TIDMTRX
RNS Number : 6738N
Tissue Regenix Group PLC
21 May 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
21 May 2020
Tissue Regenix Group plc
("Tissue Regenix", the "Group" or the "Company")
Proposed equity fundraise to raise a minimum of GBP12.0
million
Highlights
-- Tissue Regenix (TRX) announces its intention to carry-out a
non-pre-emptive Fundraise (the "Fundraise") from new and existing
shareholders through the issue and allotment of a minimum of
4,800,000,000 Ordinary Shares (the "New Ordinary Shares") to raise
minimum gross proceeds for the Company of GBP12.0 million at a
price of 0.25 pence per New Ordinary Share (the "Issue Price").
-- The Placing Shares are being offered by way of an accelerated
bookbuild process (the "Bookbuild"), which will be launched
immediately following this announcement. Stifel Nicolaus Europe
Limited ("Stifel") will be acting as broker and bookrunner. Allenby
Capital Limited are acting as sub-placing agent to Stifel. The
Placing is subject to the terms and conditions set out in the
Appendix to this announcement (which forms part of this
announcement, such announcement and its Appendix together being
this "Announcement")
-- To support the Company's highly valued private investor base
this opportunity is open to individual investors through
PrimaryBid.com from 4.35 p.m. on 21(st) May 2020 to 9 p.m. on
21(st) May 2020 . Further announcements will be made shortly in
connection with this offer
-- The net proceeds of the Fundraise will be used to fund the
Group's manufacturing capacity expansion programme in the US,
commencing immediately, and for general working capital
purposes
-- The Company forecasts that the minimum net proceeds of the
Fundraise will provide working capital to the Company for at least
18 months following the date of Admission
-- The Fundraise is conditional on, inter alia, the passing of
the Placing Resolutions to be proposed at a General Meeting
expected to be held at the offices of Squire Patton Boggs (UK) LLP,
6 Wellington Place, Leeds at 12pm am on 9 June 2020. A circular
which will provide further details of the Fundraise and include a
notice convening the General Meeting (the "Circular"), is expected
to be sent to Shareholders and be available on the Company's
website in the coming few days.
Expected timetable
Announcement of the Fundraise 21 May 2020
Announcement of closing of the 22 May 2020
Fundraise
General Meeting 9 June 2020
Admission of the New Ordinary 10 June 2020
Shares to trading on AIM
Terms used but not defined in this Announcement shall have the
meanings given to such terms in the Circular. This Announcement
contains inside information for the purposes of Article 7 of EU
Regulation 596/2014 ("MAR"). In addition, market soundings (as
defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is
set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of such inside information relating to the Company and
its securities.
The person responsible for the release of this Announcement on
behalf of the Company is Gareth Jones, Interim CEO.
Enquiries
Tissue Regenix Group plc Tel: 0330 430 3073 /
Caitlin Pearson, Head of Communications 07920272441
------------------------------------------ ---------------------
Stifel Nicolaus Europe Limited (Nominated Tel: 0207 710 7600
Adviser and Bookrunner)
Jonathan Senior / Ben Maddison / Alex
Price
------------------------------------------ ---------------------
FTI Consulting Tel: 0203 727 1000
Simon Conway / Victoria Foster Mitchell
/ Mary Whittow
------------------------------------------ ---------------------
Allenby Capital Limited (Sub-placing Tel: 0203 328 5656
agent)
James Reeve / Tim Sohal
========================================== =====================
About Tissue Regenix
Tissue Regenix is a leading medical devices company in the field
of regenerative medicine. Tissue Regenix was formed in 2006 when it
was spun-out from the University of Leeds, UK. The Company's
patented decellularisation ('dCELL(R) ') technology removes DNA and
other cellular material from animal and human soft tissue leaving
an acellular tissue scaffold which is not rejected by the patient's
body and can then be used to repair diseased or worn out body
parts. Current applications address many critical clinical needs
such as sports medicine, heart valve replacement and wound
care.
In November 2012 Tissue Regenix Group plc set up a subsidiary
company in the United States - 'Tissue Regenix Wound Care Inc.' and
January 2016 saw the establishment of joint venture GBM-V, a multi-
tissue bank based in Rostock, Germany.
In August 2017 Tissue Regenix acquired CellRight Technologies(R)
, a biotech company that specialises in regenerative medicine and
is dedicated to the development of innovative osteoinductive and
wound care scaffolds that enhance healing opportunities of defects
created by trauma and disease. CellRight's human osteobiologics may
be used in spine, trauma, general orthopedic, foot & ankle,
dental, and sports medicine surgical procedures.
Background to and reasons for the Fundraise
During 2019 Tissue Regenix identified the need to increase
processing capacity in the US to fulfil the demand for its product
portfolio. In August 2019, with the support of Midcap Financial
Trust (" Midcap ") funding, the Company was able to take the first
steps towards increasing its manufacturing footprint, securing a
ten-year lease, with the option to buy, on a 21,000 sq. ft facility
adjacent to its original facility in San Antonio, Texas.
However, as announced on 14 November 2019, the Group was
required to repay $5.5m of a term loan to Midcap after a
renegotiation of the terms of the financing agreement. This led to
the Company experiencing significant constraints on its working
capital which has been the subject of a number of subsequent
announcements. Therefore, the purpose of the Fundraise is to fund
the Group's planned manufacturing capacity expansion programme in
the US and for general working capital purposes.
The Directors intend to use the net proceeds of the Fundraise as
follows with approximately:
-- GBP1.1 million towards the first phase of the Group's
expansion programme to increase the manufacturing capacity in San
Antonio to sustain future business growth, and general capital
expenditure;
-- GBP4.0 million towards the second phase of the Group's
expansion programme to increase the manufacturing capacity in San
Antonio to sustain future business growth;
-- GBP1.9 million towards R&D and clinical, generating
further clinical and health economic real-world data to support
brand differentiation of dCELL (R) and BioRinse (TM) from
competitive products; and
-- GBP5.0 million towards general working capital to support the Company's growth.
It is envisaged that the first phase of the expansion programme
will entail the addition of two sterile packaging clean rooms in
the existing facility over a six month period. Once fully
operational, these additional clean rooms are expected to increase
the Group's current BioRinse processing capacity by c.50% and
thereby significantly increase the maximum serviceable revenue for
the BioRinse product portfolio.
It is envisaged that phase two of the expansion programme will
entail a further potential ten clean rooms, in the new facility
adjacent to the current manufacturing site, expected to take
approximately 12 months to complete. The Company intends to bring
this new capacity on stream in a managed process to meet demand.
Once fully operational, it is expected that this completed
expansion programme will increase the Company's revenue generation
potential by up to c.$36m per year.
Current trading and outlook, COVID-19 statement and working
capital
The Group announced a trading update on 22 January 2020 in
respect of its performance for the year ended 31 December 2019.
This announcement stated that t he Group expected to deliver
revenue and EBITDA in line with its revised expectations as
reported on 17 October 2019. Revenue is anticipated to be GBP13m
(2018: GBP11.6m), representing an annual increase of 12%.
Division 2019 GBP'm Actual, Percentage Percentage
2018 change (GBP) change
GBP'm (constant
currency)
Orthopaedics & Dental
(CellRight) 6.7 6.4 3% 1%
----------- -------- -------------- -----------
Biosurgery (DermaPure) 4.2 3.4 24% 18%
----------- -------- -------------- -----------
GBM-v 2.1 1.8 16% 13%
----------- -------- -------------- -----------
Total 13.0 11.6 12% 8%
----------- -------- -------------- -----------
These expectations remain unchanged and the Group anticipates
announcing its final results for the year ended 31 December 2019 on
5 June 2020.
Q1 2020 revenue increased by 18% year on year, confirming no
material impact on sales following the cyberattack experienced at
the San Antonio facility in January 2020.
As a demonstration of the growth potential for the business, on
11 May 2020, Tissue Regenix announced a new strategic collaboration
for white label manufacturing with a leading top 10 global
healthcare company to bring to market a newly developed product
line. Over the next two years it is expected that the product will
make a material contribution to the Group's top line revenue
growth. In addition to this agreement the Group also announced that
it had secured a number of other distribution agreements during Q1
2020.
With the ongoing COVID-19 pandemic, the Company is complying
with all relevant Governmental guidance and health related agency
advice at all its facilities to prioritise the health and safety of
its stakeholders and employees. Implementing procedures has allowed
for the continuation of processing functions in line with these
guidelines at the facility in San Antonio, where, to date, there
has been no disruption to processing. At the facility in Leeds,
where the processing of porcine products is undertaken, having
built up sufficient inventory to meet the near-term demand,
production has been halted and technical staff furloughed until at
least the end of May 2020.
As previously announced, the pandemic has resulted in the
postponement of elective surgery being undertaken at many
hospitals, which initially was most evident in a decline in demand
for the Company's products used in urogynaecology and dental
procedures. While timing remains unclear as to when such procedures
will return to a more normalised level, the Company is working
closely with partners and distributors to ensure that sufficient
inventory will be available to meet demand when this occurs.
As a result of the uncertainty around the level and duration of
disruption from COVID-19, it is difficult to determine how long the
current situation may last, and the time taken to catch-up
postponed surgical procedures thereafter. Therefore, the Board
continues to be unable to give any forward guidance at this
time.
The Company has also identified a number of additional potential
cost savings across the business which it is in process of
assessing and, where appropriate, will look to implement in the
coming months. These initiatives will focus around: operational
costs across US and UK divisions and sites, development costs, and
the timing and associated costs in relation to new product
launches.
The Directors are of the opinion, having made due and careful
enquiry, and taking into account the net proceeds of the
Fundraising, that the Company will have sufficient working capital
for its present requirements, that is for at least the period of 18
months following the date of Admission.
Details of the Placing and PrimaryBid offer
Stifel is acting as broker and bookrunner in connection with the
Placing. Allenby Capital Limited is acting as sub-placing agent to
Stifel. The Placing is not being underwritten.
The Company highly values its private investor base. Given the
longstanding support of shareholders, including a large number of
private shareholders, the Company believes that it is appropriate
to provide private and other investors with an opportunity to
participate in the Fundraise alongside institutional investors. The
Company therefore intends to open this opportunity to individual
investors through PrimaryBid.com and further announcements will be
made shortly in connection with this offer.
The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement.
The Bookbuild will commence immediately following the release of
this Announcement in respect of the Placing. The price at which the
Placing Shares are to be placed is the Issue Price.
The Issue Price of 0.25 pence per New Ordinary Share equates to
a 76 per cent. discount to the mid-market closing price of an
existing ordinary share on 20 May 2020, the last practicable date
prior to the date of this Announcement, and a 70 per cent. discount
to the 30 day volume weighted average price ending on 20 May
2020.
The book will open with immediate effect following this
Announcement. The timing of the closing of the book, pricing and
allocations are at the absolute discretion of Stifel and the
Company. Details of the number of Placing Shares will be announced
as soon as practicable after the close of the Bookbuild.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with each other and with the
existing ordinary shares of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
An application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM
("Admission"). Settlement for the New Ordinary Shares and Admission
are expected to take place on or before 8.00 a.m. on 10 June
2020.
The Fundraise is conditional, amongst other things, upon:
(a) the passing of the Placing Resolutions at the General
Meeting, which will be proposed to grant the Directors the
necessary authority and power to allot the New Ordinary Shares and
any shares that may be subscribed for by private investors via
PrimaryBid for cash on a non-pre-emptive basis;
(b) the Capital Reorganisation becoming effective;
(c) the placing agreement between the Company and Stifel (the
"Placing Agreement") becoming or declared unconditional in all
respects and not having been terminated in accordance with its
terms prior to Admission
(d) the Subscription Letters becoming wholly unconditional prior to Admission; and
(e) Admission becoming effective no later than 8.00a.m. on 10
June 2020 or such later time/and/or date (being no later than
8.00a.m. on 30 June 2020) as Stifel and the Company may agree.
The nominal value of the Company's shares is currently 0.5 pence
which is higher than the Issue Price. As the issue of new ordinary
shares at a discount to the nominal value of those shares is
prohibited under the Companies Act 2006, it will be necessary to
undertake a capital reorganisation ("Capital Reorganisation") to
enable the Company to issue new ordinary shares in the future
(including the New Ordinary Shares) at a price which is less than
the current nominal value of an existing ordinary share.
It is proposed that each of the Existing Ordinary Shares be
sub-divided into: (i) one new ordinary share of 0.1 pence each in
the capital of the Company; and (ii) one deferred share of 0.4
pence each in the capital of the Company.
If any of the Conditions are not satisfied, the New Ordinary
Shares will not be issued and all monies received from Placees and
Subscribers (at their risk and without interest) will be returned
to them as soon as possible. The Placing Agreement contains
warranties from the Company in favour of Stifel in relation to
(amongst other things) the Company and its business. In addition,
the Company has agreed to indemnify Stifel and its affiliated
entities persons, and agents in relation to certain liabilities
they may incur in undertaking the Fundraise. Stifel has the right
to terminate the Placing Agreement in certain limited circumstances
prior to Admission; in particular, Stifel may terminate in the
event that there has been a breach of any of the warranties (which
Stifel considers to be material in the context of the Placing
and/or Admission) or a Material Adverse Change (as defined in the
Placing Agreement).
Effect of the Placing
Upon completion of the Placing, the Placing Shares and
Subscription Shares are expected to represent approximately 80 per
cent. of the Enlarged Share Capital. The PrimaryBid Shares will be
in addition to this.
Directors' intended participation in the Fundraise
The Company is currently in a closed period under MAR pending
announcement of its annual results to 31 December 2019. In
consequence of that, whilst certain members of the Board are keen
to participate in the Fundraise, they are not currently permitted
to under the MAR framework. However, the Board recognise the
importance of Director participation for Shareholders and, as such,
certain members of the Board intend to subscribe for the
Subscription Shares at the first available opportunity following
the publication of the annual results to 31 December 2019. The
Subscription is expected to total GBP620,000 in respect of
248,000,000 New Ordinary Shares and will be carried out at the
Issue Price on identical terms as those of the Placing.
Lock-in agreements
The Directors have each undertaken to the Company and Stifel
that they shall not (subject to certain customary carve-outs)
during the period from the date of Admission up to and including
the date falling 90 days after Admission (the "Restricted Period"),
transfer sell or otherwise dispose of the legal or beneficial
ownership of, or any other interest in, the shares held by them or
their associates as at Admission (or acquired during the Restricted
Period).
Long Term Incentive scheme
The Company's Remuneration Committee is currently evaluating the
establishment of a new long term incentive scheme in order to
ensure that the executive management team are suitably incentivised
and that their interests are correctly aligned with the interests
of Shareholders. This may include the grant of new incentives to
certain of the Executive Directors. Any such scheme will be in
accordance with remuneration guidelines and usual market practice
for an AIM listed company.
Risks and uncertainties
A description of the principal risks and uncertainties
associated with the Group's business and how they are being managed
is included in the Group's Annual Report and Accounts for the year
ended 31 December 2018 (on pages 25 to 27). The Board considers
that these principal risks and uncertainties are those applicable
to the Group at the current time.
The Company has reached an agreement in principle with Midcap
that, upon successful completion of the Fundraise in any amount of
not less than GBP5m gross proceeds, Midcap will agree to extend the
repayment of the outstanding principal of the term loan for three
years followed by amortisation on a straight-line basis thereafter
over 12 months. In addition, access to Tranche 2 and Tranche 3
(further information relating to which is contained in the
Company's announcement on 14 November 2019) in the amounts of
$10.5m and $2.5m respectively will remain in place, subject to
Midcap's discretion. Midcap has further agreed in principle to
suspend revenue covenant testing throughout the remainder of 2020
and to work with the Company in order to reset the covenant
thereafter as needed so as to ensure comfortable operating room.
The revolving credit facility will continue to remain in place.
Whilst the Board is confident that it will be able to execute
binding documents with Midcap in order to finalise these changes,
it has not yet done so. Should the Company fail to agree binding
documentation with Midcap then the existing position will remain in
place and, in the event that the Group's revenue is substantially
less than the Board's expectations, this may result in a future
breach of the revenue covenant when tested.
IMPORTANT NOTICES
Stifel is acting as nominated adviser, broker and bookrunner to
the Fundraise, as agent for and on behalf of the Company. Stifel is
regulated in the United Kingdom by the FCA and are acting
exclusively for the Company and no one else in connection with the
matter referred to in this Announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to the customers of Stifel for providing advice in
relation to the matters described in this Announcement or any
matter, transaction or arrangement referred to in it. Stifel is not
acting for the Company in relation to the PrimaryBid Offer. The
responsibilities of Stifel, as nominated adviser under the AIM
Rules for Nominated Advisers, are owed solely to London Stock
Exchange and are not owed to the Company or any director of the
Company or to any other person in respect of their decision to
subscribe for or purchase Placing Shares, PrimaryBid Shares or
Subscription Shares.
Forward--looking statements
Some of the statements in this announcement include forward
looking statements which re ect the Directors' current views with
respect to nancial performance, business strategy, plans and
objectives of management for future operations (including
development plans relating to the Group's products and services).
These statements include forward looking statements both with
respect to the Group and with respect to the sectors and industries
in which the Group operates. Statements which include the words
"expects", "intends", "plans", believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could",
"continue" and similar statements are of a forward looking
nature.
By their nature, forward--looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and therefore
are based on current beliefs and expectations about future events.
Forward--looking statements are not guarantees of future
performance and the Group's actual operating results and nancial
condition, and the development of the industry in which it operates
may di er materially from those made in or suggested by the
forward--looking statements contained in this announcement. In
addition, even if the Group's operating results, nancial condition
and liquidity, and the development of the industry in which the
Group operates are consistent with the forward looking statements
contained in this announcement, those results or developments may
not be indicative of results or developments in subsequent periods.
Accordingly, prospective investors should not rely on these
forward--looking statements.
These forward looking statements speak only as of the date of
this announcement. The Company undertakes no obligation to publicly
update or review any forward looking statement, whether as a result
of new information, future developments or otherwise, unless
required to do so by applicable law or the AIM Rules for Companies.
All subsequent written and oral forward looking statements
attributable to the Group or individuals acting on behalf of the
Group are expressly quali ed in their entirety by this paragraph.
Prospective investors should speci cally consider the factors
identi ed in this announcement which could cause actual results to
di er from those indicated or suggested by the forward looking
statements in this announcement before making an investment
decision.
Important information
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, the Republic of
South Africa, New Zealand, Japan or to any persons in any of those
jurisdictions, except in compliance with applicable securities
laws. Any failure to comply with this restriction may constitute a
violation of United States, Australian, Canadian, South African,
New Zealand or Japanese securities laws or the securities laws of
any other jurisdiction (other than the United Kingdom). The
distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe any
such restrictions. This announcement does not constitute or form
part of any o er or invitation to sell or issue, or any
solicitation of any o er to purchase or subscribe for securities in
the United States, Australia, Canada, the Republic of South Africa,
New Zealand, Japan or in any jurisdiction to whom or in which such
o er or solicitation is unlawful.
The securities to which this announcement relates have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any regulatory authority or
under any applicable securities laws of any state or other
jurisdiction of the United States, and may not be o ered or sold
within the United States unless registered under the Securities Act
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in
compliance with applicable state laws. There will be no public o er
of the securities in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, the Republic
of South Africa, New Zealand or Japan and, subject to certain
exceptions, may not be o ered or sold within Australia, Canada, the
Republic of South Africa, New Zealand or Japan or to any national,
resident or citizen of Australia, Canada, the Republic of South
Africa, New Zealand or Japan.
No representation or warranty, express or implied, is made by
the Company or Stifel as to any of the contents of this
announcement, including its accuracy, completeness or for any other
statement made or purported to be made by it or on behalf of it,
the Company, the Directors or any other person, in connection with
the Placing, the PrimaryBid O er, the Subscription and Admission,
and nothing in this announcement shall be relied upon as a promise
or representation in this respect, whether as to the past or the
future (without limiting the statu tory rights of any person to
whom this announcement is issued). Stifel does not accept any
liability whatsoever for the accuracy of any information or
opinions contained in this announcement or for the omission of any
material information from this announcement for which the Company
and the Directors are solely responsible.
Definitions
The following words and expressions shall have the following
meanings in this Announcement, unless the context otherwise
requires:
"AIM" means AIM, the market operated by the London
Stock Exchange
"Admission" means becoming e ective in accordance with the
AIM Rules for Companies
----------------------------------------------------------
"AIM Rules for means the AIM Rules for Companies, published
Companies" by London Stock Exchange from time to time (including,
without limitation, any guidance notes or statements
of practice) which govern the rules and responsibilities
of companies whose shares are admitted to trading
on AIM
----------------------------------------------------------
"Announcement" means this announcement, together with its appendices
and all information contain within them
----------------------------------------------------------
"Articles" means the articles of association of the
Company
----------------------------------------------------------
"Capital Reorganisation" means the sub--division and reclassi cation
of the Existing Ordinary Shares, resulting in
the sub--division of each Existing Ordinary
Share into 1 ordinary share of 0.1p and 1 deferred
share of 0.4p as described in this announcement
and to be approved at the General
Meeting
----------------------------------------------------------
"certificated means recorded on the relevant register of the
form" or "in certificated share or security concerned as being held in
form" certificated form (that is not in CREST)
----------------------------------------------------------
"Circular" means the document detailing the Transaction
to be posted to Shareholders along with the
notice of General
Meeting
----------------------------------------------------------
"Company" means Tissue Regenix Group PLC, a company registered
in England and Wales with registration number
05969271
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"Conditions" means the conditions set out in clause 2 of
the Placing Agreement
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"CREST" means the computer based system and procedures
which enable title to securities to be evidenced
and transferred without a written instrument,
administered by Euroclear UK & Ireland Limited
as the operator (as defined in the CREST Regulations)
----------------------------------------------------------
"CREST Regulations" means the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)
----------------------------------------------------------
"Deferred Shares" means deferred shares of 0.4 pence each in the
capital of the Company following the Capital
Reorganisation
----------------------------------------------------------
"Existing Ordinary means the 1,171,971,322 existing ordinary shares
Shares" of 0.5 pence each in the capital of the Company
in issue at the date of this announcement, all
of which are admitted to trading on AIM
----------------------------------------------------------
"Directors" means the directors of the Company as at the
date of this Announcement
----------------------------------------------------------
"FCA" means the Financial Conduct Authority
----------------------------------------------------------
"FSMA" means the Financial Services and Markets Act
2000 (as amended)
----------------------------------------------------------
"Fundraise" means the Placing, the Subscription and the
PrimaryBid Offer
----------------------------------------------------------
"General Meeting" means the general meeting of the Company expected
to be convened for 12pm on 9 June 2020
----------------------------------------------------------
"Group" means the Company and its subsidiary undertakings
----------------------------------------------------------
"Issue Price" means 0.25 pence per New Ordinary Share
----------------------------------------------------------
"London Stock means London Stock Exchange plc
Exchange" or "LSE"
----------------------------------------------------------
"MAR" means Regulation (EU) No. 596/2014 on market
abuse and applicable implementing legislation
----------------------------------------------------------
"New Ordinary means together, the Placing Shares, the Subscription
Shares" Shares and the PrimaryBid Shares, or any of
them as the context shall require or permit
----------------------------------------------------------
"Nominated Adviser" means Stifel Nicolaus Europe Limited, a company
incorporated in England and Wales with registration
number 03719559, and nominated adviser to the
Company
----------------------------------------------------------
"Ordinary Shares" means, prior to the Capital Reorganisation,
the ordinary shares of 0.5 pence each in the
share capital of the Company and following the
Capital Reorganisation, the ordinary shares
of 0.1 pence each in the share capital of the
Company
----------------------------------------------------------
"Placees" means those persons who are invited by Stifel
on behalf of the Company 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
----------------------------------------------------------
"Placing" means the conditional placing of the Placing
Shares with the Placees pursuant to the provisions
of the Placing Agreement
----------------------------------------------------------
"Placing Agreement" means the conditional agreement entered into
between the Company and Stifel in respect of
the Placing
----------------------------------------------------------
"Placing Resolutions" means the resolutions to be proposed at the
General Meeting to effect the Capital Reorganisation,
the amendments to the Articles, the authority
to allot new shares and disapplication of pre-emption
rights
----------------------------------------------------------
"Placing Shares" means the new ordinary shares of 0.1p each in
the capital of the Company to be issued pursuant
to the pursuant to the provisions of the Placing
Agreement
----------------------------------------------------------
"PrimaryBid" means PrimaryBid Limited, which is authorised
and regulated by the Financial Conduct Authority
----------------------------------------------------------
"PrimaryBid Offer" means the PrimaryBid offer of PrimaryBid Shares
to be made to private and other investors on
the PrimaryBid platform
----------------------------------------------------------
"PrimaryBid Shares" means the new ordinary shares of 0.1p each in
the capital of the Company to be issued pursuant
to the PrimaryBid Offer.
----------------------------------------------------------
"Relevant Jurisdiction" means the United Kingdom, the United States
or any other applicable jurisdiction the laws
or regulations of which apply to a member of
the Group or the Group's assets
----------------------------------------------------------
"Regulatory Information means a regulated information service that is
Service" on the list of regulatory information services
maintained by the FCA from time to time (or,
if such a service is not operational at the
relevant time, the Company Announcements Office
of London Stock Exchange)
----------------------------------------------------------
"Stifel" means Stifel Nicolaus Europe Limited, a company
incorporated in England and Wales with registration
number 03719559, as sole bookrunner to the Company
for the purposes of the Placing
----------------------------------------------------------
"Subscribers" means certain Directors of the Company
----------------------------------------------------------
"Subscription" means the subscription for Subscription Shares
by Subscribers
----------------------------------------------------------
"Subscription means the individual subscription letters to
Letters" be entered into between the Company and certain
Directors of the Company, pursuant to which
those Directors have agreed to subscribe for
Subscription Shares to be allotted and issued
at the same time as the Placing Shares
----------------------------------------------------------
"Subscription means the new ordinary shares of 0.1p each to
Shares" be issued to the Subscribers pursuant to the
terms of the Subscription Letters
----------------------------------------------------------
"Transaction" The Placing, the PrimaryBid Offer, the Subscription,
the General Meeting and Admission
----------------------------------------------------------
Appendix
Terms and Conditions of the Placing
THIS ANNOUNCEMENT, 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, THE REPUBLIC OF
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(E) OF THE PROSPECTUS REGULATION (WHICH MEANS
REGULATION 2017/1129 AS AMED FROM TIME TO TIME) (THE "PROSPECTUS
REGULATION") ("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) OTHERWISE, 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, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT
CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF 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.
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this Announcement.
The Placees will be deemed to have read and understood this
Announcement, including its Appendices, 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 Regulation, 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 Regulation to Qualified Investors, or in
circumstances in which the prior consent of Stifel 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. (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; and
7. the Company and Stifel will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
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.
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.
Stifel makes no 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 the Placing Agreement with
Stifel (the Company's Nominated Adviser and bookrunner in
connection with the Placing) under which, subject to the conditions
set out therein, Stifel have agreed, as agent for and on behalf of
the Company, to use its reasonable endeavours to procure Placees
for the Placing Shares at the Issue Price.
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.
Application for admission to trading
Applications will be made to London Stock Exchange for admission
of the New Ordinary Shares to trading on AIM in accordance with the
AIM Rules for Companies ("Admission").
It is expected that Admission will become effective at 8.00 a.m.
on or around 10 June 2020 and that dealings in the New Ordinary
Shares will commence at that time, and in any event no later than
30 June 2020.
Bookbuild
Stifel 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.
Stifel 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. Stifel is arranging the Placing as bookrunner and agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Stifel. Stifel's 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
Stifel and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on 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 Stifel.
Each bid should state the aggregate number of Placing Shares which
the prospective Placee wishes to acquire at the Issue Price or the
total monetary amount which it wishes to commit to acquire the
Placing Shares at the Issue Price. Bids may be scaled down by
Stifel on the basis referred to in paragraph 9 below. Stifel are
arranging the Placing as agent of the Company.
5. The Bookbuild will open with immediate effect following
release of this Announcement and close as soon as reasonably
practicable thereafter. Stifel 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 Stifel) to reduce
or seek to increase the amount to be raised pursuant to the
Placing.
6. Each prospective Placee's allocation will be determined by
Stifel in their sole discretion and will be confirmed orally by
Stifel 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) to acquire the number of Placing Shares allocated
to it at the Issue 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 and/or electronic trade confirmation
issued to such Placee by Stifel. 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 Stifel, to pay as
principal to Stifel (or as it may direct) in cleared funds
immediately on the settlement date an amount equal to the product
of the Issue 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, Stifel reserve the right
not to accept bids or 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. Stifel 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 Stifel, 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 Stifel 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 Stifel nor
any of its 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
Stifel nor any of its respective affiliates, agents, directors,
officers or employees shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of
Stifel's conduct of the Bookbuild or of such alternative method of
effecting the Placing as Stifel and the Company may agree.
Conditions of the Placing
The obligations of Stifel under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia: publication
of certain announcement obligations; the warranties given by the
Company being true and accurate and not misleading; fulfilment by
the Company of its material obligations; the Circular having been
posted to shareholders; the Subscription Letters becoming wholly
unconditional; the Resolutions having been duly passed; Admission
taking place; and allotment of the New Ordinary Shares. Stifel has
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 Stifel) 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 Stifel
may agree); 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 has undertaken that it will not at any time between
the date of the Placing Agreement and the date which is 90 days
from the date of Admission, offer, issue, sell, contract to sell,
issue options in respect of or otherwise dispose of any securities
of the Company (or any interest therein or in respect thereof) or
any other securities exchangeable for, or convertible into, or
substantially similar to, Ordinary Shares or enter into any
transaction having substantially the same effect or agree to do any
of the foregoing other than with the prior written consent of
Stifel (save in respect of any options granted or to be granted
under the terms of the Company's share schemes, any Subscription
Shares pursuant to the Subscription Letters and any warrants under
the Warrant Instrument).
Right to terminate under the Placing Agreement
At any time before Admission, Stifel is 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 in any respect which
Stifel considers to be material in the context of the Placing
and/or Admission; or (ii) if it comes to the notice of Stifel that
any statement contained in the Placing Agreement was untrue,
incorrect or misleading at the date of the Placing Agreement in any
respect which Stifel considers to be material in the context of the
Placing and/or Admission; or (iii) in the opinion of Stifel, there
shall have occurred any Material Adverse Change (as defined in the
Placing Agreement); or (v) if there has occurred (a) a general
moratorium on commercial banking activities in London declared by
the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom, (b) the outbreak or escalation of hostilities or
acts of terrorism involving the United Kingdom or any other
Relevant Jurisdiction or the declaration by the United Kingdom or
any other Relevant Jurisdiction of a national emergency or war; (c)
any other occurrence of any kind which (by itself or together with
any other such occurrence) in Stifel's reasonable opinion is likely
to materially and adversely affect the market's position or
prospects of the Group taken as a whole; or (d) any other crisis of
international
or national effect or any change in any currency exchange rates
or controls or in any financial, political, economic or market
conditions or in market sentiment which, in any such case, in
Stifel's reasonable opinion is likely to adversely affect the
Placing in a material way.
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 Stifel of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of
Stifel, and that it need not make any reference to Placees and that
Stifel shall have no liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No prospectus or admission document
No offering document or prospectus or admission document has
been or will be published or submitted to be approved by the FCA or
the LSE 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 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, Stifel or any other person and none of
Stifel nor 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
legal adviser, tax adviser and/or business adviser 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 (ISIN:
GB00B5SGVL29) following Admission will take place within the CREST
system, subject to certain exceptions. The Company and Stifel
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 Stifel's 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 electronic confirmation in accordance with the
standing arrangements in place with Stifel stating the number of
Placing Shares to be allocated to it at the Issue Price, the
aggregate amount owed by such Placee to Stifel or it's sub-agent
and settlement instructions. Each Placee will be deemed to agree
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
Stifel.
The Company will deliver the Placing Shares to a CREST account
operated by Stifel or its sub-agent, in each case, 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 10 June 2020 on a
trade date + 2 business day basis in accordance with the
instructions set out in the contract note.
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 Stifel.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Stifel 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 Stifel, 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 Stifel all such authorities and powers
necessary to carry out any such transaction and agrees to ratify
and confirm all actions which Stifel 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
electronic trade confirmation (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 Stifel 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.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in the Placing, the
Company and Stifel may agree that the Placing Shares should be
issued in certificated form. Stifel reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Representations and warranties
By 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 Stifel (in its capacity as the nominated
adviser, bookrunner and agent of the Company), in each case as a
fundamental term of its application for Placing Shares that:
16. it has read and understood this Announcement (including its
Appendices) 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;
17. 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;
18. it has neither received nor relied on any 'inside
information' as defined in MAR concerning the Company, including,
but not limited to, any price sensitive information concerning the
Company, in accepting this invitation to participate in the
Placing;
19. 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;
20. neither Stifel 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 any of Stifel, 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;
21. (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 LSE 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;
22. (i) neither the Company, Stifel, nor any of its 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 Stifel nor any of its 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;
23. the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that none of
Stifel nor any of its respective affiliates, agents, directors,
officers or employees nor any person acting on its 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 any of Stifel or
the Company nor any of their respective affiliates, agents,
directors, officers or employees nor any person acting on its or
their behalf and none of Stifel 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;
24. 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
Stifel;
25. (i) it and each account it represents is not and at the time
the Placing Shares are acquired will not, be a resident of any
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 (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; (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 the Republic of South Africa; 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 the Republic of 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;
26. 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 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;
27. 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;
28. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
29. 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);
30. 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;
31. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Regulation, 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 Stifel has been given to the proposed offer or resale;
32. 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;
33. 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
Regulation which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Regulation;
34. 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;
35. 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;
36. if in a member state of the EEA, it is a "qualified
investor" within the meaning of the Prospectus Regulation;
37. 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;
38. that no action has been or will be taken by any of the
Company, Stifel or any person acting on behalf of the Company or
Stifel 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;
39. 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
Stifel 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;
40. (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, Stifel, 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;
41. 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 Stifel
may in its 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 Issue 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;
42. 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 Stifel 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;
43. neither Stifel nor any of its respective affiliates, agents,
directors, officers or employees, nor any person acting on behalf
of it, 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 Stifel and Stifel has no
duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of their
respective rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
44. 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 Stifel 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, Stifel and each of
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 account of Stifel who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
45. it indemnifies and holds harmless the Company, Stifel 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;
46. in connection with the Placing, Stifel 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. Stifel
does 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;
47. 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 Stifel's conduct of the
Placing;
48. neither the Company nor Stifel owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
49. its commitment to acquire Placing Shares on the terms set
out herein and in the contract note 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
Stifel's conduct of the Placing;
50. 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 Stifel 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
51. the foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and Stifel (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, Stifel 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 Stifel. It
irrevocably authorises Stifel 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 Stifel will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, Stifel 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 Stifel are 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,
Stifel 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 Stifel accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that Stifel and/or any of its 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 Stifel, any money held in an account with Stifel 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 Stifel's money in accordance with the
client money rules and will be used by Stifel in the course of its
own business; and the Placee will rank only as a general creditor
of the Stifel.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of Stifel and the Company under the
Announcement and the Terms and Conditions contained in this
Appendix 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 Stifel 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. Stifel shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEBUGDUGSDDGGB
(END) Dow Jones Newswires
May 21, 2020 11:43 ET (15:43 GMT)
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