Tissue Regenix Group PLC Proposed placing of new -7-
January 22 2015 - 2:00AM
UK Regulatory
9.1.26 that in making any decision to subscribe for 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 subscribing for or purchasing 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 are 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 Jefferies;
9.1.27 that in connection with the Placing, Jefferies and any of
its affiliates acting as an investor for its own account may take
up Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing 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. Jefferies do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
9.1.28 that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits, on its own
behalf 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 Company or Jefferies in any
jurisdiction in which it is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
9.1.29 that the Company, Jefferies and their respective
affiliates and others will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein
and which are given to Jefferies on its own behalf and on behalf of
the Company and are irrevocable and it irrevocably authorises the
Company and Jefferies 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 forth herein; and
9.1.30 that it will indemnify and hold the Company and Jefferies
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this announcement and further agrees that the
provisions of this announcement shall survive after completion of
the Placing.
9.2 By participating in the Placing, each Placee (and any person
acting on the Placee's behalf) subscribing for Placing Shares
acknowledges that: (i) the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act, or
another exemption from the registration requirements of the
Securities Act, in a transaction not involving a public offering of
securities in the United States and the Placing Shares have not
been and will not be registered under the Securities Act; and (ii)
the offer and sale of the Placing Shares to it has been made
outside of the United States in an "offshore transaction" (as such
term is defined in Regulation S under the Securities Act) and it is
outside of the United States during any offer or sale of Placing
Shares to it.
9.3 Please also note that the agreement to allot and issue
Placing Shares to Placees (or the persons for whom Placees are
contracting as agent) free of stamp duty and stamp duty reserve tax
in the UK 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. The Company and
Jefferies are not liable to bear any transfer taxes that arise on a
sale of Placing Shares subsequent to their acquisition by Placees
or for transfer taxes arising otherwise than under the laws of the
United Kingdom. Each Placee should, therefore, take its own advice
as to whether any such transfer tax liability arises. Furthermore,
each Placee agrees to indemnify on an after-tax basis and hold
Jefferies and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar 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.
9.4 Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Jefferies or any of its respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
9.5 When a Placee or person acting on behalf of the Placee is
dealing with Jefferies, any money held in an account with Jefferies
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 Jefferies' money in accordance with the
client money rules and will be used by Jefferies in the course of
its own business; and the Placee will rank only as a general
creditor of Jefferies.
9.6 All times and dates in this announcement may be subject to
amendment. Jefferies shall notify the Placees and any person acting
on behalf of the Placees of any changes.
9.7 9.69.7 The rights and remedies of Jefferies 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.
9.8 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Admission" the admission of the Placing
Shares to trading on AIM
and such admission becoming
effective in accordance
with the AIM Rules;
------------------------------ -----------------------------------
"AIM" the AIM market of the
London Stock Exchange
plc;
------------------------------ -----------------------------------
"AIM Rules" the AIM rules for companies
published by the London
Stock Exchange;
------------------------------ -----------------------------------
"Business Day" any day on which banks
are generally open in
England and Wales for
the transaction of business,
other than a Saturday,
Sunday or public holiday;
------------------------------ -----------------------------------
"Circular" the circular to be published
by the Company on or around
22 January in relation
to the Placing which includes
notice of convening the
General Meeting at which
the Shareholder Resolution
will be proposed.
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"Company" or "Tissue Regenix" Tissue Regenix Group plc,
a company incorporated
in England and Wales with
registered number 5969271,
with its registered office
at The Biocentre, Innovation
Way, Heslington, York,
YO10 5NY;
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"CREST" a relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations);
------------------------------ -----------------------------------
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
as amended from time to
time;
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"Directors" or "Board" the existing directors
of the Company;
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