TIDMSTX TIDMSTXW
RNS Number : 1572I
Shield Therapeutics PLC
15 June 2017
Shield Therapeutics plc
Proposed Fundraise
Shield Therapeutics plc
15 June 2017
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Shield Therapeutics plc
("Shield" or the "Company" or the "Group")
London, UK, 15 June 2017
Shield Therapeutics plc (LSE:STX), the specialty pharmaceutical
company focused on the development and commercialisation of
late-stage pharmaceuticals that address unmet medical needs in
secondary care, today announces its intention to raise a total of
approximately GBP12 million (before expenses) through (i) a
co-ordinated exercise of existing warrants at an exercise price of
150p per share to raise approximately GBP10.3 million (the "Warrant
Exercise"), and simultaneously with the Warrant Exercise (ii) a
placing of new ordinary shares at 150p per share to raise
approximately GBP1.5 million (the "Placing") and (iii) a
subscription of new ordinary shares at 150p per share by certain
directors and a senior manager of the Company to raise
approximately GBP0.145 million (the "Subscription" and, together
with the Placing and the Warrant Exercise, the "Fundraise").
Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel
Hunt") are acting as joint bookrunners (together the "Joint
Bookrunners") in respect of the Placing. Liberum is acting as
Nominated Adviser to the Company.
Transaction Summary
-- The Fundraise - the Company intends to raise approximately
GBP12 million through the Fundraise via (i) a co-ordinated exercise
of existing warrants to raise approximately GBP10.3 million, and
simultaneously with the Warrant Exercise (ii) a placing of new
ordinary shares to raise approximately GBP1.5 million, (iii) the
subscription of new ordinary shares by each of the directors and a
senior manager of the Company ("Subscription Shares") to raise
approximately GBP0.145 million.
-- Warrant Holder Irrevocable Undertakings - following this
announcement the Company expects to receive irrevocable
undertakings or firm commitments from warrant holders committing,
subject to completion of the Placing, to exercise warrants with an
expiry date of 30 June 2017 at an exercise price of 150p per new
ordinary share, which is expected to result in the issue of
6,870,538 new ordinary shares to the relevant warrant holders (the
"Warrant Exercise Shares").
-- Proposed Placing - the Placing is being conducted via an
accelerated bookbuild exercise, pursuant to which it is intended
that a minimum of 1,000,000 new ordinary shares will be issued to
investors (the "Placing Shares") at an issue price of 150p per new
ordinary share.
-- Fundraise Price - The Warrant Exercise price of 150p was set
at the time of the Company's IPO and each of the Placing, the
Warrant Exercise and the Subscription are being conducted at 150p
per share, (the "Fundraise Price"), which represents a discount of
11.0 per cent. to the closing middle market share price of 168.5p
per existing ordinary shares on 14 June 2017, being the last
trading day prior to the publication of this announcement.
-- Use of Proceeds - the net proceeds of the Fundraise of
approximately GBP11.4 million, alongside the Company's existing
cash resources of approximately GBP12 million (unaudited as at 31
May 2017) (together, the "Cash Resources"), will be used to:
o fund increased commercialisation activities for Feraccru in
the UK and Germany;
o deliver primary endpoint data from the pivotal phase 3 AEGIS
Chronic Kidney Disease ("CKD") study (anticipated Q4 2017); and
o provide further working capital until towards the end of Q1
2018.
In addition, the Cash Resources will be used to fund continued
progress:
o of phase 3b AEGIS head to head ("H2H") trial to its 12-week
primary endpoint (anticipated H1 2018); and
o towards a New Drug Application ("NDA") filing of Ferracru for
US regulatory review (anticipated during H1 2018).
-- Admission - admission of the Placing Shares, the Warrant
Exercise Shares and the Subscription Shares is expected to occur
concurrently at 8.00 a.m. on 28 June 2017 (or such later date as
the Company, Liberum and Peel Hunt may agree, being no later than
30 June 2017) ("Admission").
-- No general meeting of the Company will be required to complete the Fundraise.
Carl Sterritt, Chief Executive Officer and Co-Founder of Shield
Therapeutics, commented: Since our IPO in 2016 Shield has
transitioned into a commercially focused specialty pharma business
that is now actively generating revenue in both Germany and the UK
from its lead product, Feraccru. With key data and pipeline
progress due in the coming months, which are expected to provide
significant additional value creating opportunities for the
Company, the Board and management team remain focused on execution
of our plans. I am grateful for the support indicated for the
Fundraise from our existing shareholders at this exciting time as
these funds will enable us to reach and go beyond the upcoming key
inflection points."
Enquiries
Shield Therapeutics plc +44 (0)20 7186 8500
Carl Sterritt, Chief Executive Officer
Joanne Estell, Chief Financial Officer
Karl Keegan, Director Corporate Development
Nominated Adviser, Joint Bookrunner and Joint Broker +44 (0)20 3100 2222
Liberum Capital Limited
Christopher Britton
Steve Pearce
Jonathan Wilkes-Green
Joint Bookrunner and Joint Broker +44 (0)20 7418 8900
Peel Hunt LLP
James Steel
Alastair Rae
Oliver Jackson
Financial PR Advisor +44 (0)203 709 5700
Consilium Strategic Communications shieldtherapeutics@consilium-comms.com
Mary-Jane Elliott
Matthew Neal
Lindsey Neville
Hendrik Thys
Further information regarding the Fundraise
Information on the Company
Shield is a specialty pharmaceutical company focused on the
commercialisation and development of late-stage, hospital-focused
pharmaceuticals which address unmet medical needs in secondary
care. The Company's clear purpose is to help its patients become
people again, by enabling them to enjoy the things that make the
difference in their everyday lives. The Group owns the marketed
product, Feraccru, which has been approved initially for the
treatment of iron deficiency anaemia ("IDA") in adult patients with
inflammatory bowel disease ("IBD") and has exclusive IP rights
until the mid-2030s. The Company is currently conducting a phase 3
pivotal study in approximately 170 pre-dialysis CKD patients with
IDA in approximately 30 US-based expert nephrology centres. The
AEGIS-CKD study is aiming to prove the effectiveness of Feraccru in
the treatment of IDA in pre-dialysis CKD patients and is due to
read out in Q4 2017 and a successful study is expected to
significantly increase the commercial opportunity for Feraccru via
a label expansion in Europe during 2018 as well as allowing for a
filing of an NDA in the USA.
In addition, having taken PT20 - a development product for the
treatment of systemic phosphate accumulation (hyperphosphatemia) in
CKD patients - through to being phase 3 ready; the Group is seeking
licensing/co-development partners for it and for PT40, a generic
form of Venofer which could be used to treat IDA in renal dialysis
patients.
Details of the Fundraise
Shield is proposing to raise approximately GBP12 million (before
expenses) through the issue of, in aggregate, 7,967,207 new
ordinary shares of 1.5p each in the capital of the Company at a
price of 150p per share pursuant to the Warrant Exercise, the
Placing and the Subscription (the "New Ordinary Shares"). The
Directors in consultation with the Joint Bookrunners have the
ability to increase the size of the Fundraise at their discretion.
It is expected that 6,870,538 Warrant Exercise Shares will be
issued pursuant to the Warrant Exercise, 1,000,000 Placing Shares
will be issued pursuant to the Placing and 96,669 Subscription
Shares will be issued pursuant to the Subscription, in each case at
the Fundraise Price of 150p per share. The Fundraise Price
represents a 11.0 per cent. discount to the closing middle market
share price of 168.5p per existing ordinary share on 14 June 2017.
The Fundraise, which is not underwritten, is not conditional on
Shield shareholder approval and the Placing is being undertaken
utilising a cash box structure.
Application will be made by the Company to the London Stock
Exchange for the New Ordinary Shares to be admitted to trading on
the AIM market. The New Ordinary 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. It is expected that Admission of the New Ordinary Shares
will become effective at 8.00 a.m. on 28 June 2017, and that
dealings in the New Ordinary Shares will commence at that time.
The Warrant Exercise
The Warrant Exercise will be conducted in accordance with the
instrument entered into by the Company by way of a deed poll dated
12 February 2016 ("Warrant Instrument") which granted to the
holders of warrants the right to subscribe for ordinary shares of
1.5p each in the capital of the Company by 30 June 2017 at an
exercise price of 150p per share.
Following this announcement, the Company expects to receive
irrevocable undertakings and/or firm commitments from certain
warrant holders (including the Company's largest shareholder W.
Health L.P.) to exercise warrants in respect of in aggregate
6,870,538 New Ordinary Shares at the exercise price of 150p per
share representing 58.9% of the available warrants that were issued
at the IPO. Unless exercised by 30 June 2017, the remaining
warrants will expire on that day. Pursuant to the terms of the
irrevocable undertakings and firm commitments, warrant holders will
undertake to exercise (or procure that their nominee exercises) the
number of warrants specified in the irrevocable undertaking or firm
commitment at the exercise price of 150p per share by way of a
submission in the prescribed form in CREST ("CREST Instruction") by
no later than 11:00am on 27 June 2017.
The irrevocable undertakings and firm commitments will lapse in
the event the placing agreement between the Company, Liberum and
Peel Hunt dated 15 June 2017 (the "Placing Agreement") is
terminated or does not become unconditional in accordance with its
terms by 28 June 2017 (or such later date as the Company, Liberum
and Peel Hunt may agree being no later than 30 June 2017). In the
event that the irrevocable undertakings and firm commitments lapse,
the Company will (to the extent a CREST Instruction has been
submitted) authorise the revocation of the CREST Instruction and
procure that the funds and warrants are returned to the CREST
exercising member as soon as practicable thereafter.
The Subscription
Each of the Company's directors (Carl Sterritt, Andrew Heath,
James Karis, Peter Llewellyn Davies and Joanne Estell) and a senior
manager have indicated that they intend to subscribe for, in
aggregate, 96,669 Subscription Shares at a price of 150p per
Subscription Share raising, in aggregate, approximately GBP0.145
million. Further details of any such participation will be set out
in the announcement to be made on the closing of the Bookbuild,
which is expected to be made later today.
The Placing
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") which will commence immediately following
this announcement. Liberum and Peel Hunt have been appointed as
Joint Bookrunners in respect of the Placing.
Under the terms of the Placing, it is intended that a minimum of
1,000,000 Placing Shares will be placed on a non-pre-emptive basis
at the Fundraise Price, which represents 0.92 per cent of the
existing issued ordinary share capital of the Company as at 14 June
2017. The Directors in consultation with the Joint Bookrunners have
the ability to increase the number of Placing Shares to be issued
at their discretion. The timing of the closing of the Bookbuild,
the number of ordinary shares to be issued and allocations are at
the discretion of the Company and the Joint Bookrunners. Details of
the outcome of the Bookbuild will be announced as soon as
practicable after it is closed.
The Placing Shares are not subject to clawback in favour of
shareholders, the Placing is not underwritten and is subject to the
terms and conditions set out in the appendix (the "Appendix") to
this announcement (which forms part of this announcement, such
announcement and the Appendix together being, this "Announcement").
The Placing is conditional upon inter alia, the Placing Agreement
becoming unconditional and not being terminated and Admission
becoming effective prior to 28 June 2017 (or such later date as the
Company, Liberum and Peel Hunt may agree being no later than 30
June 2017).
The issue of the Placing Shares to institutional investors is to
be effected by way of a cash box placing. The Company will allot
and issue the Placing Shares on a non-pre-emptive basis to placees
in consideration for Liberum transferring its holdings of
redeemable preference shares and ordinary shares in a Jersey
special purpose vehicle ("JerseyCo") to the Company. Accordingly,
instead of receiving cash as consideration for the allotment and
issue of Placing Shares, at completion of the Placing, the Company
will own all of the issued ordinary shares and redeemable
preference shares of JerseyCo, whose only asset will be its cash
reserves, which will represent an amount approximately equal to the
net proceeds of the Placing (net of any agreed commissions and
expenses).
Lock-up Arrangements
Each of Andrew Heath, James Karis, Peter Llewelyn Davies, Carl
Sterritt, and Joanne Estell as directors of the Company has agreed
to enter into new six-month lock-up arrangements, during which
time, subject to certain exceptions, they may not issue, offer,
sell or contract to sell, or otherwise dispose of any ordinary
shares, or enter into any transaction with the same economic effect
as the foregoing (each a "Disposal"). In addition, they have also
agreed that any Disposal in the subsequent six-month period will be
undertaken by Liberum or Peel Hunt (for so long as either Liberum
or Peel Hunt remain the Company's joint broker).
Pursuant to the terms of the Placing Agreement, the Company has
also agreed that for a 90-day period from the date of the Placing
Agreement, the Company will not issue, allot, offer, pledge, sell,
contract to sell, grant any option or contract to purchase,
purchase any option or contract, grant any option, right or warrant
to purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any ordinary shares in the Company without the prior
written consent of the Joint Bookrunners except under an existing
employee share scheme of the Company and/or the allotment and issue
of ordinary shares pursuant to the exercise of warrants outstanding
after Admission.
Expected Timetable of Principal Events
Event Date
------------------------------ --------------------------
Announcement of the Fundraise 7.00 a.m. on 15 June 2017
------------------------------ --------------------------
Commencement of the Bookbuild 7.00 a.m. on 15 June 2017
relating to the Placing
------------------------------ --------------------------
Irrevocable undertakings Before the Placing closes
from warrant holders to on 15 June 2017
exercise their warrants
pursuant to the Warrant
Exercise received by the
Company
------------------------------ --------------------------
Results of the Fundraise By close of business on
announced 15 June 2017
------------------------------ --------------------------
Date by which warrant 11.00 a.m. on 27 June
holders who are exercising 2017
their warrants pursuant
to the Warrant Exercise
must have submitted (either
directly or via their
nominee) the USE instruction
into CREST
------------------------------ --------------------------
Admission and commencement 8.00 a.m. on 28 June 2017
of dealings in New Ordinary
Shares issued pursuant
to the Fundraise
------------------------------ --------------------------
New Ordinary Shares to 28 June 2017
be held in Uncertificated
Form credited to CREST
stock accounts
------------------------------ --------------------------
Background to and reasons for the Fundraise
In February 2016, Shield successfully completed its IPO on the
AIM market of the London Stock Exchange ("IPO"), raising GBP32.5
million (gross) of growth capital from a high quality group of new
and existing investors. As part of the IPO, investors were issued
with warrants to subscribe for new ordinary shares in Shield at
150p per share by the warrant expiry date of 30 June 2017, and
these funds would be used to further fund the Company's existing
business plan as set out at IPO.
The IPO has been a transformational event for Shield and
provided the capital to set up a lean and focused sales force to
commercialise Feraccru initially to specialist gastroenterologists
in the major European pharmaceutical markets, as per the initial
approval of Feraccru. Through the funds raised at IPO, Shield has
continued to invest in a growing commercial team as well as
necessary infrastructure, significantly adding resources and
competencies through 2016 and into 2017. This has resulted in
Shield transforming itself from a small, wholly development-focused
and privately owned company with approximately 16 employees, into a
publicly traded, significantly larger and increasingly
commercially-focused, customer-facing organisation of approximately
70 employees, which is set up to sell innovative and value-added
specialty pharmaceuticals, in particular Feraccru, that effectively
treat otherwise unmet medical needs.
Since IPO, the Company has made significant progress in a number
of key areas including:
-- in February 2016, the Company received Pan-European Marketing
Authorisation Approval of Feraccru for the treatment of IDA in
adult patients with IBD;
-- in May and October 2016, attractive price points of GBP1.70
and EUR2.29 per day were achieved for Feraccru in the UK and
Germany, respectively;
-- effective sales teams have been built in the UK and Germany
with c. 20 customer-facing members of the team now interacting
daily with customers across both geographies, with further
expansion planned through 2017;
-- sales of Feraccru commenced in the UK and Germany;
-- first commercial product shipments have been completed to the
Company's Central & East European commercialisation partner,
AOP Orphan Pharmaceuticals ("AOP");
-- grants have been received for a new Composition of Matter
patent covering the crystalline forms of Feraccru. To date grants
have been issued by the UK Patent Office (October 2016), Australian
Patent Office (March 2017), Canadian Patent Office (April 2017) and
the European Patent Office (May 2017). This patent considerably
improves the protection surrounding Feraccru and, where granted,
extends the main IP coverage from 2023 through to as long as
2035;
-- a pre-approval notification for Feraccru was received from
the Swiss regulatory authority in June 2017;
-- the AEGIS-CKD pivotal Phase 3 study has progressed well with
primary endpoint data readout anticipated towards the end of 2017.
Positive data is expected to facilitate a broader label application
in Europe and NDA filing in the US. With successful applications,
the Company expects an increase in the available patient population
from the current estimated 330,000 with IBD in the EU-5 (being UK,
Germany, France, Italy and Spain), to approximately 2.6m patients
with IBD-IDA and CKD-IDA in the EU-5 and the US;
-- in May 2017 the Company signed an agreement with AOP that
improved the commercial terms of the existing agreement for Central
and Eastern Europe and also extended AOP's distribution agreement
to include Scandinavia;
-- Shield is also actively discussing licensing agreements for
Feraccru across a number of non-core markets with further potential
partners; and
-- the Company is progressing opportunities to partner or
out-licence its complementary pipeline assets, particularly PT20
and PT40.
As reported in the Company's full year 2016 results announcement
issued on 4 April 2017, as at 31 December 2016 the Company had
existing cash resources, of approximately GBP21 million, which had
reduced, in line with the Company's expectations, to approximately
GBP12 million as at 31 May 2017 (unaudited). As anticipated at IPO,
and on the basis of the Company's anticipated future cash
requirements, the Company requires further funding for the
continued development and commercialisation of Feraccru and, in
particular, to deliver pivotal phase 3 AEGIS-CKD data by the end of
2017, a potentially transformational milestone and value inflection
point for Shield due to the significant increase in Feraccru's
target populations and available markets such a positive result
would facilitate.
The Board believes that raising equity finance using the
flexibility provided by a non pre-emptive placing combined with a
co-ordinated exercise of the Company's existing warrants is the
most appropriate and optimal structure for the Company at this
time. This allows both existing institutional warrant holders and
new institutional investors the opportunity to participate in the
Fundraise and avoids the requirement for a prospectus, which is a
costly and time consuming process.
Use of Cash Resources
The net proceeds of the Fundraise of approximately GBP11.4
million, alongside the Company's existing cash resources of
approximately GBP12 million (as at 31 May 2017 (unaudited)), will
be used to:
-- fund increased commercialisation activities for Feraccru in the UK and Germany;
-- deliver primary endpoint data from the pivotal phase 3 AEGIS
CKD study (anticipated Q4 2017); and
-- provide further working capital until towards the end of Q1 2018.
In addition, the Cash Resources will be used to fund continued
progress:
-- of the phase 3b AEGIS H2H trial to its primary endpoint (anticipated H1 2018); and
-- towards a NDA filing of Feraccru for US regulatory review (anticipated during H1 2018).
Should the Company raise funds in excess of approximately GBP12
million as part of the Fundraise or should any of the remaining
warrants be exercised prior to their expiry, the net proceeds of
the additional funds raised will be used to provide further working
capital and to extend the cash runway of the business further into
2018; including to make further progress towards the completion of
the phase 3b AEGIS H2H trial, as well as advancing the filing of
the NDA for Feraccru in the US. In addition, the Company will
continue to assess the range of options available to it to further
extend its cash runway, in particular through its increased focus
on outward business development activities in respect of partnering
assets, which may result in upfront licence fees being received by
the Company, before the end of the first quarter of 2018.
Business and Strategy Update
Feraccru - initial focus on targeting IDA patients with IBD in
UK and Germany
Feraccru is the Company's lead product and is a novel therapy
for the treatment of IDA that received an initial marketing
authorisation across Europe in February 2016 for the treatment of
adult IBD patients with IDA. Feraccru is the first oral iron
therapy to be approved for the treatment of IDA in patients with
IBD and Shield's initial target market for Feraccru for in-house
commercialisation is the approximately 330,000 IBD patients in the
EU-5 who have IDA and require pharmaceutical therapy. Commercially,
Feraccru is not directly competing against or seeking to be
compared with the wide range of mostly generic and low priced oral
ferrous products ("OFPs") available in the market, rather Shield's
positioning of Feraccru is focused on patients who are either
currently on IV therapy, are treated ineffectively with OFPs or are
unwilling to take them due to their well-documented adverse event
profile. The Company's near-term commercial focus is to grow sales
in Germany and the UK, creating a strong base from which to expand
into new geographies and indications.
Pivotal research and development to support broader
commercialisation of Feraccru
AEGIS-CKD Phase 3 study -primary endpoint data anticipated Q4
2017
In December 2016, the Company commenced recruitment into a
randomised, placebo-controlled phase 3 pivotal study of
approximately 170 pre-dialysis CKD patients with IDA in
approximately 30 US-based expert nephrology centres. The AEGIS-CKD
study is aiming to prove the effectiveness of Feraccru in the
treatment of IDA in pre-dialysis CKD patients.
This study continues to recruit well and remains on track to
deliver top-line primary efficacy data in the fourth quarter of
2017. A positive result from the AEGIS-CKD study is highly relevant
to the Company's long-term commercial plans as it is expected to
facilitate concurrent regulatory filings in Europe and the US in
2018, providing (a) a broad label for Feraccru in Europe,
increasing the evidence-based target population for Feraccru in the
EU-5 from an estimated 330,000 with IBD-IDA to c. 1.3 million by
the addition of CKD-IDA patients suitable for therapy and (b)
access to the more than c. 1.3 million US patients with IBD-IDA and
CKD-IDA for whom Feraccru will then become a realistic treatment
option following potential FDA approval as early as H1-2019, which
will allow the start of commercial operations for Feraccru in the
world's largest and most profitable pharmaceutical market. The
attraction of the US opportunity in terms of enlarging the
addressable patient population for Feraccru is further enhanced by
the routinely higher pricing opportunity the US market typically
affords prescription pharmaceuticals. Market research commissioned
by the Company has suggested that Feraccru's price could be
approximately 3x the premium achieved in the UK of GBP1.70 per
day.
What is CKD and why is it an attractive second indication for
Feraccru?
In CKD patients, IDA develops due to blood loss through frequent
blood tests, decreased iron absorption from the gut, lower iron
intake through eating less iron rich foods (renal diet) and
increased iron sequestration by the major organs due to chronic
inflammation caused by CKD. It is a chronic progressive disease
manifested by patients losing kidney function over a prolonged
period. It is estimated that 5-10% of the global population have
CKD, driven primarily by an ageing population and diseases
associated with a Western lifestyle such as high blood pressure,
obesity, diabetes and high cholesterol levels.
Oral iron supplements are considered first line therapy and are
the most common form of treatment for patients. However, oral iron
therapy is suitable mainly for pre-dialysis CKD patients, typically
stages 3 and 4 as patients in stages 1 and 2 often have
asymptomatic disease, while patients in stage 5 are often already
on dialysis and the intravenous mode of iron administration is
currently considered more appropriate at that advanced stage.
Unlike IBD which is characterised by episodic "flares" which are
currently treated intermittently, CKD is a chronic progressive
condition, which requires constant treatment. This potentially
offers the prospect of a significantly more attractive commercial
opportunity due to an initially larger and increasing patient pool
combined with a longer treatment duration per patient. Furthermore
Feraccru has the potential to demonstrate clinical differentiation
to current treatments by (i) offering a form of oral iron that has
been demonstrated to be well tolerated and (ii) has a distinctive
mechanism of action, (iii) is efficiently absorbed, (iv) is used at
much lower doses of iron and (v) potentially offers a lower pill
burden, all adding to a strong rationale for its use.
Feraccru has the potential to demonstrate clinical
differentiation to current treatments by offering a form of oral
iron that is well tolerated and, due to its clearly distinctive
mechanism of action, is efficiently absorbed so allowing the use of
much lower doses of the active pharmaceutical ingredient and
potentially a lower pill burden, all adding to the compelling
rationale for the use of Feraccru.
AEGIS-H2H non-inferiority Phase 3b study - primary endpoint data
anticipated H1 2018
The AEGIS-H2H Phase 3b study is designed as a non-inferiority
trial comparing the efficacy and safety of Feraccru to the
market-leading latest generation form of IV iron (Ferinject, ferric
carboxymaltose). The study - which is a long term 52-week trial
with a primary endpoint assessment to be delivered on 12-week data
- is intended to generate a range of pharmaco-economic end points
to support the Group's commercial activities and support pricing
and reimbursement applications in markets such as Spain, France and
Italy that routinely use health technology assessment
protocols.
Despite investing in US centres and additional EU-based centres,
the episodic nature of IBD-related IDA together with some of the
protocol's specific inclusion and exclusion criteria has meant that
patients have to be identified and screened for the study in a very
narrow timeframe, which has resulted in a slower than anticipated
rate of recruitment. Furthermore, in Germany - a country that has
routinely recruited well into Feraccru clinical studies - the
positive start to our initial commercial activity has at times
resulted in patients being placed on commercial therapy, rather
than clinical trial therapy. Consequently the primary endpoint data
from the AEGIS-H2H study is now expected to be available during H1
2018; however, should the AEGIS-CKD study report a positive primary
endpoint, Shield retains the option to analyse the data at an
earlier point of time, albeit that would be on a reduced number of
subjects enrolled. Based on current timelines for data availability
from the AEGIS-H2H trial, the Company conservatively anticipates
launch in the EU-3 (being France, Italy and Spain) in H1 2019.
Other trials and data collection efforts
With Feraccru now commercially available the Group is actively
working to enable and facilitate other methods of data collection
to support its marketing activities and pricing and reimbursement
applications. This includes a patient registry in Germany and a
real world evidence study across a small number of UK prescribing
centres involving upwards of 100 patients receiving commercial
Feraccru. As well as generating supportive data for the use of
Feraccru, involvement in such programmes can more directly increase
the prescriber's knowledge of the product being assessed.
The Group's first paediatric pharmaco-kinetic study of Feraccru
has also now commenced recruitment of 36 subjects across up to 6
expert centres in the UK. Recruitment is going well and Shield is
observing a high degree of interest and involvement from the
participating centres. Data from this study will help the Group
design the small phase 3b study that the European Medicines Agency
requires to enable Feraccru to be marketed to the paediatric
opportunity that has been identified.
Further strengthening the intellectual property protection of
Feraccru
Shield continues to strengthen its IP position in regard to
Feraccru. Following the UK grant notification in October 2016 for
the composition of matter patent application covering "Crystalline
Forms of Ferric Maltol", Australian and Canadian patent grants were
received in March and April 2017, respectively. In May 2017 the
European Patent Office also notified Shield that it intends to
grant the patent across its jurisdiction. In addition, in the US
and elsewhere, the Group is utilising an expedited examination
under the Global Patent Prosecution Highway program (GPPH) based on
the UK patent (UK Patent No. GB2531742) for "Polymorphs of Ferric
Maltol". Where granted, the composition of matter patent protects
the active substance of Feraccru through to as long as 2035.
Business development
Geographic expansion of Feraccru outside the Group's stated core
markets is an important element of Shield's broader
commercialisation strategy and good progress continues to be made
in this respect. The Group recently concluded an update to and
expansion of the existing agreement with AOP Pharmaceuticals which
provides for improved commercial terms in existing territories and
the addition of commercial rights to Feraccru in Scandinavia (as
contemplated and disclosed at IPO). This improved agreement is
expected to accelerate access to near-term revenues in this market
region and allows Shield to focus its working capital on the
clearly identified core markets. Discussions are also progressing
well in other non-core markets including the likes of Australia,
Canada and Switzerland.
With the AEGIS-CKD trial due to read out in Q4 2017, the Group
is placing greater focus on proactively exploring the multiple
options available to it to commercialise Feraccru in the US
including self-launch, co-promotion or out-licencing. The Company
has received preliminary interest from third parties with regard to
out-licencing/partnering Feraccru in the US and the Board continues
to evaluate all opportunities with a view to being able to
determine the most appropriate strategy in a timely manner
following reporting of the AEGIS-CKD trial results.
The Group has also increased activities aimed at delivering
partnering opportunities for its additional assets. These include
PT20, a phosphate binder for CKD patients with hyperphosphataemia
which has already successfully completed 1 of 2 required pivotal
trials; as well as PT40, a generic formulation of Venofer ([1]) ,
which if approved, would currently be the first generic version of
iron sucrose to come to market. Following the recent recruitment of
a Business Development Executive our outward-focused business
development activities now include more than 50 initial
interactions across our portfolio, leading to around 10 due
diligence exercises and detailed term discussions. We expect that
such progress will in due course lead to signed terms sheets and
ultimately executed licensing agreements, just like we have
recently achieved for Feraccru in Scandinavia.
Corporate Development
Since the Company's IPO, it has grown rapidly from an
operational perspective, so has also needed to evolve at a
corporate level to support this enlarged and more complex business.
The Board has maintained close contact with Executive Management to
ensure identification and timely addition of required competencies
to the senior levels of the business. To date, this has included a
targeted appointment of a new CFO with significant FTSE 100 and
M&A experience, as well as the addition of further senior level
employees including new Directors of Corporate Development and
Business Development. Furthermore, through a targeted search, the
Board is seeking to add further competencies and experience related
to commercial aspects of both European and US prescription
pharmaceutical markets through the appointment of relevantly
experienced non-executive directors.
Trading Update and Sales Outlook
In-market demand for the period from 1 January 2017 to 2 June
2017 was GBP0.13 million and the Board expects in-market demand and
partner revenues in the first half of 2017 to be c.GBP0.18 million,
slightly behind target. Demand for Feraccru in April was slightly
softer than forecast, which the Board believes was caused by the
Easter vacation period reducing new patient starts, as lower
staffing levels at prescribing centres meant their focus was
transiently more on management of existing patients. Save for some
weakness in April, demand for Feraccru has been growing in the UK
and Germany through the first five months of the year and is
expected to continue to increase as Shield moves into H2 2017,
particularly due to the impact of continued investment in
strategically targeted, carefully aligned promotional strategies
and activities, which are being further supported by significant
increases in customer-facing headcount in Germany and the UK
through 2017. In England, where reimbursement is achieved on an
institution by institution basis, market access continues to expand
and remains on track to meet expectations of access to c. 60% of
the patient population by year end, with England representing c.
85% of the UK opportunity. These elements provide the Board with
confidence in the sales prospects for the year to 31 December 2017
and of achieving in-market demand and partner revenue guidance of
c. GBP1.1 million for the full year.
Short-term strategic goals
The Company is targeting the achievement of the following
strategic goals by mid-2018, subject to available funding:
-- continue to drive commercial traction in Germany and the UK to meet FY 2017 expectations;
-- accelerate the Group's multiple out-licensing and partnering discussions;
-- fortify the Board with additional non-executive commercial/US experience;
-- deliver positive primary endpoint data in Q4 2017 on the pivotal phase 3 AEGIS CKD;
-- following receipt of the phase 3 AEGIS CKD primary endpoint
data, raise further funds to facilitate the continued growth of the
Company in Europe and fund delivery of the chosen strategy for US
commercialisation;
-- progress and potentially deliver positive phase 3b AEGIS H2H primary endpoint data;
-- drive discussions with and continue to engage key opinion
leaders on changing the treatment algorithms in IDA for patients
with IBD and CKD; and
-- complete validation of second drug substance manufacturer.
IMPORTANT NOTICE
This announcement is released by Shield Therapeutics plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the Fundraise as described above, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Carl Sterritt, CEO.
No action has been taken by the Company or the Joint
Bookrunners, or any of their respective affiliates, that would, or
which is intended to, permit a public offer of the Placing Shares
in any jurisdiction or the possession or distribution of this
Announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement
comes shall inform themselves about, and observe, such
restrictions.
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 Directive (as defined
below)) to be published.
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO
PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE,
DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE
"UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN
ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH
OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, 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 Placing Shares are
being offered and sold (i) outside the United States in reliance on
Regulation S under the Securities Act and (ii) within the United
States only to persons reasonably believed to be "qualified
institutional buyers" pursuant to an exemption from, or in
transactions not subject to, the registration requirements of the
Securities Act. There will be no public offering of the Placing
Shares in the United States, the United Kingdom or elsewhere. No
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares.
The Placing Shares have not been approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, and 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, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or 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,
Japan or South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national,
resident or citizen of Australia, Japan or South Africa or to any
investor located or resident in Canada.
This communication is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(1)(e) of EU Directive 2003/71/EC
and amendments thereto and (b) if in the United Kingdom, persons
who (i) have professional experience in matters relating to
investments who fall 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"), or are high net worth companies, unincorporated
associations or partnerships or trustees of high value trusts as
described in article 49(2) of the Order and (ii) are "qualified
investors" as defined in section 86 of the Financial Services and
Markets Act 2000 (as amended) and (c) to persons to whom it may
otherwise be lawful to communicate it. Any investment in connection
with the Placing will only be available to, and will only be
engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this Announcement or any of its
contents.
Each of Liberum and Peel Hunt is authorised and regulated in the
United Kingdom by the Financial Conduct Authority and is acting
exclusively for the Company in connection with the Placing and no
one else and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice to any other person in relation to the Placing
and/or any other matter referred to in this Announcement.
This Announcement is being 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
Joint Bookrunners (apart from the responsibilities or liabilities
that may be imposed by the FSMA, as amended, or the regulatory
regime established thereunder) or any of their respective
affiliates or any of their respective directors, officers,
employees, advisers, representatives or shareholders (collectively,
"Representatives") for the contents of this Announcement, or any
other written or oral information made available to or publicly
available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of the Joint
Bookrunners or any of their respective affiliates or by any of
their respective Representatives in connection with the Company,
the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefore
is expressly disclaimed. The Joint Bookrunners and each of their
respective affiliates and each of their respective Representatives
accordingly disclaim all and any liability, 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 the Joint Bookrunners or any of their respective
affiliates or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of
the information contained in this Announcement and nothing in this
Announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or
future.
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 Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
This Announcement contains (or may contain) certain
forward-looking statements, beliefs or opinions, with respect to
certain of the Company's current expectations and projections about
future prospects, developments, strategies, performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan"
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts and reflect the directors'
beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement, including, but not limited to, those risks and
uncertainties described in the risk factors included in the
Company's 2016 Annual Report. These statements are subject to
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. 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, neither the Company nor the Joint
Bookrunners nor any of their respective affiliates nor any of their
respective Representatives assumes any responsibility or obligation
to update, amend or revise publicly or review any of the
forward-looking statements contained in this Announcement. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement. Any
indication in this Announcement of the price at which Placing
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. No statement in this Announcement
is or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. Past performance of the Company
cannot be relied on as a guide to future performance and persons
reading this Announcement are cautioned not to place undue reliance
on such forward-looking statements.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with
the Placing or otherwise. Accordingly, references to Placing Shares
being offered, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or
dealing by, the Joint Bookrunners and any of their respective
affiliates acting in such capacity. In addition, the Joint
Bookrunners and any of their affiliates may enter into financing
arrangements (including swaps) with investors in connection with
which the Joint Bookrunners and any of their respective affiliates
may from time to time acquire, hold or dispose of shares. The Joint
Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
APPIX
TERMS AND CONDITIONS
THIS APPIX, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED
AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS
THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (B)
IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) TO PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A
"RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS
ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX 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 (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS DOCUMENT (AND
THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf) by making
an oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to
acquire Placing Shares is given ("Placees"), will be deemed to have
read and understood this Announcement including this Appendix, 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 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. if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, that any Placing Shares acquired 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 any member state of the EEA in circumstances which
may give rise to an offer of securities to the public, other than
an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of each of Liberum and
Peel Hunt has been given to each such proposed offer or resale;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
5. it acknowledges that the Placing Shares have not been and
will not be registered under 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, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States;
6. except for a limited number of "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the Securities Act
("Rule 144A"), (i) it and the person(s), if any, for whose account
or benefit it is acquiring the Placing Shares are purchasing the
Placing Shares in an "offshore transaction" as defined in
Regulation S under the Securities Act; (ii) it is aware of the
restrictions on the offer and sale of the Placing Shares pursuant
to Regulation S; and (iii) the Placing Shares have not been offered
to it by means of any "directed selling efforts" as defined in
Regulation S;
7. The Company, Liberum and Peel Hunt will rely upon the truth
and accuracy of the foregoing representations, acknowledgements and
agreements.
Each of the Company and the Joint Bookrunners may require a
Placee to agree to such further terms and conditions and/or give
such additional warranties and/or representations as it (in its
absolute discretion) sees fit and/or may require any such Placee to
execute a separate placing letter. The terms of this announcement
will, when applicable, be deemed to be incorporated into such
placing letter.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus 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, and nor
will they be, registered or otherwise qualified for offer and sale
under the securities laws of any state, province or territory of
Australia, Canada, Japan or 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 the United States, Australia, Canada,
Japan or 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.
Neither Liberum nor Peel Hunt makes any representation to any
Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into an agreement (the "Placing
Agreement") with Liberum and Peel Hunt, who are each acting as
bookrunners (the "Joint Bookrunners"), under which, subject to the
conditions set out therein, each of the Joint Bookrunners has
agreed, as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares at
a price of 150p per Placing Share (the "Placing Price"). The
Placing is not underwritten.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in the Company, including the right to receive all dividends
and other distributions declared, made or paid in respect of such
ordinary shares after the date of issue of the Placing Shares.
The issue of the Placing Shares is to be effected by way of a
cash box placing. The Company will allot the Placing Shares to
Placees in consideration for the transfer to the Company by Liberum
of certain shares in a Jersey incorporated subsidiary of the
Company, certain of which shares in the Jersey company Liberum
shall be obliged to subscribe for using the proceeds of the Placing
(net of any agreed commission and expenses).
At the same time as the Placing, additional ordinary shares in
the Company will be issued to (i) certain holders of warrants which
will be exercised at the Placing Price (the "Warrant Shares") and
(ii) certain directors and senior management of the Company who
subscribe for ordinary shares at the Placing Price (the
"Subscription Shares").
Applications for admission to trading
Applications will be made to the London Stock Exchange for
admission of the Placing Shares, the Subscription Shares and the
Warrant Shares to trading on the AIM market ("Admission").
It is expected that Admission will become effective on or around
8.00 a.m. on 28 June 2017 and that dealings in the Placing Shares,
Subscription Shares and Warrant Shares will commence at that
time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
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 sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Liberum and Peel Hunt are arranging the Placing as Joint
Bookrunners and agents of the Company.
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' agents and their
respective affiliates are each entitled to enter bids in the
Bookbuild as principal.
3. The final number of Placing Shares will be agreed between the
Joint Bookrunners and the Company following completion of the
Bookbuild. The number of Placing Shares will be announced on an
FCA-listed regulatory information service (a "Regulatory
Information Service") following the completion of the Bookbuild
(the "Pricing Announcement").
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 which the prospective Placee wishes to acquire at
the Placing Price. Bids may be scaled down by the Joint Bookrunners
on the basis referred to in paragraph 9 below. Each of the Joint
Bookrunners is arranging the Placing severally (and not jointly, or
jointly and severally), each as agent of the Company.
5. The Bookbuild is expected to close no later than 5 p.m.
(London time) today, 15 June 2017, but may be closed earlier or
later at the absolute discretion of the Joint Bookrunners. The
Joint Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. The Company
reserves the right (upon the agreement of the Joint Bookrunners) to
reduce or seek to increase the amount to be raised pursuant to the
Placing.
6. The Joint Bookrunners shall propose the basis of the
allocation of the Placing Shares for final determination by the
Company following consultation with the Joint Bookrunners. Each
prospective Placee's allocation will be confirmed orally or by
email by a Joint Bookrunner as agent of the Company following the
close of the Bookbuild. That oral or email confirmation will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to acquire the
number of Placing Shares allocated to it at the Placing Price on
the terms and conditions set out in this Appendix and in accordance
with the Company's articles of association and each Placee will be
deemed to have read and understood this Announcement (including
this Appendix) in its entirety.
7. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation or (at the sole
discretion of the Company or Joint Bookrunners) a placing letter
issued to such Placee by one of the Joint Bookrunners. The terms of
this Appendix will be deemed incorporated by reference therein.
8. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner, to pay as principal to the relevant Joint Bookrunner
(or as it may direct) in cleared funds immediately on the
settlement date an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to acquire
and the Company has agreed to allot and issue to that Placee.
9. Subject to paragraphs 4 and 5 above, 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, subject to the prior consent of the
Company (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and, except with the consent of the Joint Bookrunners, will
not be capable of variation or revocation after the time at which
it is submitted.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
13. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of 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".
14. By participating in the Bookbuild, each Placee will agree
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.
15. To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Joint
Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability
(including to the 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.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Shares are conditional on,
inter alia certain publication of announcement obligations; the
warranties being true and accurate; fulfilment by the Company of
its material obligations; Admission taking place; allotment of the
Placing Shares, Subscription Shares and Warrant Shares; and the
Company's registrar having received the requisite instructions from
each participant in the Warrant Exercise to exercise its relevant
warrants. The Joint Bookrunners have a discretion to waive
compliance with the conditions (where capable of waiver) and/or
agree an extension in time for their satisfaction.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Joint Bookrunners)
or become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Joint Bookrunners may agree, which date shall not be
later than 30 June 2017); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed 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. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement (including
this Appendix).
Lock-up
The Company will not, and will procure that none of its
subsidiaries will, at any time between the date of this agreement
and the date which is 90 calendar days from the date of Admission
without the prior written consent of the Joint Bookrunners (i)
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 (ii) 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,
whether any such transaction described in (i) or (ii) above is to
be settled by delivery of ordinary shares or other shares in the
capital of the Company or such other securities, in cash or
otherwise, provided that the foregoing shall not prevent or
restrict (i) the grant of options under, or the allotment and issue
of shares pursuant to options under, any existing employee share
schemes of the Company; and/or (ii) the allotment and issue of
ordinary shares pursuant to the exercise of warrants outstanding
after Admission.
Following Admission, assuming no further warrants are exercised
between the date of this Announcement and Admission, there will be
4,796,120 warrants outstanding in respect of which 4,796,120 new
ordinary shares may be issued at a price of 150 pence per share
prior to 30 June 2017.
Right to terminate under the Placing Agreement
At any time before Admission, the Joint Bookrunners are each
entitled to terminate the Placing Agreement in the following
circumstances, amongst others: (i) if any of the Company's
warranties or representations are not or cease to be true and
accurate or have become misleading; or (ii) if any of the
conditions have not been satisfied or waived by the Joint
Bookrunners by the date specified therein; or (iii) if the
Company's applications to AIM and Euroclear, respectively, in
respect of Admission are withdrawn by the Company and/or refused by
the London Stock Exchange or Euroclear (as appropriate); or (iv)
there shall have occurred any Material Adverse Change (as defined
therein); or (v) if there has occurred any material adverse change
in any major financial market in the United States, the United
Kingdom or any member of the European Union or in other
international financial markets which are relevant to the Placing;
or (vi) if trading in the ordinary shares of the Company is
suspended or limited by the London Stock Exchange; or (vii) if a
banking moratorium has been declared; or (viii) if there is a
change or development in Tax materially affecting the Ordinary
Shares or the transfer thereof or exchange controls having been
imposed by the United States or the United Kingdom.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by 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, and that it 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 failure so to exercise.
No prospectus
No offering document or prospectus or admission document has
been or will be published or submitted to be approved by the FCA or
the London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based
on the Company's publicly available information taken together with
the information contained in this Announcement (including this
Appendix) released by the Company today and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement,
and subject to the further terms set forth in the contract note or
trade confirmation or placing letter (as applicable) to be provided
to individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty or statement made by or on behalf of the Company, the
Joint Bookrunners or any other person and neither of the Joint
Bookrunners or the Company nor any of their respective affiliates
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. 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. Each Placee
should not consider any information in this Announcement to be
legal, tax or business advice. Each Placee should consult its own
attorney, tax advisor and business advisor for legal, tax and
business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, subject to
certain exceptions. The Company and the Joint Bookrunners reserve
the right to require settlement for and delivery of the Placing
Shares (or a portion thereof) to Placees by such other means that
they deem necessary, including in certificated form, if in the
Joint Bookrunners' reasonable opinion delivery or settlement is not
possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note or trade confirmation or placing letter (as
applicable) in accordance with the standing arrangements in place
with Liberum or Peel Hunt (as applicable) stating the number of
Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to Liberum or Peel Hunt (as
applicable) and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions that it has in place with the Joint
Bookrunners.
The Company will deliver the Placing Shares to CREST accounts
operated by Liberum and Peel Hunt as agent for and on behalf of the
Company and will enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on 28 June 2017 on a T+9
basis in accordance with the instructions set out in the contract
note or trade confirmation or placing letter.
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 LIBOR 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 account and benefit of the Joint
Bookrunners, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable 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 other stamp, securities, transfer, registration, execution,
documentary or other similar impost, duty or tax (together with any
interest or penalties thereon or other similar taxes imposed in any
jurisdiction) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Liberum or Peel Hunt (as applicable) all
such authorities and powers necessary to carry out any such
transaction and agrees to ratify and confirm all actions which
Liberum or Peel Hunt (as applicable) lawfully takes on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
trade confirmation or placing letter (as applicable) 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.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), neither of the Joint Bookrunners nor
the Company shall be responsible for the payment thereof. Placees
(or any nominee or other agent acting on behalf of a Placee) will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each Joint Bookrunner
(in its capacity as a bookrunner and agent of the Company, in each
case as a fundamental term of its application for Placing Shares)
that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained
herein;
2. no offering document or prospectus or admission document has
been prepared in connection with the Placing and it has not
received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
3. it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation ("MAR")
concerning the Company in accepting this invitation to participate
in the Placing;
4. it has the power and authority to carry on the activities in
which it is engaged, to acquire Placing Shares and to execute and
deliver all documents necessary for such acquisition;
5. neither of the Joint Bookrunners nor the Company nor any of
their respective affiliates, agents, directors, officers or
employees nor any person acting on behalf of any of them has
provided, and none of them will provide it, with any material
regarding the Placing Shares or the Company other than information
included in this Announcement (including this Appendix), nor has it
requested either of the Joint Bookrunners, the Company or any of
their respective affiliates or any person acting on behalf of any
of them to provide it with any such information;
6. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's ordinary shares are
listed on AIM and the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of the London Stock Exchange and relevant
regulatory authorities (the "Exchange Information"), which includes
a description of the nature of the Company's business, most recent
balance sheet and profit and loss account, and similar statements
for preceding years, and it has reviewed such Exchange Information
as it has deemed necessary or that it is able to obtain or access
the Exchange Information without undue difficulty; and (iii) it has
had access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Placing and the Placing Shares, as
well as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing;
7. (i) none of the Company, the Joint Bookrunners or any of
their respective affiliates has made any representations to it,
express or implied, with respect to the Company, the Placing and
the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information or the Exchange Information, and
each of them expressly disclaims any liability in respect thereof;
and (ii) it will not hold the Joint Bookrunners or any of their
respective affiliates responsible for any misstatements in or
omissions from any Publicly Available Information or any Exchange
Information. Nothing in this paragraph or otherwise in this
Announcement (including this Appendix) excludes the liability of
any person for fraudulent misrepresentation made by that
person;
8. the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and that neither of
the Joint Bookrunners nor any of their respective affiliates,
agents, directors, officers or employees nor any person acting on
their behalf has or shall have any liability for any information,
representation or statement contained in this Announcement
(including this Appendix) or any information previously 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
(including this Appendix) and any Publicly Available Information
including (without limitation) the 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, investigation
made or representations, warranties or statements made by either of
the Joint Bookrunners or the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on its or their behalf and neither of the Joint Bookrunners
nor the Company nor any of their respective affiliates, agents,
directors, officers or employees 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;
9. in making any decision to acquire the Placing Shares, it has
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks
of taking up the Placing Shares. It further confirms that it is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing. It further
confirms that it relied on 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, and not upon
any view expressed or information provided by or on behalf of
either of the Joint Bookrunners;
10. (i) it and each account it represents is not and at the time
the Placing Shares are acquired will not be a resident of
Australia, Canada, Japan, South Africa or any other jurisdiction in
which it is unlawful to make or accept an offer to acquire the
Placing Shares, and it and each account it represents is either
(1)(a) outside the United States and will be outside the United
States at the time that any buy order for Placing Shares is
originated by it and (b) acquiring the Placing Shares in an
"offshore transaction" within the meaning of Regulation S under the
Securities Act ("Regulation S") and (c) not acquiring any of the
Placing Shares as a result of any form of "directed selling
efforts" within the meaning of Regulation S; or (2)(a) a "QIB" and
(b) not acquiring any of the Placing Shares as a result of any form
of "general solicitation" or "general advertising" within the
meaning of Rule 502(c) under the Securities Act; (ii) it is not
acquiring the Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly
of any such Placing Shares into the United States, Australia,
Canada, Japan or South Africa or any other jurisdiction in which it
is unlawful to do so; and (iii) that the Placing Shares have not
been and will not be registered under the securities legislation of
the United States, Australia, Canada, Japan or South Africa and,
subject to certain exceptions, may not be offered, sold, acquired,
renounced, distributed or delivered or transferred, directly or
indirectly, within or into those jurisdictions;
11. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the applicable
securities laws of any state or other jurisdiction of the United
States; (ii) the Placing Shares are being offered and sold only (a)
to persons reasonably believed to be QIBs in transactions exempt
from, the registration requirements of the Securities Act or (b) in
"offshore transactions" within the meaning of and pursuant to
Regulation S under the Securities Act; and (iii) no representation
has been made as to the availability of any exemption under the
Securities Act or any relevant state or other jurisdiction's
securities laws for the reoffer, resale, pledge or transfer of the
Placing Shares;
12. it will not distribute, forward, transfer or otherwise
transmit this document or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States;
13. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
14. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act of 1986
(depositary receipts and clearance services) and (ii) the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer Placing Shares
into a clearance system;
15. it has complied with its obligations under the Criminal
Justice Act 1993, section 118 of FSMA, and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006,
the Money Laundering Regulations 2007 (the "Regulations") and the
Money Laundering Sourcebook of the FCA 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;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares acquired 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 to
Qualified Investors, or in circumstances in which the prior consent
of the Joint Bookrunners has been given to the proposed offer or
resale;
17. it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
18. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the Prospectus
Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
19. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
20. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
21. if in a member state of the EEA, it is a "qualified
investor" within the meaning of the Prospectus Directive;
22. if in the UK, that it is a person (i) who has professional
experience in matters relating to investments falling within
Article 19(5) 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;
23. that no action has been or will be taken by either the
Company or either of the Joint Bookrunners or any person acting on
behalf of the Company or either of 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;
24. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
the Joint Bookrunners for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person). Each Placee agrees that the
provisions of this paragraph 24 shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is
acting;
25. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it, (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory, (iii) it has not taken any action which will or may
result in the Company, the Joint Bookrunners, any of their
affiliates or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing, (iv) that the acquisition of the
Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise, and
(v) it has all necessary capacity and has obtained all necessary
consents and authorities 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 (including this Appendix)) and will honour such
obligations;
26. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement (including this Appendix) on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as the
Joint Bookrunners may in their discretion determine and it will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the Placing Price and the number of
Placing Shares allocated to it and may be required to bear any
stamp duty for stamp duty reserve tax (together with any interest
or penalties due pursuant to the terms set out or referred to in
this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
27. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the Joint Bookrunners may call upon
it to acquire a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
28. neither of the Joint Bookrunners, nor any of their
respective affiliates, agents, directors, officers or employees,
nor any person acting on behalf of any of them, is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and participation in the Placing is on the basis that it is not and
will not be a client of either of the Joint Bookrunners and the
Joint Bookrunners have no duties or responsibilities to it for
providing the protections afforded to their respective 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 their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
29. 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 of the Joint Bookrunners nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar taxes 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 on an after-tax basis and hold harmless the
Company, each of the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees in respect of
the same on the basis that the Placing Shares will be allotted to
the CREST stock accounts of Liberum and Peel Hunt who will hold
them as nominee on behalf of such Placee until settlement in
accordance with the standing settlement instructions;
30. it indemnifies and holds harmless the Company, the Joint
Bookrunners and their respective affiliates, agents, directors,
officers and employees 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;
31. in connection with the Placing, a Joint Bookrunner and any
of its affiliates acting as an investor for its own account may
acquire Placing Shares in the Company and in that capacity may
acquire, retain, purchase or sell for its own account such ordinary
shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Neither
of the Joint Bookrunners intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
32. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions 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 or the Joint Bookrunners' conduct of
the Placing;
33. neither the Company nor either of the Joint Bookrunners owes
any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
34. its commitment to acquire Placing Shares on the terms set
out herein and in the contract note or trade confirmation or
placing letter (as applicable) will continue notwithstanding any
amendment that may in future be made to the terms 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;
35. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, 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 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; and
36. the foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and the Joint Bookrunners (for their
own benefit and, where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are
irrevocable. The Company, the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
and others will rely upon the truth and accuracy of the foregoing
acknowledgements, representations, warranties and agreements and it
agrees that if any of the acknowledgements, representations,
warranties and agreements made in connection with its acquiring of
Placing Shares is no longer accurate, it shall promptly notify the
Company and the Joint Bookrunners. It irrevocably authorises
Liberum, Peel Hunt and the Company to produce this Announcement
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set out herein.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor either of the Joint
Bookrunners will be responsible and each Placee shall indemnify on
an after-tax basis and hold harmless the Company, each of the Joint
Bookrunners and their respective affiliates, agents, directors,
officers and employees for any stamp duty or stamp duty reserve tax
paid by them in respect of any such arrangements or dealings.
Neither the Company nor either of the Joint Bookrunners is
liable to bear any capital duty, stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties
relating thereto) payable in or outside the United Kingdom by any
Placee or any other person on a Placee's acquisition of any Placing
Shares or the agreement by a Placee to acquire any Placing Shares.
Each Placee agrees to indemnify on an after-tax basis and hold
harmless the Company, each Joint Bookrunner and their respective
affiliates, agents, directors, officers and employees from any and
all interest, fines or penalties in relation to any such duties or
taxes to the extent that such interest, fines or penalties arise
from the unreasonable default or delay of that Placee or its
agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Joint Bookrunners
accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Joint Bookrunners and/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 the Joint Bookrunners any money held in an account
with either of the Joint Bookrunners 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 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 the
relevant 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 Bookrunners.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company
under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
If a Placee is a discretionary fund manager, he may be asked to
disclose, in writing or orally to the Joint Bookrunners the
jurisdiction in which the funds are managed or owned.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. The Joint Bookrunners shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
([1]) Venofer (iron sucrose) is the market leader in the
treatment of IDA in dialysis patients in the USA. For FY2015
Daiichi Sankyo recorded Venofer sales of US$260m through its US
subsidiary Luitpold Pharmaceuticals Inc.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGMVKKVGNZG
(END) Dow Jones Newswires
June 15, 2017 02:00 ET (06:00 GMT)
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