant
clinical progress with its inhaled formulation of interferon beta,
SNG001. Most importantly, Synairgen's results from its Phase II
trial of SNG001 in 101[1] hospitalised COVID-19 patients in July
2020 indicated that its inhaled interferon beta could provide a
valuable treatment option in the face of the global pandemic.
Furthermore, the safety, biomarker, and efficacy data for SNG001
provided from the interim analysis of Synairgen's Phase II COPD
trial in September 2020 is supportive of the on-going development
of SNG001 in COVID-19 patients. The Company is currently focused on
working with governments, regulators, and other key stakeholders to
progress SNG001 as a treatment for COVID-19.
Following a positive pre-Investigational New Drug (IND)
Application meeting with the U.S. Food and Drug Administration
(FDA) regarding the design of a Phase III randomised
placebo-controlled trial of SNG001 in hospitalised COVID-19
patients, and with manufacturing scale-up activity underway, the
Company is pleased to announce the proposed Fundraising of up to
GBP87.0 million to support the Phase III clinical development and
supply chain scale-up of SNG001 for COVID-19 patients.
COVID-19
COVID-19, caused by the SARS-CoV-2 virus, is a global threat and
there is an urgent need to assess new treatments to prevent and
effectively treat the severe lower respiratory tract illness that
can occur with this disease. Older people and those with
co-morbidities such as heart and lung complications or diabetes are
at greatest risk of developing severe or fatal disease.
Interferon beta applicability to COVID-19
Interferon beta ("IFN-beta") is a naturally-occurring protein,
which orchestrates the body's antiviral responses. There is growing
evidence that deficiency in IFN-beta production by the lung could
explain the enhanced susceptibility in 'at-risk' patient groups to
developing severe lower respiratory tract (lung) disease during
respiratory viral infections. Furthermore, viruses, including
coronaviruses such as SARS-CoV-2, have evolved mechanisms which
suppress endogenous IFN-beta production, helping the virus to evade
the innate immune system. The addition of exogenous IFN-beta before
or during viral infection of lung cells in vitro either prevents or
greatly reduces viral replication. Synairgen's SNG001 is a
formulation of IFN-beta-1a for direct delivery to the lungs via
nebulisation. It is pH neutral, and is free of mannitol, arginine
and human serum albumin, making it suitable for inhaled delivery
direct to the site of action.
Phase I and II trial data have shown that SNG001 activates lung
antiviral defences as measured in sputum cells, and that SNG001 has
been well tolerated in approximately 280 asthma/COPD/COVID-19
patients to-date.
The COVID-19 trial - SG016
Synairgen's clinical trial in COVID-19 patients, SG016, is a
double-blind, placebo-controlled trial. The two-part 221 patient
trial comprises 101 patients initiated in the hospital setting
(top-line results announced 20 July 2020, details of which are
below), and a further 120 patients in the home setting (currently
ongoing).
Hospital trial
Synairgen's Phase II trial of SNG001 in hospitalised COVID-19
patients was awarded Urgent Public Health status. It was conducted
across nine NHS trusts in the UK and was adopted by the NIHR
Respiratory Translational Research Collaboration. These sites are
leading centres in respiratory medicine in the UK, whose
internationally-recognised experts are working together to
accelerate development and discovery of treatments for
COVID-19.
Results of SG016 trial in hospital patients
On 20 July 2020, the Company announced positive top-line results
from the trial with more detailed results of primary endpoint
analyses disclosed in the Company's 2020 Interim Results on 29
September 2020.
The design of this trial, which began dosing patients in March
2020, was based on the recommendations contained within the World
Health Organization (WHO) R&D Blueprint Novel Coronavirus
COVID-19 Therapeutic Trial Synopsis issued in February 2020.
The primary endpoint was the change in condition assessed using
the WHO Ordinal Scale for Clinical Improvement (OSCI; see table
below) during the dosing period in the Intention-to-Treat
population (ITT).
WHO Ordinal Scale for Clinical Improvement (Feb 2020)
Patient State Descriptor OSCI
Score
No clinical or virological evidence
Uninfected of infection 0
---------------------------------------
Ambulatory No limitation of activities 1
-------------------
Limitation of activities 2
----------------------------------------------------------- -------
Hospitalised
- Mild disease Hospitalised, no oxygen therapy 3
-------------------
Oxygen by mask or nasal prongs 4
----------------------------------------------------------- -------
Hospitalised Non-invasive ventilation or high-flow
- Severe disease oxygen 5
-------------------
Intubation and mechanical ventilation 6
Ventilation + additional organ
support 7
----------------------------------------------------------- -------
Dead Death 8
------------------- --------------------------------------- -------
As no clinical data had been collected using the OSCI in the
study population at the time, multiple pre-specified analyses were
conducted at fixed time points and over the whole dosing period,
with the aim of learning about SNG001 as a potential treatment for
COVID-19 patients, and to inform future trial design. There was no
hierarchy within the analyses or adjustments made for
multiplicity.
101 patients were randomised; 48 received SNG001 and 50 received
placebo (ITT population; patients who took at least one dose of
study medication). Of these 98 patients, 86 patients, 43 in each
arm, met the criteria for the per-protocol population (PP
population; positive PCR test, had taken at least two out of their
first three scheduled doses and had no protocol deviations
impacting on efficacy).
Results of primary endpoint analyses are shown in the tables
below (where an Odds Ratio (OR) or Hazard Ratio (HR) of 1 would
indicate no difference between SNG001 and placebo):
A ratio above 1 signifies a greater likelihood of (for
HR), or odds of (for OR), the effect occurring on SNG001
compared to placebo
ITT population PP population
(n = 98) (n = 86)
--------------------- ------------------
Ratio
Ratio (95%
Analysis (95% CI) p-value CI) p-value
----------- -------- -------- --------
Odds of improvement across
the OSCI (any improvement OR 2--32 OR 2.80
at day 15/16 compared (1--07, (1.21,
to baseline) 5--04) 0--033 6.52) 0--017
----------- -------- -------- --------
Time to Recovery(a) (time
from first dose to no HR 2--19 HR 2.29
limitation of activities (1--03, (1.07,
without subsequent relapse) 4--69) 0--043 4.91) 0.033
----------- -------- -------- --------
Odds of Recovery (no
limitation of activities OR 3--19 OR 3.18
recorded at day 15/16 (1--24, (1.21,
without subsequent relapse) 8--24) 0--017 8.39) 0.019
----------- -------- -------- --------
Time to Hospital Discharge(b)
(time from first dose
to hospital discharge HR 1--37 HR 1.53
with no subsequent hospital (0--85, (0.96,
re-admission) 2--20) 0--196 2.42) 0.072
----------- -------- -------- --------
Odds of Hospital Discharge
(discharged from hospital OR 1--63 OR 2.14
at day 15/16 without (0--61, (0.64,
subsequent hospital re-admission) 4--35) 0--330 7.12) 0.215
----------- -------- -------- --------
(a) Recovery was defined as a post baseline OSCI score
of 0 or 1 which does not rise above 1 at any subsequent
visits.
(b) Hospital Discharge was defined as a post baseline
OSCI score of 2 or less which does not rise above 2 at
any subsequent visits.
A ratio below 1 signifies a lower likelihood of (for HR),
or odds of (for OR), the effect occurring on SNG001 compared
to placebo
ITT population PP population
(n = 98) (n = 86)
------------------------ ------------------------
Ratio
Ratio (95%
Analysis (95% CI) p-value CI) p-value
----------- ----------- ----------- -----------
Time to severe disease Not calculated
or death (time from first HR 0--50 as not part of
dose until first incidence (0.18, statistical analysis
of OSCI>=5) 1.38) 0--179 plan
----------- ----------- ------------------------
Odds of severe disease
or death (OSCI>=5 at OR 0--28 OR 0.18
any time in the first (0--07, (0.04,
16 days after first dose) 1--08) 0--064(a) 0.93) 0.041(b)
----------- ----------- ----------- -----------
Time to intubation or Not calculated
death (time from first HR 0--38 as not part of
dose until first incidence (0--09, statistical analysis
of OSCI>=6) 1--65) 0--198 plan
----------- ----------- ------------------------
Odds of intubation or
death (OSCI>=6 at any OR 0--42 OR 0.31
time in the first 16 (0--09, (0.05,
days after first dose) 1--83) 0--246(b) 1.79) 0.189(b)
----------- ----------- ----------- -----------
(a) Using the pre-specified logistic regression analysis,
SNG001 reduced the odds of developing severe disease or
dying in the ITT population by 79% (OR 0--21; 95% CI:
0--04, 0--97; p=0--046). As quasi-complete separation
of data occurred in some model covariates, an additional
post-hoc, Firth logistic regression analysis was conducted.
This showed there was a trend towards reduced odds of
progression to severe disease or death in the ITT population
(72% reduction; OR 0--28; 95% CI: 0--07, 1--08; p=0--064)
that became significant in the per protocol population
(82% reduction; OR 0.18; 95% CI: 0.04, 0.93; p=0.041).
(b) Post hoc analysis using the Firth logistic regression
analysis.
Key findings
-- SNG001 treatment, when compared to placebo, was associated
with greater odds of improvement across the WHO OSCI and with more
rapid recovery to a point where patients were no longer limited in
their activity, with a greater proportion of patients recovering
during the study period. There was a strong trend towards reduced
odds of progression to severe disease or death in the ITT
population that became significant in the per-protocol
population.
-- Over the treatment period, patient-reported Breathlessness
Cough and Sputum Scale (BCSS), and in particular breathlessness
scores, were markedly reduced in patients who received SNG001
compared to those receiving placebo (p=0.026 and p=0.007,
respectively).
Other findings
-- The median duration of COVID-19 symptoms at the point dosing
commenced was 10 days, suggesting that there is a wide window for
effective treatment.
-- Odds ratios for improvement, recovery and hospital discharge
were in favour of SNG001 at day 28 suggesting that the treatment
effect extends beyond the end of the dosing period. A treatment
that accelerates full recovery may be especially relevant to around
c. 1 in 20 patients with COVID-19 who experience wide-ranging
long-term symptoms for at least a month and sometimes longer (known
as long, long-haul or long-tail COVID-19).
-- Three patients died during the study; all deaths occurred in
patients randomised to placebo, therefore, no modelling analysis
was undertaken.
-- SNG001 was well-tolerated.
Regulatory pathway for Phase III study
Synairgen has had a positive pre-IND meeting with the U.S. FDA
for SNG001 for a Phase III study for the treatment of COVID-19. A
pre-IND meeting provides an opportunity for an open communication
between the sponsor and the FDA to discuss the IND development plan
and to obtain the FDA's guidance on clinical studies for the
sponsor's new drug candidate.
The FDA has reviewed the SNG001 pre-IND materials including
preclinical and Chemistry and Manufacturing Control (CMC) data, the
results of the Phase II study in COVID-19 patients and the proposed
Phase III protocol. The FDA has provided Synairgen with guidance on
the Phase III clinical study to support the potential registration
of SNG001 for the treatment of COVID-19. The Company plans to file
an IND application as soon as possible to allow the Phase III study
to be initiated. Synairgen will continue to work closely with the
FDA as development continues.
Interactions with the European Medicines Agency ("EMA") are
ongoing.
Phase III trial (SG018) and appointment of Parexel Biotech
Synairgen intends to commence a Phase III randomised
placebo-controlled trial of SNG001 in hospitalised COVID-19
patients, named SG018, with an anticipated start date during Q4
2020.
The trial will enrol 900 patients with an OSCI score of 4 to be
randomised:
-- 300 patients with one syringe of SNG001;
-- 300 patients with two syringes of SNG001; and
-- 300 patients with placebo.
The trial will use the Aerogen(R) Solo/Ultra aerosol delivery
system (discussed below), and patients will be dosed once daily for
14 days in all arms.
The primary endpoint of the SG018 Phase III trial will be time
to recovery to 'no limitation of activities' up to Day 28. In
addition, there will be secondary endpoints relating to two based
on the OSCI score, worsening disease and discharge from hospital,
and a further secondary endpoint on breathlessness. There will also
be a safety assessment.
Synairgen has appointed Parexel Biotech, a division of leading
global clinical research organisation (CRO) Parexel, to conduct the
SG018 Phase III trial. It expects to enrol patients across
approximately 20 countries, with the time to completion subject to
country trial approval timelines, enrolment at trial sites and the
prevalence of hospitalised COVID-19 patients.
On 14 October 2020 the Company was informed by the National
Institute for Health Research (NIHR) that the Phase III trial has
been badged in the UK as Urgent Public Health and will be
recognised as a National Priority study. Notwithstanding this, the
commencement of the trial will still be subject to normal
regulatory and ethical approvals.
Manufacturing scale up - agreement with Akron Biotechnology
Synairgen has signed an agreement with Akron Biotechnology, a
leading provider of cGMP-compliant solutions to support the
development of advanced therapies, to supply SNG001 drug substance
in order to meet expected clinical and commercial demand for the
drug. Akron have the capacity to scale up production of SNG001,
with the aim of producing approximately 100,000 treatment courses
per month in 2021. Lead times mean that the investment for this
scale-up is required now. The SGO018 Phase III trial will commence
using Rentschler-derived drug substance, with the Akron-derived
drug substance intended to be introduced during the trial in
preparation for commercial supply.
Agreement with Catalent Biologics
Synairgen has also partnered with Catalent Biologics to support
the drug product fill/finish of SNG001 at its Brussels, Belgium
facility where it will conduct manufacturing scale-up of the drug
candidate into pre-filled syringes. Catalent is well-positioned to
support SNG001 given its deep expertise in sterile injectables for
late-stage clinical and commercial products with ongoing
collaborations on multiple COVID-19 programs.
Drug device delivery system - Aerogen
In addition, the Company has selected Aerogen, a leader in
high-performance aerosol drug delivery in the acute care setting,
to provide the Aerogen(R) Solo/Ultra aerosol delivery system, which
is widely-used in hospitals in the EU and US, for delivery of
SNG001 directly into the lungs of patients.
Home Trial and other trials
In April 2020, Synairgen received approvals to extend the SG016
trial into the home environment, to include a further 120 patients
with confirmed COVID-19. The trial is ongoing. Trial completion
will depend on the ongoing incidence of Covid-19 in the UK, and
governmental support with patient recruitment to succeed.
The Company is also discussing with a number of other research
organisations and trial delivery groups in the UK and
internationally as to how it could either commence trials of SNG001
or otherwise integrate SNG001 with existing trials.
3) USE OF PROCEEDS
The gross cash proceeds of the Placing are expected to be
approximately up to GBP80.0 million. It is intended that the
proceeds of the Placing will be used for:
c.GBP30 million
* Phase III clinical trial in COVID-19 patients
o Anticipated start date Q4 2020
o Enrolling patients across c.20 countries
o 900 patients
c.GBP33 million
* SNG001 manufacturing and device scale up activities
o Aim of producing c.100,000 treatment courses
per month in 2021
o Investment required now due to lead times
c.GBP6 million
* Generating further data to support SNG001 clinical
development, manufacturing processes and regulatory
activities
c.GBP10 million
* Strengthened balance sheet for potential partnering
discussions with regards to SNG001 opportunity,
working capital and fees
c.GBP1 million
* Net settlement of options (details of which are in
paragraph 5 below)
The gross cash proceeds of the Open Offer (assuming the Open
Offer is taken up in full) are expected to be approximately GBP7.0
million. It is intended that the net proceeds of the Open Offer
will be used to further support the Company's working capital
requirements.
4) CURRENT TRADING AND OUTLOOK
The Company is continuing its strategy of progressing inhaled
IFN-beta for the treatment of severe viral lung infections. SNG001
shows great promise as a treatment for COVID-19 patients, as shown
by the announcement of positive results from the hospital-based
trial, with the data further supplemented by the positive interim
analysis of SNG001 in COPD patients in September 2020. The Company
is now fully-focused on expediting the next steps with SNG001 as a
treatment for COVID-19 patients, including discussions with
regulatory agencies to set out a route to a potential approval, and
separately working with its manufacturing partners to achieve
meaningful supply scale-up.
In March 2020, Synairgen raised GBP14.0 million (before
expenses) in an equity issue to fund its initial COVID-19 related
activities and strengthen its balance sheet. Research and
development expenditure for the six months ended 30 June 2020 was
GBP4.47 million (30 June 2019: GBP1.69 million) as the Company
advanced its clinical trial of SNG001 in COVID-19 patients and
scale-up activities. The loss from operations for the six months
ended 30 June 2020 was GBP5.08 million (30 June 2019: GBP2.21
million loss). The Company held cash balances of GBP10.9 million at
30 June 2020 (30 June 2019: GBP3.52 million).
5) NET SETTLEMENT OF OPTIONS AND DIRECTORS' DEALINGS
Following the announcement of the Fundraising, two Directors,
Richard Marsden (Chief Executive Officer) and John Ward (Finance
Director) (the "Option Holders") intend to conditionally exercise
certain of the options they hold.
The Company has agreed to net-settle these options on behalf of
the Option Holders. This is a process whereby the Company settles
the relevant options by delivering such number of Ordinary Shares
to the relevant Option Holder as is equivalent to the notional gain
on exercise with the income tax and National Insurance
Contributions (NICs) due on such gain paid by the Company to HMRC
on behalf of the relevant Option Holder. The Company afforded them
this opportunity as the relevant options were shortly due to
expire. For the avoidance of doubt, the Option Holders are not
receiving any cash proceeds from the exercise of these options.
Accordingly, whilst the Option Holders intend to exercise
options over, in aggregate, 1,176,334 Ordinary Shares, following
the net settlement by the Company and the payment by the Company of
both the income tax and NICs on the Option Holders' behalf as
described above, the Company will issue, in aggregate, 534,172
Option Shares to the Option Holders.
The Directors do not require Shareholders to grant them any
additional share authorities in order to allot the Option Shares as
they will be allotted pursuant to an employees' share scheme in
accordance with sections 549(2) and 566 of the Act. Admission of
the Option Shares shall take place on Firm Admission, which is
expected to occur at 8.00 a.m. on 19 October 2020 or such later
time and/or date as finnCap, Numis and the Company may agree, not
being later than 8.30 a.m. on 19 October 2020.
6) DETAILS OF THE PLACING
The Company intends to raise GBP26.2 million (before fees and
expenses) by way of the Firm Placing and conditionally raise up to
GBP53.8 million (before fees and expenses) by way of the
Conditional Placing.
The Firm Placing is being made pursuant to existing authorities
to allot shares for cash and disapply pre-emption rights under
section 551 and section 570 of the Act, which were granted to the
Directors at the Annual General Meeting of the Company held on 29
June 2020. Accordingly, completion of the Firm Placing and Firm
Admission is expected to occur at 8.00 a.m. on 19 October 2020 or
such later time and/or date as finnCap, Numis and the Company may
agree, not being later than 8.30 a.m. on 25 November 2020.
The Company will require further share authorities to allot the
Conditional Placing Shares and the Open Offer Shares. Accordingly,
the Conditional Placing is conditional, inter alia, upon the
passing of Resolution 1 and the Open Offer is conditional, inter
alia, on the passing of both Resolution 1 and Resolution 2 by
Shareholders at the General Meeting. This means that whilst the
Conditional Placing can go ahead if the Open Offer resolution
(Resolution 2) is not passed (subject to the conditions below being
met or waived, where possible, by the Joint Bookrunners), the Open
Offer will only go ahead if the Conditional Placing also goes
ahead.
The Resolutions are contained in the Notice of General Meeting
at the end of the Circular. Conditional Admission is expected to
occur at 8.00 a.m. on 4 November 2020 or such later time and/or
date as finnCap, Numis and the Company may agree, not being later
than 8.30 a.m. on 4 November 2020.
The Conditional Placing is conditional, inter alia, on the
following:
(1) Firm Admission having occurred;
(2) the Resolutions being passed at the General Meeting;
(3) the Placing Agreement not having been terminated prior to
Conditional Admission and becoming unconditional in all respects;
and
(4) Admission of the Conditional Placing Shares having become
effective on or before 8.00 a.m. on 4 November 2020 (or such later
date and/or time as the Company and the Joint Bookrunners may
agree, being no later than 8.30 a.m. 18 November 2020).
The final number of Placing Shares will be agreed by finnCap,
Numis and the Company at the close of the Bookbuild and the result
will be announced as soon as practicable thereafter. It is
envisaged that the Bookbuild will be closed no later than 4.30 p.m.
on Thursday 15 October 2020. The Placing will not be
underwritten.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
The Placing Shares are not subject to clawback and are not part
of the Open Offer.
No element of the Placing has been underwritten.
7) THE PLACING AGREEMENT
Pursuant to the terms of the Placing Agreement, each of finnCap
and Numis, as agent of the Company, has conditionally agreed to use
its respective reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price.
The terms and conditions of the Placing are set out in Appendix
II of this announcement.
The Placing Agreement contains customary warranties from the
Company in favour of the Joint Bookrunners in relation to, inter
alia, the accuracy of the information in the circular and other
matters relating to the Group and its business. In addition, the
Company has agreed to indemnify each of the Joint Bookrunners in
relation to certain defined liabilities that it may incur in
respect of the Fundraising.
The Joint Bookrunners have the right to terminate the Placing
Agreement in certain circumstances prior to Admission, in
particular, in the event of a material breach of the warranties
given to the Joint Bookrunners in the Placing Agreement or a
material adverse change affecting the business, financial trading
position or prospects of the Company or the Group as a whole.
The Placing Agreement also provides for the Company to pay all
costs, charges and expenses of, or incidental to, the Fundraising
and Admission including all legal and other professional fees and
expenses.
The Placing Shares have not been made available to the public
and have not been offered or sold in any jurisdiction where it
would be unlawful to do so.
8) THE GENERAL MEETING
A notice convening the General Meeting, to be held at The
Blueprint Design Company Limited, Martins Barn, Birdham Road,
Chichester, West Sussex PO20 7BX at 11.00 a.m. on 2 November 2020
is set out at the end of the Circular. At the General Meeting, the
Resolutions will be proposed to grant the Directors the authority
to allot the Conditional Placing Shares and Open Offer Shares.
Voting will be by way of a poll
For the reasons set out in the paragraph below, the Chairman and
the Board have decided that the fairest way for the General Meeting
to proceed would be by way of poll. This means that every
Shareholder present in person or by proxy has one vote for every
Ordinary Share held.
Conducting a meeting by way of a poll ensures that all
Shareholders are given the opportunity to participate in the
decision-making of the Company and have their votes recorded even
if they do not attend the meeting in person.
9) ACTION TO BE TAKEN
In respect of the General Meeting
In light of current laws and the Government's current guidance
regarding the COVID-19 pandemic, which includes enforcement of
social distancing, Shareholders will not be permitted to attend the
General Meeting.
The General Meeting will be convened in accordance with the
Company's Articles of Association and in line with the UK
Government's guidance. Voting on the Resolutions to be proposed at
the General Meeting shall be held on a poll rather than on a show
of hands. The Company believes that this is the best and fairest
way to ensure that the votes of all Shareholders can be taken into
account, whilst also preventing the Company and Shareholders
breaching the Government's guidance. Accordingly, the Company
encourages all Shareholders to vote electronically using the CREST
Proxy Voting Service or by going to www.signalshares.com (as
applicable) as soon as possible, in each case electing the Chairman
of the meeting as their proxy as no other proxy will be permitted
to attend the General Meeting.
The health and well-being of our Shareholders and colleagues
remains our priority and the steps set out above are necessary and
appropriate during the COVID-19 pandemic. We trust that
Shareholders will understand the need for these precautions in line
with Government public health guidelines.
10) OVERSEAS SHAREHOLDERS
Information for Overseas Shareholders who have registered
addresses outside the United Kingdom or who are citizens or
residents of countries other than the United Kingdom appears in
paragraph 6 of Part IV of the Circular, which sets out the
restrictions applicable to such persons. If you are an Overseas
Shareholder, it is important that you pay particular attention to
that paragraph of the Circular.
11) RECOMMATION
Shareholders are reminded that should the relevant Resolutions
not be passed, the proceeds of the Conditional Placing and/or the
Open Offer will not be received by the Company, which would
materially adversely affect the Company's business plans and
severely impact its ability to develop SNG001 as currently
intended. Should the Resolutions not be passed, the Company would
not be able to commence the proposed Phase III clinical trial in
COVID-19 patients as detailed in the circular and it would
materially adversely affect its manufacturing and device scale up
activities and potentially its other balance sheet strengthening
and partnering activities.
Accordingly, the Directors confirm that they consider the
Fundraising to be in the best interests of the Company and its
Shareholders as a whole and accordingly unanimously recommend that
you vote in favour of the Resolutions to be proposed at the General
Meeting, as they intend to do in respect of their own holdings.
Yours faithfully
Simon Shaw
Non-executive Chairman
Appendix II - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED, ("QUALIFIED INVESTORS")
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); AND (B) IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I)
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON
ORORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF
THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO
MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE
UNITED STATES IS BEING SOLICITED BY THIS ANNOUNCEMENT AND, IF SENT
IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE
PLACING SHARES. THE PRICE OF ORDINARY SHARES IN THE COMPANY AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS
MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE
PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF
IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN
CERTAIN JURSIDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF
THIS ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
1. it is a Relevant Person (as defined above) 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;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, (i) the Placing Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Member State of
the European Economic Area ("EEA") other than Qualified Investors
or in circumstances in which the prior consent of the Joint
Bookrunners has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
Member State of the EEA other than Qualified Investors, the offer
of those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons;
3. if it is located outside the United States, it is subscribing
for Placing Shares in an "offshore transaction" (within the meaning
of Regulation S) and is purchasing the Placing Shares for its own
account or is purchasing the Placing Shares for an account with
respect to which it exercises sole investment discretion and that
it (and any such account) is located outside the United States or
it is a dealer or other professional fiduciary in the United States
acting on a discretionary basis for non-U.S. beneficial owners
(other than an estate or trust), in reliance upon Regulation S;
and/or
4. it (and any accounts it represents) is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities
Act) and will duly execute and deliver a US Investor Letter to the
Company and the Joint Bookrunners.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, New Zealand, Japan
or the Republic of South Africa or in any jurisdiction in which
such publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, New Zealand, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, New Zealand, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing
The Joint Bookrunners have entered into the Placing Agreement
with the Company under which the Joint Bookrunners have agreed, on
the terms and subject to the conditions set out therein, and
undertaken to use reasonable endeavours to procure, as the
Company's agent for the purpose of the Placing, subscribers for the
Placing Shares at the Issue Price. The Company and either or both
of the Joint Bookrunners have the right to agree for either or both
of the Joint Bookrunners to use reasonable endeavours to procure
subscribers for Open Offer Shares to the extent these are not taken
up under the Open Offer subject to and in accordance with the terms
and conditions of this Appendix applicable to the Conditional
Placing Shares and any such shares for which subscribers are sought
and/or procured shall be deemed to be Conditional Placing Shares
for the purposes of this Appendix.
The Placing Agreement contains customary undertakings and
warranties given by the Company to the Joint Bookrunners including
as to the accuracy of information contained in this Announcement,
to matters relating to the Company and its business and a customary
indemnity given by the Company to the Joint Bookrunners in respect
of liabilities arising out of or in connection with the Placing
and/or Admission.
The Placing will be made in two tranches:
-- The first tranche will comprise the Firm Placing, under which
the Firm Placing Shares will be issued pursuant to the Company's
existing share authorities which were granted to the directors at
the AGM of the Company held on 29 June 2020. The Firm Placing is
conditional upon, amongst other things, Firm Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms.
-- The second tranche will comprise the Conditional Placing,
under which the Conditional Placing Shares will be issued pursuant
to the new share authorities being sought at the General Meeting.
Accordingly, the Conditional Placing is conditional upon, amongst
other things, the Resolutions being passed at the General Meeting,
Conditional Admission becoming effective and the Placing Agreement
not being terminated in accordance with its terms.
No element of the Placing is being underwritten.
The New Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the relevant date of issue of
the New Shares.
The Company, subject to certain exceptions, has agreed not to
allot, issue or grant any rights in respect of its Ordinary Shares
in the period of 180 days from the later of the date of Firm
Admission and Conditional Admission without the prior written
consent of the Joint Bookrunners (such consent not to be
unreasonably withheld or delayed).
Application for admission to trading
Application will be made to the London Stock Exchange for
Admission of the Placing Shares to trading on AIM.
Subject to the conditions for the Firm Placing being met, it is
expected that Firm Admission will take place on or before 8.00 a.m.
on 19 October 2020 and that dealings in the Firm Placing Shares on
AIM will commence thereafter.
Subject to the conditions for the Conditional Placing being met,
including, amongst other things, the Resolutions being passed by
the requisite majorities at the General Meeting, it is expected
that Conditional Admission will take place on or before 8.00 a.m.
on 4 November 2020 and that dealings in the Conditional Placing
Shares on AIM will commence thereafter.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand by Placees for participation in the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners (whether individually or through any of
their affiliates) are arranging the Placing severally, and not
jointly or jointly and severally, as placing agents of the Company
and have agreed to use their respective reasonable endeavours to
procure Placees at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. The Joint Bookrunners and their respective
affiliates may participate in the Placing as principals (and are
each entitled to enter bids as principal in the Bookbuild).
3. The Issue Price, payable to the Joint Bookrunners as agents
for the Company by all Placees whose bids are successful, is fixed
at 175 pence. The number of Firm Placing Shares and Conditional
Placing Shares to be issued and the Issue Price will be agreed
between the Joint Bookrunners and the Company following completion
of the Bookbuild in respect of the Firm Placing Shares and the
Conditional Placing Shares and will be recorded in a term sheet
entered into between them (the "Term Sheet"). The number of Firm
Placing Shares and Conditional Placing Shares to be issued will be
announced on a Regulatory News Service following completion of the
Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at either
of the Joint Bookrunners. Each bid should state the number of
Placing Shares for, at the Issue Price, which the prospective
Placee wishes to subscribe. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 9 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the Joint
Bookrunners' consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Company and the Joint Bookrunners, to pay to them (or as the
Joint Bookrunners may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares
that such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee. Each prospective Placee's
obligations will be owed to the Company and the Joint
Bookrunners.
6. The Bookbuild in respect of the Placing is expected to close
no later than 4.30 p.m. on 15 October 2020, but the Bookbuild may
be closed earlier or later at the discretion of the Joint
Bookrunners and the Company. The Joint Bookrunners may, in
agreement with the Company, accept bids, either in whole or in
part, that are received after the Bookbuild has closed.
7. The Joint Bookrunners are each acting exclusively for the
Company and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other
than the Company for protections afforded to their respective
customers nor for providing advice in relation to the matters
described in this Announcement or any matter, transaction or
arrangement referred to in it.
8. Each prospective Placee's allocation of Firm Placing Shares
and/or Conditional Placing Shares, together with the Issue Price
will be confirmed to Placees either orally or in writing by a Joint
Bookrunner as soon as practicable following the close of the
Bookbuild, and an electronic trade confirmation will be dispatched
as soon as possible thereafter. The terms and conditions of this
Appendix will be deemed incorporated therein. A Joint Bookrunner's
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such prospective Placee (who will at that
point become a Placee) in favour of the Joint Bookrunners and the
Company, to subscribe for the number of Firm Placing Shares and/or
Conditional Placing Shares allocated to it and to pay the Issue
Price on the terms and subject to the conditions set out in this
Appendix and in accordance with the Company's articles of
incorporation. The allocation to each Placee of Firm Placing Shares
and/or Conditional Placing Shares comprised in that Placee's
aggregate allocation of Placing Shares shall be determined by the
Joint Bookrunners at their absolute discretion.
9. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. The Joint Bookrunners
may also, notwithstanding paragraphs 4 and 5 above, and subject to
prior agreement with the Company, (a) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time and (b) allocate Firm Placing Shares and/or
Conditional Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The Company reserves the
right (upon agreement with the Joint Bookrunners) to reduce or seek
to increase the amount to be raised pursuant to the Placing at its
discretion.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made on the basis explained below under
"Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of, amongst
other things, the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permissible by law, none of the
Company, the Joint Bookrunners, or any of their respective
affiliates shall have any responsibility or liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise) under these terms and conditions. In particular, none of
the Company, the Joint Bookrunners, or any of their respective
affiliates shall have any responsibility or liability (including to
the fullest extent permissible by law, any fiduciary duties) in
respect of the Joint Bookrunners' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree or of the allocation of a
participation between Firm Placing Shares and Conditional Placing
Shares. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and the Joint Bookrunners shall have no liability to the Placees
for any failure by the Company to fulfil those obligations.
14. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
15. All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Joint Bookrunner's obligations under the Placing Agreement
in respect of the Firm Shares are conditional on, inter alia:
-- the Company allotting, subject only to Firm Admission, the
Firm Placing Shares in accordance with the Placing Agreement;
-- the Placing Agreement having become unconditional in all
respects in relation to the Firm Placing Shares (save for the
condition relating to Firm Admission) and not having been
terminated in accordance with its terms before Firm Admission;
and
-- Firm Admission taking place no later than 8.00 a.m. on the
Firm Admission Date or such other time and/or date as may be agreed
between the Company and the Joint Bookrunners, not being later than
8.30 a.m. on 25 November 2020 ( the " Final Date ").
If (i) any of the conditions contained in the Placing Agreement
in relation to the Firm Placing Shares is not fulfilled or waived
by the Joint Bookrunners by the time or date where specified (or
such later time or date as the Company and the Joint Bookrunners
may agree, not being later than the Final Date), or (ii) the
Placing Agreement is terminated as described below, the Placing and
Open Offer will lapse and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
The Joint Bookrunner's obligations under the Placing Agreement
in respect of the Conditional Placing Shares are conditional on,
inter alia:
-- the conditions above in respect of Firm Admission being met;
-- the passing (without material amendment, save as agreed by
the Joint Bookrunners) of the Resolutions at the General
Meeting;
-- the Placing Agreement having become unconditional in all
respects in relation to the Conditional Placing Shares (save for
the condition relating to Conditional Admission) and not having
been terminated in accordance with its terms before Conditional
Admission; and
-- the Company allotting, subject only to Conditional Admission,
the Conditional Placing Shares in accordance with the Placing
Agreement; and
-- Conditional Admission taking place not later than 8.00 a.m.
on the Conditional Admission Date or such other time and/or date as
may be agreed between the Company and the Joint Bookrunners, not
being later than the Final Date.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Conditional Placing Shares is not fulfilled or
waived by the Joint Bookrunners by the respective time or date
where specified (or such later time or date as the Company and each
of the Joint Bookrunners may agree not being later than the Final
Date), or (ii) the Joint Bookrunner's obligations (and consequently
Placees' obligations) in respect of the Conditional Placing Shares
only under the Placing Agreement are terminated as described below,
the Placing in relation to the Conditional Placing Shares will
lapse and the Placees' rights and obligations hereunder in relation
to the Conditional Placing Shares shall cease and terminate at such
time.
The Joint Bookrunners may, in their respective absolute
discretions, waive, or extend the period (up to the Final Date) for
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement, save that the conditions relating to Firm Admission and
Conditional Admission taking place may not be waived and the period
for compliance with such conditions may not be extended beyond the
Final Date. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither of the Joint Bookrunners nor the Company shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition
or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Joint Bookrunners.
Right to terminate under the Placing Agreemen t
Either or both of the Joint Bookrunners may, in its or their
absolute discretion, at any time before Conditional Admission to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
(a) in the opinion of either or both of the Joint Bookrunners
(acting in good faith), the warranties given by the Company to the
Joint Bookrunners 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 either or both of the Joint Bookrunners
(acting in good faith), the Company fails to comply with any of its
obligations under the Placing Agreement in a respect which is
material (in the opinion of either or both of the Joint Bookrunners
(acting in good faith)) in the context of the Placing and
Admission; or
(c) in the opinion of either or both of the Joint Bookrunners,
there has been a development or event (or any development or event
involving a prospective change of which the Company is, or might
reasonably be expected to be aware) which will or is likely to have
a material adverse effect on or affecting the operations, the
condition (financial, operational, legal or otherwise), prospects,
management, results of operations, financial position or business
of the Company or of the Company's group (taken as a whole)
respectively whether or not foreseeable and whether or not arising
in the ordinary course of business; or
(d) there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of
securities generally on any stock exchange; any change in currency
exchange rates or exchange controls or a disruption of settlement
systems or a material disruption in commercial banking, in each
case as would be likely in the opinion of either or both of the
Joint Bookrunners (acting in good faith) to make it impracticable
or inadvisable to proceed with the Placing, Open Offer and/or
Admission.
Following Firm Admission, the Placing Agreement is not capable
of termination to the extent that it relates to the Firm Placing of
the Firm Placing Shares. If any termination occurs after the Firm
Admission, only the obligations of the Joint Bookrunners in respect
of the Conditional Placing, the Open Offer and Conditional
Admission shall be terminated.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by any
Placee or any prospective Placee at any time or in any
circumstances and the Placees participation will not be capable of
rescission or termination by it after oral confirmation by the
Joint Bookrunners of the allocation and commitments following the
close of the Bookbuild. By participating in the Placing, Placees
agree that the exercise by either or both of the Joint Bookrunners
of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint
Bookrunners, that they need not make any reference to Placees and
that the Joint Bookrunners shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise.
Placees will have no rights against the Joint Bookrunners, the
Company or any of their respective directors or employees under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended).
Lock-up arrangements
Other than pursuant to any share option schemes and other
employee incentive arrangements, the Company has undertaken with
the Joint Bookrunners that it will not, during the period of 180
days from the later of the date of the Firm Admission and
Conditional Admission, issue, allot, offer, pledge, sell, contract
to sell, grant any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any Ordinary Shares or other shares in the capital of
the Company or any securities convertible into or exchangeable for
Ordinary Shares or other shares in the capital of the Company, or
enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership
of Ordinary Shares or other shares in the capital of the Company,
other than with the prior written consent of the Joint Bookrunners
(such consent not to be unreasonably withheld or delayed) or as
otherwise contemplated by the Placing Agreement.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up provisions under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant
consent.
No admission document or prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing and Open Offer, and Placees' commitments
will be made solely on the basis of the information contained in
the Announcement and the Exchange Information (as defined further
below). Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company, the Joint Bookrunners, or any other
person and neither the Joint Bookrunners, the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by the Joint Bookrunners, the Company, or their
respective officers, directors, employees or agents. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor
the Joint Bookrunners are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Firm Placing Shares (ISIN:
GB00B0381Z20) following Firm Admission and in the Conditional
Placing Shares (ISIN: GB00B0381Z20) following Conditional Admission
will take place within CREST provided that, subject to certain
exceptions, each of the Joint Bookrunners reserves the right to
require settlement for, and delivery of the Placing Shares (or a
portion thereof) to Placees by such other means that it deems
necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
Following the closing of the Bookbuild, each Placee allocated
Firm Placing Shares in the Firm Placing and/or Conditional Placing
Shares in the Conditional Placing will be sent an electronic trade
confirmation or contract note stating the number of Firm Placing
Shares and/or Conditional Placing Shares allocated to it at the
Issue Price, the aggregate amount owed by such Placee to the Joint
Bookrunners (as agent for the Company) and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either
the CREST or certificated settlement instructions that it has in
place with the Joint Bookrunners.
It is expected that (i) settlement in respect of the Firm
Placing Shares will be on 19 October 2020 on a T+2 basis and (ii)
settlement in respect of the Conditional Placing Shares will be on
4 November 2020 on a T+2 basis, each in accordance with the
instructions set out in the trade confirmation.
In the event of any difficulties or delays in the admission of
the Firm Placing Shares or Conditional Placing Shares to CREST or
the use of CREST in relation to the Firm Placing or the Conditional
Placing, the Company and the Joint Bookrunners may agree that the
Firm Placing Shares and/or the Conditional Placing Shares should be
issued in certificated form. The Joint Bookrunners reserve the
right to require settlement for the Firm Placing Shares and/or the
Conditional Placing Shares, and to deliver the Firm Placing Shares
and/or the Conditional Placing Shares to Placees, by such other
means as they deem necessary if delivery or settlement to Placees
is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate from
time to time of Barclays Bank PLC as determined by the Joint
Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the relevant Joint Bookrunner's
account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify
the Joint Bookrunners (as agents for the Company) on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares to a Joint Bookrunner,
each Placee confers on the Joint Bookrunners all such authorities
and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which either or both of the Joint
Bookrunners lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and the Joint
Bookrunners, namely that, each Placee (and any person acting on
such Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, in its entirety and that its subscription of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and the Company's
announcements and circulars published in the past 12 months and
that it is able to obtain or access such information or comparable
information concerning other publicly traded company without undue
difficulty ;
4. acknowledges that none of the Joint Bookrunners, the Company,
any of their respective affiliates or any person acting on behalf
of any of them has provided it, and will not provide it, with any
material regarding the Placing Shares or the Company other than
this Announcement; nor has it requested any of the Joint
Bookrunners, the Company, their respective affiliates or any person
acting on behalf of any of them to provide it with any such
information and has read and understood the Exchange
Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of the
Joint Bookrunners, their affiliates or any person acting on its or
their behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement 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 itself to acquire the Placing
Shares is contained in this Announcement 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 neither received nor relied on any other information
given or representations, warranties or statements made by the
Joint Bookrunners, the Company or any of their respective
directors, officers or employees or any person acting on behalf of
any of them, or, if received, it
has not relied upon any such information, representations,
warranties or statements (including any management presentation
that may have been received by any prospective Placee or any
material prepared by the research department of either of the Joint
Bookrunners (the views of such research departments not
representing and being independent from those of the Company and
the corporate finance departments of the Joint Bookrunners and not
being attributable to the same)), and neither the Joint
Bookrunners, nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this Announcement as it
may otherwise place on a prospectus or admission document. Each
Placee further acknowledges and agrees that it has relied solely on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and it
will not rely on any investigation that the Joint Bookrunners, its
affiliates or any other person acting on its or their behalf has or
may have conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that neither of the Joint Bookrunners has any
duties or responsibilities to it, or its clients, similar or
comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook in the FCA's Handbook
of Rules and Guidance and that neither of the Joint Bookrunners is
acting for it or its clients and that neither of the Joint
Bookrunners will be responsible for providing protections to it or
its clients;
8. acknowledges that neither of the Joint Bookrunners, any of
their affiliates or any person acting on behalf of it or them has
or shall have any liability for the Exchange Information, any
publicly available or filed information or any representation
relating to the Company, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. that, save in the event of fraud on the part of a Joint
Bookrunner (and to the extent permitted by the Rules of the FCA),
neither such Joint Bookrunner, its ultimate holding company, nor
any direct or indirect subsidiary undertakings of that holding
company, nor any of their respective directors and employees shall
be liable to Placees for any matter arising out of the Joint
Bookrunners' role as placing agent or otherwise in connection with
the Placing and that where any such liability nevertheless arises
as a matter of law Placees will immediately waive any claim against
any of such persons which the relevant Placee(s) may have in
respect thereof;
10. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any state or
other jurisdiction of the United States, nor approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other
United States regulatory authority;
11. represents and warrants that, except as otherwise permitted
by the Company: (i) if it is located outside the United States, it
is subscribing for Placing Shares in an "offshore transaction"
(within the meaning of Regulation S) and is purchasing the Placing
Shares for its own account or is purchasing the Placing Shares for
an account with respect to which it exercises sole investment
discretion and that it (and any such account) is located outside
the United States or it is a dealer or other professional fiduciary
in the United States acting on a discretionary basis for non-U.S.
beneficial owners (other than an estate or trust), in reliance upon
Regulation S; or (ii) it (and any accounts it represents) is a
"qualified institutional buyer" (as defined in Rule 144A under the
Securities Act) and has duly executed a US Investor Letter in a
form provided to it and delivered the same to Company and the Joint
Bookrunners;
12. acknowledges that no representation has been made as to the
availability of Rule 144 or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares;
13. it is not acquiring the Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States and,
unless otherwise disclosed to the Joint Bookrunners and the Company
in writing, it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Firm Placing Shares
and/or Conditional Placing Shares is given;
14. it is not subscribing for any Placing Shares as a result of
(i) any "directed selling efforts" as that term is defined in
Regulation S under the Securities Act or (ii) any form of "general
solicitation or general advertising" within the meaning of
Regulation D under the Securities Act;
15. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada,
Australia, New Zealand, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions and represents and warrants that, unless
specifically agreed in writing with the Joint Bookrunners, neither
it nor the beneficial owner of such Placing Shares will be a
resident of Canada, Australia, New Zealand, Japan or the Republic
of South Africa;
16. represents and warrants that the issue to it, or the person
specified by it 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
transfer Placing Shares into a clearance system;
17. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and the Market
Abuse Regulation (Regulation 596/2014) ("MAR"); (ii) in connection
with money laundering and terrorist financing, it has complied with
its obligations under the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering Regulations 2017; and (iii) it is not a person:
(a) with whom transactions are prohibited under the Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to the Joint Bookrunners such evidence, if any, as to the identity
or location or legal status of any person which the Joint
Bookrunners may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Joint Bookrunners on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be purchased
by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Joint Bookrunners may decide in its
sole discretion;
18. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the EEA other than Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the offer or resale;
19. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to persons whose ordinary activities
involve them acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any member
state of the EEA within the meaning of the Prospectus Regulation
(including any relevant implementing measure in any member
state);
20. 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 the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
21. represents and warrants that it has complied and will comply
with all applicable provisions of the MAR with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
22. if in a Member State of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing,
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Regulation;
23. if in the United Kingdom, represents and warrants that it is
a person (i) who has professional experience in matters relating to
investments falling within Article 19(1) of the Order; (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
24. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
25. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Joint Bookrunners;
26. undertakes that it (and any person acting on its behalf)
will make payment to the Joint Bookrunners for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein and in the electronic trade
confirmation of contract note stating the number of Placing Shares
allocated to it and containing settlement instructions, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Joint Bookrunners may in their
discretion determine and without liability to such Placee and it
will remain liable and will indemnify the Joint Bookrunners on
demand for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear the liability for any stamp duty or stamp duty reserve tax or
security transfer tax (together with any interest or penalties due
pursuant to or referred to in these terms and conditions) which may
arise upon the placing or sale of such Placee's Placing Shares on
its behalf;
27. acknowledges that none of the Joint Bookrunners, any of
their affiliates, or any person acting on behalf of it or any of
them, is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of the Joint Bookrunners and that the Joint Bookrunners
has no duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
28. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither the Joint Bookrunners
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. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be credited to the
CREST stock account of the Joint Bookrunners who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
29. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales 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 (including non-contractual
matters) arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
30. acknowledges that time shall be of the essence in respect of
its obligations under this Appendix;
31. agrees that the Company, the Joint Bookrunners, and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Joint
Bookrunners on its own behalf and on behalf of the Company and are
irrevocable and are irrevocably authorised to produce this
Announcement or a copy thereof to any interested party in any
administrative or legal proceeding or official inquiry with respect
to the matters covered hereby;
32. agrees to indemnify on an after-tax basis and hold the
Company, the Joint Bookrunners and their respective affiliates
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
33. acknowledges that no action has been or will be taken by any
of the Company, the Joint Bookrunners, or any person acting on
behalf of the Company or the Joint Bookrunners that would, or is
intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
34. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
35. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
36. acknowledges that the Joint Bookrunners, or any of their
affiliates acting as an investor for their own account, may take up
shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares and may offer or sell such
shares other than in connection with the Placing;
37. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
38. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given by the Placee to
each of the Joint Bookrunners and the Company and are irrevocable
and shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Joint Bookrunners 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 UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Bookrunners in the event that
any of the Company or the Joint Bookrunners has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify the
Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither of the Joint Bookrunners not owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that either or both of the Joint
Bookrunners or any of their respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with a Joint Bookrunner, any money held in an account with
a Joint Bookrunner 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 rules and regulations of the FCA made under the
FSMA. 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 either of the
Joint Bookrunners' money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business and the Placee will rank only as a general
creditor of the Joint Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
'Admission' means the admission of all the New Shares to trading
on AIM becoming effective in accordance with the AIM Rules;
'AIM' means the market of that name operated by the London Stock
Exchange;
'AIM Rules' means the provisions of the London Stock Exchange's
AIM Rules for Companies as amended from time to time governing,
inter alia, admission to AIM and the continuing obligations of AIM
companies;
'Announcement' means this announcement (including the Appendix
to this announcement) relating to the Placing and Open Offer;
'Application Form' means the application form accompanying the
Circular on which Qualifying non-CREST Shareholders may apply for
Open Offer Shares in respect of the Open Offer;
'Circular' means the circular containing details of the Placing
and Open Offer, and which sets out the terms and conditions of the
Open Offer and incorporating a notice convening the General
Meeting, to be posted to Shareholders;
'Company' means Synairgen plc;
'Conditional Admission' means the admission of the Conditional
Placing Shares and the Open Offer Shares to trading on AIM becoming
effective;
'Conditional Admission Date' means 4 November 2020;
'Conditional Placees' means the Placees by whom or on whose
behalf a commitment to acquire Conditional Placing Shares has been
given;
'Conditional Placing' means that part of the Placing pursuant to
which Conditional Placing Shares are placed with Placees
conditionally on, among other things, the passing of the
Resolutions at the General Meeting and Conditional Admission;
'Conditional Placing Shares' means up to 30,770,985 further new
Ordinary Shares to be issued by the Company for cash at the Issue
Price which are to be placed subject to the Conditional
Placing;
'CREST' means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
'Directors' means the directors of the Company as at the date of
this Announcement;
'Excess CREST Open Offer Entitlement' means, in respect of a
Qualifying Shareholder, the entitlement (in addition to his or her
Open Offer Entitlement) to apply for Open Offer Shares, which is
conditional on him or her taking up his or her Open Offer
Entitlement in full;
'Excluded Overseas Shareholders' means Shareholders with
registered addresses in a Restricted Jurisdiction;
'FCA' means the Financial Conduct Authority of the United
Kingdom;
'Firm Admission' means the admission of the Firm Placing Shares
to trading on AIM becoming effective in accordance with Rule 6 of
part 1 of the AIM Rules;
'Firm Admission Date' means 19 October 2020;
'Firm Placing Shares' means up to 14,943,300 Ordinary Shares to
be issued by the Company for cash at the Issue Price which are to
be placed pursuant to the Firm Placing;
'Firm Placees' means the Placees by whom or on whose behalf a
commitment to acquire Firm Placing Shares has been given;
'Firm Placing' means that part of the Placing pursuant to which
Firm Placing Shares are placed with Placees conditionally on, among
other things, Firm Admission;
'Form of Proxy' means a form of proxy for use in connection with
the General Meeting, in hard copy or electronic form;
'FSMA' means the Financial Services and Markets Act 2000 (as
amended);
'General Meeting' means the general meeting of the Company to be
convened for 11.00 a.m. on 2 November 2020 (or any adjournment of
that meeting);
'Issue Price' means 175 pence per New Share;
'London Stock Exchange' means London Stock Exchange plc;
'New Shares' means, together, the Placing Shares and the Open
Offer Shares;
'the Joint Bookrunners' means each of Numis Securities Limited,
registered in England and Wales with company number 2285918, whose
registered office is at The London Stock Exchange Building, 10
Paternoster Square, London EC4M 7LT and FinnCap Limited ,
registered in England and Wales with company number 06198898, whose
registered office is at One Bartholomew Close, London, EC1A 7BL,
each being a 'Joint Bookrunner';
'Open Offer' means the invitation to Qualifying Shareholders to
apply to subscribe for Open Offer Shares at the Issue Price on the
terms and subject to the conditions set out in the Circular;
'Open Offer Entitlement' means the entitlement of a Qualifying
Shareholder, pursuant to the Open Offer, to apply to subscribe for
Open Offer Shares pursuant to, and subject to the terms of, the
Open Offer;
'Open Offer Shares' means the Ordinary Shares to be issued to
certain Shareholders who have agreed to subscribe for such Ordinary
Shares pursuant to the Open Offer;
'Ordinary Shares' means the ordinary shares of 1 penny each in
the capital of the Company;
'Placee' means the Conditional Placees, the Firm Placees and any
other persons by whom or on whose behalf a commitment to acquire
Placing Shares has been given;
'Placing' means the placing of the Placing Shares to be
conducted by way of an accelerated bookbuilding process, by the
Joint Bookrunners on behalf of the Company;
'Placing Open Offer Shares' means the Open Offer Shares nor
taken up pursuant to the Open Offer but for which the Joint
Bookrunners have procured subscribers in accordance with the terms
of the Placing Agreement;
'Placing Agreement' means the placing agreement dated 14 October
2020 between the Company and the Joint Bookrunners in respect of
the Placing;
'Placing Shares' means the Firm Placing Shares, the Conditional
Placing Shares and, if the context requires, any Placing Open Offer
Shares;
'Prospectus Regulation' means Regulation (EU) 2017/1129
'Qualifying non-CREST Shareholders' means holders of Ordinary
Shares in uncertificated form on the register of members of the
Company on the Record Date (other than Excluded Overseas
Shareholders);
'Qualifying non-CREST Shareholders' means holders of Ordinary
Shares in certificated form on the register of members of the
Company on the Record Date (other than Excluded Overseas
Shareholders);
'Qualifying Shareholders' means Qualifying CREST Shareholders
and Qualifying non-CREST Shareholders (other than Excluded Overseas
Shareholders);
'Record Date' means 06:00 p.m. on 13 October 2020;
'Regulation D' means Regulation D promulgated under the
Securities Act;
'Regulation S' means Regulation S promulgated under the
Securities Act;
'Regulatory News Service' means the electronic information
dissemination service operated by the London Stock Exchange's
Company Announcements Office, or any alternative "PIP service"
(primary information provider service) which the Company has
selected for the purposes of making regulatory announcements in
accordance with the AIM Rules;
'Resolutions' means the resolutions set out in the notice of
General Meeting contained in the Circular;
'Restricted Jurisdiction' the US, Australia, Canada, Japan, New
Zealand and the Republic of South Africa and any other jurisdiction
in which it would be unlawful to offer the Placing Shares or the
Open Offer Shares, or where the Placing and Open Offer would be
required to be approved by a regulatory body;
'Securities Act' means the US Securities Act of 1933, as
amended;
'Shareholders' means holders of Ordinary Shares;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland;
'United States' or 'US' means the United States of America, its
territories and possessions, any state of the United States, and
the District of Columbia; and
'US Investor Letter' means the representation letter in the
approved form to be executed by any Placee who is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities
Act).
[1] Throughout this announcement, where reference is made to
"101 patients", 101 patients were randomised to this study, of
which, 98 were dosed.
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END
IOEQZLFFBBLLFBK
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