6.2 Upon such termination, 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.
6.3 By participating in the Placing, Placees agree that the
exercise by Jefferies of any right of termination or other
discretion under the Placing Agreement shall be within Jefferies
absolute discretion and that Jefferies need not make any reference
to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
7. No prospectus
7.1 The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the UK. No offering document,
prospectus or admission document has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing and Placees' commitments will be made
solely on the basis of their own assessment 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), and subject to the further terms set forth in the
contract note to be provided to individual prospective Placees.
7.2 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 or Jefferies or any other person and none of
Jefferies or the Company nor any other person will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received. 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. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
8. Registration and Settlement
8.1 Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. Jefferies and the Company reserves the right to require
settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees in certificated form if, in their opinion,
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
8.2 Following the close of the Bookbuild for the Placing, each
Placee to be allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares allocated to it
at the Placing Price and settlement instructions. The number of
Placing Shares allocated to each Placee will be allocated in a
manner determined by Jefferies in its absolute discretion in
consultation with the Company and Placees will be notified of the
relevant allocation in the contract note.
8.3 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 Jefferies.
8.4 The Company will deliver the Placing Shares to a CREST
account operated by Jefferies as agent for the Company and
Jefferies will enter its delivery 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.
8.5 It is expected that settlement in respect of the Placing
Shares will take place on 10 February 2015 on a delivery versus
payment basis.
8.6 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 Jefferies.
8.7 Each Placee is deemed to agree that, if it does not comply
with these obligations, Jefferies may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Jefferies' account and benefit, 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 (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
8.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in 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. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
9. Representations and warranties
9.1 By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Jefferies (in its capacity as bookrunner and agent of the
Company, in each case as a fundamental term of their application
for Placing Shares), the following:
9.1.4 it has read and understood this announcement in its
entirety and that its subscription of Placing Shares is subject to
and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein;
9.1.5 that no offering document, listing particulars, prospectus
or admission document has been or will be prepared in connection
with the Placing and it has not received a prospectus, admission
document or other offering document in connection with the Placing
or the Placing Shares;
9.1.6 that the existing Ordinary Shares in the capital of the
Company are admitted to trading on AIM, and that the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM,
which includes a description of the nature of the Company's
business and its most recent balance sheet and profit and loss
account, and that it is able to obtain or access such information
and such information or comparable information concerning any other
publicly traded company, in each case without undue difficulty;
9.1.7 that neither Jefferies nor the Company nor any of their
respective affiliates 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 or any other
person other than this announcement; nor has it requested
Jefferies, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information;
9.1.8 unless otherwise specifically agreed with Jefferies, that
neither it nor the beneficial owner of the Placing Shares is, or at
the time the Placing Shares are acquired, neither it nor the
beneficial owner of the Placing Shares will be, a resident of, or
otherwise located in, the United States, Australia, Canada, Japan
or the Republic of South Africa and it further acknowledges that
the Placing Shares have not been and will not be registered under
the securities legislation of the United States, Australia, Canada,
Japan or the Republic of South Africa and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those
jurisdictions;
9.1.9 that (i) it is not within the United States, (ii) it is
not within Australia, Canada, Japan, the Republic of South Africa
or any other jurisdiction in which it is unlawful to make or accept
an offer to acquire the Placing Shares, (iii) it is not acquiring
the Placing Shares for the account of any person who is located in
the United States, unless the instruction to acquire was received
from a person outside the United States and the person giving such
instruction has confirmed that it has the authority to give such
instruction, and that either (a) it has investment discretion over
such account or (b) it is an investment manager or investment
company and, in the case of each of (a) and (b), that it is
acquiring the Placing Shares in an "offshore transaction" (within
the meaning of Regulation S under the US Securities Act of 1933, as
amended (the "Securities Act")); and (iv) 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 or any other jurisdiction
referred to in (ii) above;
Tissue Regenix (LSE:TRX)
Historical Stock Chart
From Jul 2024 to Aug 2024
Tissue Regenix (LSE:TRX)
Historical Stock Chart
From Aug 2023 to Aug 2024
