4.3 The Bookbuild will be carried out on the basis of the
Placing Price of 19p per Placing Share payable to Jefferies by all
Placees whose bids are successful. The number of the Placing Shares
to be allocated and issued to each Placee will be determined by
Jefferies in consultation with the Company following completion of
the Bookbuild. Further details of the Placing, including its
completion, will be announced on a regulatory information service
("RIS") following the completion of the Bookbuild.
4.4 To bid in the Bookbuild, Placees should communicate their
bid by telephone to their usual sales contact at Jefferies. Each
bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. Bids may be
scaled down by Jefferies on the basis referred to in paragraph 8
below.
4.5 The Bookbuild is expected to close no later than 4.30 p.m.
(London time) on 22 January 2015, but may be closed earlier or
later at Jefferies' discretion. Jefferies 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
Jefferies) to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its absolute discretion.
4.6 Each prospective Placee's allocation will be determined by
Jefferies in consultation with the Company and will be confirmed
orally by Jefferies as agent of the Company following the close of
the Bookbuild. That oral confirmation will constitute an
irrevocable legally binding commitment upon that person (who will
at that point become a Placee) in favour of Jefferies and the
Company to subscribe for 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.
4.7 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Jefferies as agent of
the Company, to pay Jefferies (or as it may direct) in cleared
funds, an amount equal to the product of the Placing Price and the
number of Placing Shares that such Placee has agreed to subscribe
for and the Company has agreed to allot and issue to that
Placee.
4.8 Jefferies may choose to accept bids, either in whole or in
part, on the basis of allocations determined in consultation with
the Company and may scale down any bids for this purpose on such
basis as it may determine. Jefferies may also, notwithstanding
paragraphs 4.5 and 4.6 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.
4.9 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this announcement and will be legally binding
on the Placee on behalf of which it is made and except with
Jefferies' consent will not be capable of variation or revocation
after the time at which it is submitted.
4.10 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".
4.11 All obligations under the Bookbuild and Placing will be
subject to fulfilment 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 "Termination of the Placing
Agreement".
4.12 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.
4.13 To the fullest extent permissible by law, neither Jefferies
nor any of its affiliates shall have any liability to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither Jefferies nor any of its
affiliates shall have any liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of
their conduct of the Bookbuild or of such alternative method of
effecting the Placing as Jefferies and the Company may
determine.
5. Conditions of the Placing
5.1 The obligations of Jefferies under the Placing Agreement in
respect of the Placing are conditional on, amongst other
things:
5.1.1 agreement being reached between the Company and Jefferies
on the terms of the Placing, including the number of Placing Shares
to be allocated and issued to each Placee and publication of an
announcement by the Company regarding completion of the Placing,
through a RIS, as soon as reasonably practicable thereafter;
5.1.2 the Shareholder Resolutions being approved by the
requisite majority of Shareholders attending and voting at the
General Meeting;
5.1.3 the allotment of the Placing Shares by the Company, subject only to Admission;
5.1.4 the warranties contained in the Placing Agreement being
true and accurate in every respect and not misleading on the date
of the Placing Agreement and at Admission, as though they had been
given and made on such date by reference to the facts and
circumstances then subsisting;
5.1.5 the Company complying with all of its obligations under
the Placing Agreement to the extent the same fall to be performed
or satisfied prior to Admission;
5.1.6 Admission taking place by 8.00 a.m. (London time) on 10
February 2015 (or such later date as the Company and Jefferies may
otherwise agree) (the " Admission Date"); and
5.1.7 in the sole opinion of Jefferies, there shall not have
been a material adverse change in, or affecting, the
condition(financial, operational, legal or otherwise) or the
earnings, management, business affairs, solvency or prospects of
the Company or of its subsidiaries (taken as a whole), whether or
not arising in the ordinary course of the business and whether or
not foreseeable at the date of the Placing Agreement (a "Material
Adverse Change") since the date of the Placing Agreement.
5.2 If any of the conditions contained in the Placing Agreement
in relation to the Placing are not fulfilled or waived by
Jefferies, by the time or date where specified (or, in each case,
such later time and/or date as the Company and Jefferies may
agree), the Placing will not proceed and the Placee's 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.
5.3 Jefferies may, at its absolute discretion and upon such
terms as it thinks fit, waive compliance by the Company with the
whole or any part of any of the Company's obligations in relation
to the conditions in the Placing Agreement save that the condition
in the Placing Agreement relating to Admission taking place may not
be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this announcement.
5.4 None of Jefferies, the Company or any other person shall
have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend
the time and/or the date for the satisfaction of any condition to
the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Jefferies.
6. Termination of the Placing Agreement
6.1 Jefferies may at any time prior to Admission terminate the
Placing Agreement by giving notice in writing to the Company, if,
amongst other things:
6.1.1 the Company's application for Admission has been refused
by the London Stock Exchange or, in the judgement of Jefferies
acting in good faith in pursuance of its duties under the Placing
Agreement, will not be granted; or
6.1.2 there has been a Material Adverse Change and, in the
opinion of Jefferies, the effect of such change is that it would
materially prejudice the success of the Placing or the distribution
of Placing Shares; or
6.1.3 there has occurred:
(a) any government regulation or other occurrence of any nature
whatsoever which, in the reasonable opinion of the Jefferies,
seriously and adversely affects or will or is reasonably likely
seriously and adversely to affect the business of the Group taken
as a whole; or
(b) a suspension or material limitation in trading in securities
generally on the London Stock Exchange's market for listed
securities, a general moratorium on commercial banking activities
in London or New York or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom or United States of America, an incident of
terrorism or the outbreak or escalation of hostilities involving
the UK, any other EU Member State or the USA or the declaration by
the UK, any other EU Member State or the USA of a national
emergency or war or the occurrence of any other calamity or crisis
resulting in a change in financial, political, market or economic
conditions or currency exchange rates in the UK or US, which, in
Jefferies' reasonable opinion, makes it impractical or inadvisable
to continue with the Placing.
Tissue Regenix (LSE:TRX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tissue Regenix (LSE:TRX)
Historical Stock Chart
From Jul 2023 to Jul 2024
