TIDMAGL
RNS Number : 5591S
Angle PLC
14 July 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release 14 July 2022
ANGLE plc (the "Company")
Proposed Placing of New Ordinary Shares and Retail Offer
Enabling the Company to capitalise on the momentum gained from
FDA clearance of the Parsortix system and to accelerate the
Company's commercialisation plan
ANGLE plc (AIM:AGL), a world-leading liquid biopsy company,
announces its intention to raise gross proceeds equating to
approximately 10 per cent. of its existing issued ordinary share
capital through a combination of a placing (the "Placing") of new
ordinary shares (the "Placing Shares"), a subscription by certain
directors of the Company (the "Management Subscription") for new
ordinary shares (the "Management Subscription Shares") and an offer
made on the PrimaryBid platform (the "Retail Offer") of new
ordinary shares (the "Retail Offer Shares") (together, the "Capital
Raise").
The net proceeds of the Capital Raise will be used to support
the Company's commercialisation plan and capitalise on the momentum
gained from obtaining a world first US Food and Drug Administration
(" FDA ") product clearance for its Parsortix system.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuilding Process") which will be
launched immediately following this announcement and will be made
available to eligible institutional investors. The Placing is
subject to the terms and conditions set out in Appendix 1 to this
announcement (which forms part of this Announcement, such
announcement and its Appendices together being this
"Announcement").
The price at which the Placing Shares are to be placed (the
"Placing Price") will be determined at the close of the
Bookbuilding Process.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") and Jefferies International Limited and Jefferies
GmbH (together, "Jefferies") are acting as Joint Global
Co-ordinators, Joint Bookrunners and Joint Brokers and Beech Hill
Securities, Inc. ("Beech Hill") is acting as Joint Bookrunner
(Berenberg, Jefferies and Beech Hill together, the "Joint
Bookrunners") in connection with the Placing.
The Retail Offer will be made by the Company on the PrimaryBid
platform at the Placing Price, to provide certain retail investors
with an opportunity to participate in the Capital Raise. The Retail
Offer is not made subject to the Terms and Conditions set out in
Appendix 1 to this Announcement and instead will be made on the
terms outlined in the separate announcement to be made shortly
regarding the Retail Offer and its terms.
Andrew Newland, CEO, and Ian Griffiths, CFO, intend to subscribe
for the Management Subscription Shares at the Placing Price to
contribute approximately GBP100,000 and GBP30,000 respectively.
Market Backdrop
The liquid biopsy market is a growing and emerging market and
ANGLE is well positioned to capitalise on this opportunity. It is
estimated the market will grow to over US $100 billion per annum in
the United States alone. The Parsortix(R) system is only the third
liquid biopsy solution with FDA product clearance and is the first
and only FDA product clearance for harvesting intact cancer cells
from patient blood for subsequent analysis.
Breast Cancer clinical tests - a potential US $4 billion p.a.
addressable market in the US alone
In the United States, the NCCN National guidelines recommend
tissue biopsy for metastatic breast cancer, however half of all
metastatic breast cancer ("MBC") patients do not have a successful
biopsy. It is estimated that the potential United States breast
cancer clinical tests market is US $4 billion per annum, including
a US $0.5 billion addressable market per annum for MBC presence,
monitoring and therapy selection, a US $1.1 billion addressable
market per annum for primary breast cancer presence and monitoring;
and a US $2.4 billion addressable market per annum for remission
monitoring. The Company's commercial plans are already well
developed in the metastatic breast cancer setting with early
promotional activities underway to establish the Parsortix system
in leading clinical laboratories to support the development of
laboratory developed tests ("LDTs").
Ovarian Cancer diagnosis - clinical study results expected in H2
2022
In the United States alone there is an estimated total
addressable market of US $1.3 billion per annum for ovarian cancer
tests including diagnosis (US $0.2 billion), watchful waiting (US
$0.6 billion) and remission monitoring (US $0.5 billion). Over
200,000 women per annum in the US have surgery for an abnormal
pelvic mass and there is a critical need to accurately discriminate
malignant from benign pelvic masses prior to surgery as those with
ovarian cancer need to be referred to a specialist. There are a
further 300,000 women per annum in the United States diagnosed with
an abnormal pelvic mass who enter watchful waiting. ANGLE has
completed two 200 patient studies, with the best-in-class results
(AUC >0.95) accuracy achieved. A clinical verification study is
in progress with the University of Rochester Wilmot Cancer Center.
On successful study results and following CLIA laboratory
accreditation, the plan is to offer an LDT from ANGLE clinical
laboratories.
Prostate Cancer - test in earlier stage of development with an
est. US $6.8 billion addressable market in the US alone
ANGLE has signed an agreement with MidLantic Urology to
undertake a pre-biopsy clinical study to predict the presence of
prostate cancer, and if cancer is predicted then to predict the
presence of clinically significant prostate cancer. MidLantic
Urology is an affiliate of Solaris Health Partners, with >500
providers across 179 locations in 9 States and 729,000 patients per
annum. Solaris Health will provide the first route to market with a
prostate cancer LDT with a total addressable market in the United
States alone estimated at US $6.8 billion per annum.
Pharma services business - four customers already secured and in
discussions with numerous other potential customers
ANGLE has established a pharma services business offering repeat
longitudinal monitoring of patients in cancer drug trials not
possible with tissue biopsy, as well as the potential for DNA, RNA
and protein analysis, which is not possible by analysing ctDNA in
isolation. This represents a multi-US $ billion growth opportunity
across multiple cancers. Each contract can be over US $1 million
with margins over 75% and each customer can offer numerous repeat
contracts. The customer base has been established and is growing,
with four customers secured to date and repeat business with two of
the early customers. ANGLE is in discussion with numerous other
potential customers. The breast cancer market for pharma services,
which is currently supported by 24 publications and 2 clinical
trials of supporting data, has an estimated total addressable
market of over US $1.0 billion. Identified biomarkers in other
cancers also offer substantial pharma services opportunities for
ANGLE with potential addressable markets of US $0.4 billion, US
$0.2 billion, US $0.8 billion in relation to prostate, ovarian and
NSCLC cancers respectively.
Rationale for the Capital Raise and Use of Proceeds
On 25 May 2022, ANGLE announced that it had achieved a world
first with FDA product clearance for its Parsortix system, in its
intended use with metastatic breast cancer patients. This
ground-breaking FDA clearance is the first ever FDA product
clearance to harvest cancer cells from a patient blood sample for
subsequent analysis and offers the prospect of a new era of
personalised cancer care.
The FDA product clearance, which is the global gold standard for
medical devices, gives ANGLE first mover advantage for intact
cancer cell analysis in the global liquid biopsy market. Securing
this clearance is the culmination of a sustained effort by the
Company for over six years. The credibility associated with medical
device FDA product clearance cannot be over-estimated.
Since receiving FDA product clearance, ANGLE has seen enhanced
incoming engagement with discussions initiated with two medtech
companies, over a dozen pharma companies and one Government body.
Additionally, ANGLE has increased outbound engagement with direct
marketing already in progress.
The Capital Raise will enable the Company to capitalise on the
momentum gained from obtaining the FDA clearance to drive key
milestones over the next 18 months. The Company's existing
commercialisation plan will be accelerated through expanding the
pharma services business, through increased business development
staffing, the development of molecular assays and marketing. The
Company will establish the FDA cleared Parsortix system in the
clinical market with sales and technical support, systems for
deployment and marketing. Further expansion will be carried out to
expand the offerings of the clinical laboratories through increased
staffing, clinical assay validation and LDT launches. The Company
will also accelerate funding for clinical studies to support assay
development, clinical utility and reimbursement studies. Further,
the proceeds will be used to support ongoing operations and
strengthen the Company's balance sheet.
The gross proceeds of the Capital Raise are expected to be
deployed as follows:
Pharma services business expansion - increase GBP4.0m
business development staffing, development
of molecular assays, marketing
Establishing FDA cleared Parsortix system in GBP3.0m
the clinical market - sales and technical support,
systems for deployment, marketing
---------
Clinical laboratories development and launch GBP4.0m
of LDTs - increased staffing, clinical assay
validation and LDT launch
---------
Clinical studies - assay development, clinical GBP4.0m
utility and reimbursement studies
---------
Ongoing operations (including fees and expenses GBP5.0m
of the Capital Raise) and strengthen balance
sheet
---------
GBP20.0m
---------
Strategy to drive growth over next 12-18 months
ANGLE has continued with its sustained focus on its strategy for
achieving widespread adoption of its Parsortix system in the
emerging liquid biopsy market. The immediate priorities are to:
-- launch the FDA cleared system in the United States,
continental Europe and the UK by securing leading clinical
laboratories as reference customers
-- expand the pharma services business through securing
additional customers and repeat business and by establishing
molecular capability for high value sample analysis
-- establish corporate deals with medtech, pharma and clinical lab companies
-- secure accreditation for ANGLE Onc-AdaPT laboratories
Plans to drive future growth are to:
-- complete the ovarian cancer study
-- progress prostate cancer studies with MidLantic Urology
-- launch laboratory developed tests (LDTs)
-- secure reimbursement codes for Parsortix assays
-- encourage the development of clinical applications by end users
For further information:
ANGLE plc +44 (0) 1483 343434
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
Andrew Holder, Head of Investor Relations
Berenberg (NOMAD, Joint Global Co-ordinator, Joint Bookrunner & Joint Broker)
Toby Flaux, Ciaran Walsh, Milo Bonser, Thomas Graham +44 (0) 20 3207 7800
Jefferies (Joint Global Co-ordinator, Joint Bookrunner & Joint Broker)
Max Jones, Thomas Bective, Michael Gold, Shaam Vora +44 (0) 20 7029 8000
Beech Hill (Joint Bookrunner)
George Billington, Thomas Lawrence +1 212 350 7200
FTI Consulting
Simon Conway, Ciara Martin +44 (0) 203 727 1000
Matthew Ventimiglia (US) +1 (212) 850 5624
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK Market Abuse Regulation . Upon the publication of this
announcement via a regulatory information service, this information
is considered to be in the public domain.
Details of the Capital Raise
The Capital Raise is not conditional upon the approval of the
Company's shareholders. The Company acknowledges that it is seeking
to issue Placing Shares, Retail Offer Shares and Management
Subscription Shares (together, the "Offer Shares") representing in
aggregate approximately 10 per cent. of its existing issued
ordinary share capital on a non pre-emptive basis and has therefore
consulted, where possible, with the Company's major institutional
shareholders ahead of the release of this Announcement. The Capital
Raise structure has been chosen as it minimises cost, time to
completion and use of management time. The consultation has
confirmed the Directors' view that the Placing is in the best
interests of shareholders, as well as wider stakeholders in
ANGLE.
Application will be made for the Offer Shares to be admitted to
trading on the AIM market ("AIM") of London Stock Exchange plc (the
"London Stock Exchange") ("Admission"), which is expected to take
place at 8.00 a.m. on 19 July 2022.
The Offer Shares, when issued, will be fully paid and will rank
pari passu in all respects 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.
Details of the Placing
The Joint Bookrunners have today entered into a placing
agreement with the Company in relation to the Placing (the "Placing
Agreement"). The Joint Bookrunners will commence the Bookbuilding
Process immediately following the release of this Announcement, and
the book will open with immediate effect at that time. The timing
of the closing of the book, pricing and allocations will be agreed
between the Joint Global Co-ordinators (acting jointly) and the
Company (to the extent permitted by applicable law and subject to
the agreed principals of allocation). Details of the Placing Price
and the number of Placing Shares to be issued will be announced as
soon as practicable after the close of the Bookbuilding
Process.
Settlement for the Placing Shares is expected to take place at
8.00 a.m. on 19 July 2022. The Placing is conditional upon, among
other things, Admission becoming effective and the Placing
Agreement becoming unconditional and not being terminated in
accordance with its terms prior to Admission.
Appendix 1 sets out further information relating to the
Bookbuilding Process and the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral, electronic or written offer to acquire Placing Shares, will
be deemed to have read and understood this Announcement in its
entirety (including the Appendices) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and
undertakings contained in Appendix 1.
Details of the Retail Offer
The Company also intends to raise funds by the issue of Retail
Offer Shares at the Placing Price in order to provide retail
investors in the UK with an opportunity to participate in the
Capital Raise. PrimaryBid intends to conduct an offer for the
Retail Offer Shares on behalf of the Company (subject to certain
size limits) on the terms set out in a separate announcement to be
made by PrimaryBid shortly. The Retail Offer is conditional on the
Placing completing. The Retail Offer will not be available to
investors outside the UK.
Details of the Management Subscription
Andrew Newland, CEO, and Ian Griffiths, CFO, intend to subscribe
for the Management Subscription Shares at the Placing Price to
contribute approximately GBP100,000 and GBP30,000 respectively. The
Management Subscription is conditional on the Placing
completing.
Notes for editors
About ANGLE plc
ANGLE is a world-leading liquid biopsy company with
sample-to-answer solutions. ANGLE's proven patent protected
platforms include a circulating tumor cell (CTC) harvesting
technology known as the Parsortix(R) system and a downstream
analysis system for cost effective, highly multiplexed analysis of
nucleic acids and proteins.
ANGLE's Parsortix(R) system is FDA cleared for its intended use
in metastatic breast cancer and is currently the first and only FDA
cleared medical device to harvest intact circulating cancer cells
from blood.
Intended use
The Parsortix(R) PC1 system is an in vitro diagnostic device
intended to enrich circulating tumor cells (CTCs) from peripheral
blood collected in K(2) EDTA tubes from patients diagnosed with
metastatic breast cancer. The system employs a microfluidic chamber
(a Parsortix cell separation cassette) to capture cells of a
certain size and deformability from the population of cells present
in blood. The cells retained in the cassette are harvested by the
Parsortix PC1 system for use in subsequent downstream assays. The
end user is responsible for the validation of any downstream assay.
The standalone device, as indicated, does not identify, enumerate
or characterize CTCs and cannot be used to make any
diagnostic/prognostic claims for CTCs, including monitoring
indications or as an aid in any disease management and/or treatment
decisions.
The Parsortix system enables a liquid biopsy (a simple blood
test) to be used to provide the circulating metastatic breast
cancer cells to the user in a format suitable for multiple types of
downstream analyses. The system is based on a microfluidic device
that captures cells based on a combination of their size and
compressibility. The system is epitope independent and can capture
all phenotypes of CTCs (epithelial, mesenchymal and EMTing CTCs) as
well as CTC clusters in a viable form (alive). CTCs harvested from
the system enable a complete picture of a cancer to be seen; as
being an intact cell they allow DNA, RNA and protein analysis as
well as cytological and morphological examination and may provide
comparable analysis to a tissue biopsy in metastatic breast cancer.
Because CTC analysis is a non-invasive process, unlike tissue
biopsy, it can be repeated as often as needed. This is important
because cancer develops and changes over time and there is a clear
medical need for up-to-date information on the status of a
patient's tumor. In addition, the live CTCs harvested by the
Parsortix system can be cultured, which offers the potential for
testing tumor response to drugs outside the patient.
The Parsortix technology is the subject of 26 granted patents in
Europe, the United States, China, Australia, Canada, India, Japan
and Mexico with three extensive families of patents are being
progressed worldwide.
In the United States, the Parsortix(R) PC1 system has received a
Class II Classification from FDA for use with metastatic breast
cancer patients. FDA clearance is seen as the global gold standard.
ANGLE's Parsortix system is the first ever FDA cleared system for
harvesting CTCs for subsequent analysis. ANGLE has applied the IVD
CE Mark to the same system for the same intended use in Europe.
ANGLE has also completed two separate 200 subject clinical
studies under a program designed to develop an ovarian cancer
pelvic mass triage test, with the results showing best in class
accuracy (AUC-ROC) of 95.1%. The pelvic mass triage assay has
undergone further refinement and optimisation and a 200 patient
clinical verification study has now completed enrolment.
ANGLE's technology for the multiplex evaluation of proteins and
nucleic acids of all types is called the HyCEAD(TM) platform and is
based on a patented flow through array technology. It provides for
low cost, highly multiplexed, rapid and sensitive capture of
targets from a wide variety of sample types. A proprietary
chemistry approach (the HyCEAD method) allows for the capture and
amplification of over 100 biomarkers simultaneously in a single
reaction. The HyCEAD system is extremely sensitive and is ideal for
measuring gene expression and other markers directly from Parsortix
harvests and was used in the ovarian cancer pelvic mass triage test
to achieve best in class accuracy (AUC-ROC) of 95.1%.
ANGLE's proprietary technologies can be combined to provide
automated, sample-to-answer results in both centralised laboratory
and point-of-use cartridge formats.
ANGLE has established formal collaborations with world-class
cancer centres and major corporates such as Abbott, Philips and
QIAGEN, and works closely with leading CTC translational research
customers. These Key Opinion Leaders (KOLs) are working to identify
applications with medical utility (clear benefit to patients), and
to secure clinical data that demonstrates that utility in patient
studies. The body of evidence as to the benefits of the Parsortix
system is growing rapidly from our own clinical studies in
metastatic breast cancer and ovarian cancer and also from KOLs with
63 peer-reviewed publications and numerous publicly available
posters from 31 independent cancer centres, available on our
website.
ANGLE has established clinical services laboratories in the UK
and the United States to accelerate commercialisation of the
Parsortix system and act as demonstrators to support product
development. The laboratories offer services globally to
pharmaceutical and biotech customers for use of Parsortix in cancer
drug trials and, once the laboratories are accredited and tests
validated, will provide laboratory developed tests (LDTs) for
patient management.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, Japan, New Zealand or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Offer Shares is being made in
any such jurisdiction.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective affiliates, or any person acting on its
or their behalf that would permit an offer of the Offer Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Offer Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the Regulation (EU) No
2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU
Prospectus Regulation as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
The Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (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, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with the securities laws of any State or any other
jurisdiction of the United States. Accordingly, the Offer Shares
will be offered and sold only (i) outside of the United States in
"offshore transactions" (as such term is defined in Regulation S
under the Securities Act ("Regulation S")) pursuant to Regulation S
and otherwise in accordance with applicable laws; and (ii) in the
case of the Placing Shares only, in the United States to persons
who are "qualified institutional buyers" (as defined in Rule 144A
under the Securities Act) ("QIBs") and who have executed and
delivered to the Company and the Joint Bookrunners a US Investor
Letter substantially in the form provided to it, in each case,
pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the
Offer Shares will be made in the United States or elsewhere.
The Capital Raise has not been approved or disapproved by the US
Securities and Exchange Commission, any State securities commission
in the United States or any US regulatory authority, 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.
This Announcement has not been approved by the London Stock
Exchange, nor is it intended that it will be so approved.
Members of the public are not eligible to take part in the
Placing. This Announcement is directed at and is only being
distributed to: (a) if in a member state of the European Economic
Area, qualified investors within the meaning of Article 2(e) of the
EU Prospectus Regulation; (b) if in the United Kingdom, qualified
investors within the meaning of Article 2(e) of the UK Prospectus
Regulation who are also (i) persons having professional experience
in matters relating to investments who fall within the definition
of "investment professional" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) high net worth companies,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order;
or (c) other persons to whom it may otherwise be lawfully
communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Offer Shares and the Offer Shares have not been,
nor will they be, registered under or offered in compliance with
the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Offer Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction in which such activities would be unlawful.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (each a "Placee") by making an oral or written and legally
binding offer to acquire Placing Shares will be deemed to have read
and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained in Appendix 1 to this Announcement
and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this
Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. The Company, its directors, the Joint Bookrunners,
their respective affiliates and any person acting on its or their
behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation or the London
Stock Exchange.
Berenberg is authorised and regulated by the German Federal
Financial Supervisory Authority subject to limited regulation by
the Financial Conduct Authority (the "FCA") in the United Kingdom.
JIL is authorised and regulated in the United Kingdom by the FCA.
JEG is authorised and regulated in Germany by the Bundesanstalt für
Finanzdienstleistungsaufsicht. Beech Hill is authorised and
regulated in the United States by the Financial Industry Regulatory
Authority. Each Joint Bookrunner is acting exclusively for the
Company and no one else in connection with the Placing, the
contents of this Announcement or any other matters described in
this Announcement. No Joint Bookrunner will regard any other person
as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement
and will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to
the Placing, the content of this Announcement or any other matters
referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Joint Bookrunner or by any of its affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
In connection with the Placing, each Joint Bookrunner and any of
its affiliates may, acting as investors for their own account, take
up a portion of the shares of the Company in the Placing as a
principal position and in that capacity may retain, purchase or
sell for its own account such shares and other securities of the
Company or related investments and may offer or sell such shares,
securities or other investments in connection with the Placing or
otherwise. Accordingly, references in this Announcement to Placing
Shares being issued, offered or placed or otherwise dealt in should
be read as including any issue or offer to, or acquisition, placing
or dealing by, each Joint Bookrunner or any of its affiliates
acting in such capacity. In addition, each Joint Bookrunner or any
of its affiliates may enter into financing arrangements (including
swaps, warrants or contracts for difference) with investors in
connection with which any Joint Bookrunner or any of its affiliates
may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. No Joint Bookrunner,
nor any of its affiliates, intends to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future performance.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. The contents
of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period, and no statement in
this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company for the current or future financial years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
All offers of the Offer Shares will be made pursuant to an
exemption under the UK Prospectus Regulation or the EU Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended, does not
apply.
The Offer Shares to be issued or sold pursuant to the Capital
Raise will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares
are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase or
take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPIX 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION");
(B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); OR (II)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK
QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
ANGLE PLC (THE "COMPANY").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE 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 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, ANY
OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, Japan or South
Africa or any jurisdiction in which such release, publication or
distribution is unlawful (each a "Restricted Territory"). The
distribution of this Announcement, the Placing and/or the offer or
sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"),
Jefferies International Limited and Jefferies GmbH (together,
"Jefferies" and together with Berenberg, the "Joint Global
Co-ordinators") and Beech Hill Securities, Inc. ("Beech Hill" and
together with Berenberg and Jefferies, the "Joint Bookrunners") or
any of their respective Affiliates or any of its or their
respective agents, directors, officers or employees (collectively
"Representatives") which would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action.
Persons into whose possession this Announcement comes are required
by the Company and the Joint Bookrunners to inform themselves
about, and to observe, any such restrictions.
This Announcement does not itself constitute or form part of an
offer to sell or issue or the solicitation of an offer to buy or
acquire securities referred to herein in the United States or any
other Restricted Territory or any jurisdiction where such offer or
solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation or the UK Prospectus
Regulation, as applicable, from the requirement to produce a
prospectus. This Announcement is being distributed and communicated
to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act 2000, as amended (the
"FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the US Securities and Exchange Commission, any State
securities commission or any 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 unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
None of the Company, the Joint Bookrunners or any of their
respective Affiliates or its or their respective Representatives
makes any representation or warranty, express or implied to any
Placees regarding any investment in the securities referred to in
this Announcement under the laws applicable to such Placees.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Joint Bookrunner or any of its Affiliates or its or their
respective Representatives as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any party or
its advisers, and any liability therefore is expressly
disclaimed.
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf) by making
an oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to
acquire Placing Shares is given (the "Placees") will be deemed (i)
to have read and understood this Announcement, including this
Appendix, in its entirety; (ii) to be participating and making such
offer on the terms and conditions contained in this Appendix; and
(iii) to be providing (and shall only be permitted to participate
in the Placing on the basis that they have provided) the
representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees 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, it is a Qualified Investor;
3. if it is in the United Kingdom, it is a UK Qualified Investor;
4. it is acquiring Placing Shares for its own account or is
acquiring 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,
acknowledgments, undertakings and agreements contained in this
Announcement;
5. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable), (i) 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
Qualified Investors, or persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent
of the Joint Bookrunners has been given to each proposed offer or
resale; or (ii) where the Placing Shares have been acquired by it
on behalf of persons in a member state of the EEA other than
Qualified Investors, or in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
6. it understands 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;
7. other than a limited number of "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the Securities Act
("Rule 144A") who have delivered to the Company and the Joint
Bookrunners a US Investor Letter substantially in the form provided
to it, (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
8. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of, and compliance with, the foregoing
representations, undertakings, warranties, agreements and
acknowledgements. Each Placee hereby agrees with the Joint
Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued. A Placee shall, without limitation, become
so bound if any Joint Bookrunner confirms to such Placee its
allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuilding Process
Following this Announcement, the Joint Bookrunners will today
commence the bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuilding
Process"). No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in
the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as they may, in their sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Berenberg and Jefferies are acting as joint global coordinators
and Berenberg, Jefferies and Beech Hill are acting as joint
bookrunners in connection with the Placing. Berenberg is acting as
the Settlement Bank. The Joint Bookrunners are not acting for the
Company with respect to the Retail Offer or the Management
Subscription.
The Joint Bookrunners have today entered into an agreement with
the Company (the "Placing Agreement") under which, subject to the
conditions set out therein, each Joint Bookrunner has agreed, as
agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for the Placing Shares in such number
and at such price to be determined following completion of the
Bookbuilding Process and as set out in the Placing Agreement. The
price per Ordinary Share at which the Placing Shares are to be
placed (the "Placing Price") and the final number of Placing Shares
will be determined by the Company and the Joint Global
Co-ordinators at the close of the Bookbuilding Process and will be
set out in the executed Terms of Placing. The timing of the closing
of the book, pricing and allocations will be agreed between the
Joint Global Co-ordinators (acting jointly) and the Company (to the
extent permitted by applicable law and subject to the agreed
principles of allocation). Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuilding Process.
Subject to the execution of the Terms of Placing, each Joint
Bookrunner has severally (and not jointly nor jointly and
severally) agreed with the Company, to the extent that Placees fail
to take up Placing Shares for which they have agreed to acquire, to
take up such Placing Shares itself at the Placing Price on the
Closing Date in its agreed proportion.
The Offer Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the Closing Date. The Offer Shares will be issued free
of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. The JerseyCo
Subscriber will subscribe for ordinary shares and redeemable
preference shares in JerseyCo, a Jersey incorporated wholly owned
subsidiary of the Company, for an amount approximately equal to the
net proceeds of the Placing. The Company will allot and issue the
Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and
redeemable preference shares in JerseyCo that will be issued to the
JerseyCo Subscriber.
Applications for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission of the Offer Shares to
trading on AIM ("Admission"). It is expected that Admission will
become effective at 8.00 a.m. (London time) on 19 July 2022 or such
later time and date (being not later than 8.00 a.m. (London time)
on 26 July 2022) as the Joint Global Co-ordinators and the Company
may agree.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as agents of the
Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by a
Joint Bookrunner. Each Joint Bookrunner and its Affiliates are
entitled to enter bids in the Bookbuilding Process as
principal.
3. The Bookbuilding Process, if successful, will establish the
Placing Price payable to the Joint Bookrunners by all Placees whose
bids are successful. The Placing Price and the aggregate proceeds
to be raised through the Placing will be agreed between the Joint
Global Co-ordinators and the Company following completion of the
Bookbuilding Process. The Placing Price and the number of Offer
Shares will be announced on a Regulatory Information Service
following the completion of the Bookbuilding Process (the " Pricing
Announcement ").
4. To bid in the Bookbuilding Process, prospective Placees
should communicate their bid by telephone or in writing to their
usual sales contact at one of the Joint Bookrunners. Each bid
should state the number of Placing Shares which the prospective
Placee wishes to acquire either at the Placing Price which is
ultimately established by the Company and the Joint Global
Co-ordinators or at prices up to a price limit specified in its
bid. Bids may be scaled down by the Joint Global Coordinators on
the basis referred to in paragraph 8 below.
5. A bid in the Bookbuilding Process will be made on the terms
and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and, except
with the consent of the relevant Joint Bookrunner, will not be
capable of variation or revocation after the time at which it is
submitted. Each Placee's obligations will be owed to the Company
and each Joint Bookrunner. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to each Joint
Bookrunner, to pay to the Joint Bookrunners (or as the Joint
Bookrunners may direct) as agents for the Company in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares that such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
6. The Bookbuilding Process is expected to close no later than
7.00 a.m. (London time) on 15 July 2022, but may be closed earlier
or later at the discretion of the Joint Global Co-ordinators. The
Joint Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuilding Process has closed.
7. Each Placee's allocation will be agreed between the Joint
Global Co-ordinators and the Company (to the extent permitted by
applicable law and subject to the agreed principles of allocation )
and will be confirmed to Placees orally or in writing by the
relevant Joint Bookrunner following the close of the Bookbuilding
Process and a trade confirmation will be dispatched as soon as
possible thereafter. That oral or written confirmation (at the
Joint Bookrunner's discretion) to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of the Joint Bookrunners
and the Company, under which such Placee agrees to acquire the
number of Placing Shares allocated to it and to pay the Placing
Price for each such Placing Share on the terms and conditions set
out in this Appendix and in accordance with the Company's
constitutional documents.
8. The Joint Global Co-ordinators will, in effecting the
Placing, agree with the Company the identity of the Placees and the
basis of allocation and pricing of the Placing Shares. Subject to
paragraphs 4 and 5 above, the Joint Global Co-ordinators may choose
to accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as they may determine.
The Joint Global Co-ordinators may, notwithstanding paragraphs 4
and 5 above, and 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 Bookbuilding Process has closed to any
person submitting a bid after that time. The acceptance of bids
shall be at the absolute discretion of the Joint Global
Co-ordinators. The Company reserves the right (upon agreement with
the Joint Global Co-ordinators) to reduce or seek to increase the
amount to be raised pursuant to the Placing.
9. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the delivery by each Placee
of a US Investor Letter substantially in the form provided to
it.
10. Except as required by law or regulation, no press release or
other announcement will be made by any Joint Bookrunner 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.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are 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".
12. All obligations under the Bookbuilding Process 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 "Termination of the Placing Agreement".
13. By participating in the Bookbuilding Process, each Placee
agrees 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 after
confirmation (oral or otherwise) by a Joint Bookrunner.
14. To the fullest extent permissible by law, no Joint
Bookrunner nor any of its Affiliates nor any of its or their
respective Representatives shall have any responsibility or
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the
Company, the Joint Bookrunners nor any of their respective
Affiliates nor any of their respective Representatives shall have
any responsibility or liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Bookbuilding Process or of such
alternative method of effecting the Placing as the Joint
Bookrunners and their respective Affiliates and the Company may
agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement are conditional on certain conditions including, amongst
other things:
(a) the publication by the Company of the Retail Offer
Announcement through a Regulatory Information Service immediately
following the date of this Announcement (or such later time and
date as the Company and the Joint Global Co-ordinators may agree in
writing);
(b) the Terms of Placing having been executed and delivered by
the Company and the Joint Bookrunners by no later than 7.00 a.m.
(London time) on the Business Day immediately following the date of
this Announcement (or such later time and date as the Company and
the Joint Global Co-ordinators may agree in writing);
(c) the publication by the Company of the Pricing Announcement
through a Regulatory Information Service as soon as reasonably
practicable following the execution of the Terms of Placing;
(d) neither the Company nor JerseyCo being in breach of any of
their respective obligations and undertakings under the Placing
Agreement, the Subscription and Transfer Agreement or the Option
Agreement which fall to be performed or satisfied prior to
Admission;
(e) each of the warranties given by the Company contained or
referred to in the Placing Agreement being true, accurate and not
misleading: (i) as at the date of the Placing Agreement; (ii) as at
the time of the execution of the Terms of Placing; and (iii) as at
and on Admission, in each case, as though they had been given and
made at such times and on such dates by reference to the facts and
circumstances from time to time subsisting;
(f) in the opinion of the Joint Global Co-ordinators (acting
jointly and in good faith), no Specified Event having occurred;
(g) no matter having arisen in respect of which indemnification
or contribution may be sought from the Company by any indemnified
person under the Placing Agreement;
(h) in the opinion of the Joint Global Co-ordinators (acting
jointly and in good faith), there not having been any Material
Adverse Change at any time prior to Admission (whether or not
foreseeable at the date of the Placing Agreement);
(i) certain documents referred to in the Placing Agreement
having been delivered in accordance with and at the times specified
in accordance with the Placing Agreement;
(j) the Company having allotted, subject only to Admission, the
Offer Shares in accordance with the Placing Agreement;
(k) each Retail Offer Document remaining in full force and
effect, not having lapsed or been terminated or amended in
accordance with its terms prior to Admission; (ii) no condition to
which any Retail Offer Document is subject having become incapable
of satisfaction and not having been waived prior to Admission; and
(iii) no event having arisen prior to Admission which gives a party
thereto a right to terminate any Retail Offer Document, save, in
each case, in circumstances where the parties agree in the Terms of
Placing that no Retail Offer Shares will be issued;
(l) (i) each Management Subscription Letter remaining in full
force and effect, not having lapsed or been terminated or amended
in accordance with its terms prior to Admission; (ii) no condition
to which any Management Subscription Letter is subject having
become incapable of satisfaction and not having been waived prior
to Admission; and (iii) no event having arisen prior to Admission
which gives a party thereto a right to terminate any Management
Subscription Letter, save, in each case, in circumstances where the
parties agree in the Terms of Placing that no Management
Subscription Shares will be issued;
(m) (i) each of the Subscription and Transfer Agreement and the
Option Agreement remaining in full force and effect, not having
lapsed or been terminated or amended in accordance with its terms
prior to Admission; (ii) no condition to which the either agreement
is subject having become incapable of satisfaction and not having
been waived prior to Admission (save for the condition in each
agreement relating to Admission); and (iii) no event having arisen
prior to Admission which gives a party thereto a right to terminate
either agreement;
(n) Admission occurring no later than 8.00am on the Closing Date
(or such later time and/or date as the Joint Global Co-ordinators
and the Company may agree in writing, being not later than 8.00
a.m. on 26 July 2022), (all conditions to the obligations of the
Joint Bookrunners included in the Placing Agreement being together,
the " Conditions ").
If: (i) any of the Conditions are not fulfilled or, where
permitted, waived or extended by the Joint Global Co-ordinators in
accordance with the Placing Agreement; or (ii) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will lapse 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 or on behalf of the Placee (or any person on whose behalf
the Placing is acting) in respect thereof.
No Joint Bookrunner nor any of its Affiliates or its or their
respective Representatives shall have any liability or
responsibility to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision it
or another person may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Condition
nor for any decision it may make as to the satisfaction of any
Condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint Global
Co-ordinators. Placees will have no rights against the Joint
Bookrunners, the Company or any of their respective Affiliates
under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999, as amended or otherwise.
By participating in the Bookbuilding Process, each Placee agrees
that its rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Either Joint Global Co-ordinator may, after consultation with
the Company to the extent reasonably practicable, in its absolute
discretion, terminate the Placing Agreement in accordance with its
terms in certain circumstances, including, amongst other
things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the
Placing is or has become untrue or inaccurate in any material
respect or misleading in any respect, or any matter has arisen
which would, if such document or announcement had been issued at
that time, constitute an inaccuracy or omission from such document
or announcement;
(b) there has been a breach by the Company any of its
obligations under the Placing Agreement, the Subscription and
Transfer Agreement or the Option Agreement save for any breach
which is, in the opinion of the Joint Global Co-ordinators (acting
jointly and in good faith), not material;
(c) there has been a breach by the Company of any of the
warranties contained in the Placing Agreement or any of such
warranties is not, or has ceased to be, true, accurate and not
misleading;
(d) in the opinion of either Joint Global Co-ordinator (acting
in good faith) a Specified Event has occurred;
(e) there has been a breach by JerseyCo of any of its
obligations under the Subscription and Transfer Agreement or the
Option Agreement save for any breach which is, in the opinion of
the Joint Global Co-ordinators (acting jointly and in good faith),
not material;
(f) there has been a breach of any provision of any Retail Offer
Document or Management Subscription Letter or a waiver of any
condition thereto, in each case, by the Company save for any breach
which is, in the opinion of the Joint Global Co-ordinators (acting
jointly and in good faith), not material;
(g) in the opinion of either Joint Global Co-ordinator (acting
in good faith), there has been a Material Adverse Change;
(h) there has occurred, or in the opinion of either Joint Global
Co-ordinator (acting in good faith) it is reasonably likely that
there will occur:
(1) any material adverse change in the financial markets in the
United Kingdom, any member state of the EEA, the United States or
the international financial markets, any outbreak or escalation of
hostilities or war, act of terrorism, declaration of emergency or
martial law or other calamity or crisis or event or any change or
development involving a prospective change in national or
international political, financial, economic, monetary or market
conditions or currency exchange rates or controls;
(2) a suspension of, or occurrence of material limitations to,
trading in any securities of the Company by the London Stock
Exchange or any other exchange or over-the-counter market, or of
trading generally on the London Stock Exchange, the New York Stock
Exchange, the NASDAQ National Market or any over-the-counter
market, or minimum or maximum prices for trading having been fixed,
or maximum ranges for prices of securities having been required, by
any of such exchanges or by such system or by order of the FCA, the
London Stock Exchange, the SEC, the Financial Industry Regulatory
Authority, Inc. or any other Agency, or a material disruption in
commercial banking or securities settlement or clearance services
in the United Kingdom, any member state of the EEA or the United
States;
(3) a declaration of a banking moratorium by the United Kingdom,
any member state of the EEA, the United States or New York
authorities; or
(4) any actual or prospective adverse change or development in
United Kingdom, United States or Jersey taxation materially
affecting any Group company, the Offer Shares or the JerseyCo
Subscriber Shares, or the transfer thereof, where the effect, in
each case, is such that (either singly or together with any other
event referred to in this paragraph (h)), in the opinion of either
Joint Global Co-ordinator (acting in good faith), it is inadvisable
or impracticable to market the Offer Shares or to enforce contracts
for the sale of the Offer Shares.; or
(i) the Company's application for Admission is withdrawn or
refused by the London Stock Exchange or, in the opinion of either
Joint Global Co-ordinator (acting in good faith), will not be
granted.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim may be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and the Joint Bookrunners that the exercise or non-exercise
by the Joint Global Co-ordinators of any right of termination or
other right or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Global Co-ordinators
or for agreement between the Company and the Joint Global
Co-ordinators (as the case may be) and that neither the Company nor
the Joint Global Co-ordinators need make any reference to, or
consult with, Placees and that none of the Company, the Joint
Bookrunners nor any of their respective Affiliates or its or their
respective Representatives shall have any liability to Placees
whatsoever in connection with any such exercise or failure to so
exercise or otherwise.
No prospectus
No prospectus, offering memorandum, offering document or
admission document has been or will be prepared or submitted to be
approved by the FCA or the London Stock Exchange (or any other
authority) in relation to the Placing or Admission and no such
prospectus is required (in accordance with the UK Prospectus
Regulation or otherwise) to be published in the United Kingdom or
any equivalent jurisdiction.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any Exchange
Information (as defined below) and subject to the further terms set
forth in the electronic trade confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information previously and simultaneously released by or on behalf
of the Company is exclusively the responsibility of the Company and
has not been independently verified the Joint Bookrunners. Each
Placee, by accepting a participation in the Placing, further
confirms to the Company and each Joint Bookrunner that it has
neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company (other than publicly available information) or any Joint
Bookrunner or its Affiliates or any other person and none of the
Company, the Joint Bookrunners nor any of their respective
Affiliates or its or their respective Representatives nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and the date which is 120
calendar days after the Closing Date, it will not, without the
prior written consent of the Joint Global Co-ordinators, enter into
certain transactions involving or relating to the Ordinary Shares,
subject to certain customary carve-outs agreed between the Joint
Global Co-ordinators and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-ordinators of any power to grant consent to
waive the aforementioned undertaking by the Company shall be within
the absolute discretion of the Joint Global Co-ordinators and that
they need not make any reference to, or consult with, Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0034330679) following Admission will take place within the CREST
system, subject to certain exceptions. The Company and the Joint
Bookrunners reserve the right to require settlement for, and
delivery of, the Placing Shares to Placees by such other means that
they deem necessary, including in certificated form, if 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.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the relevant Joint Bookrunner or as otherwise as
such Joint Bookrunner may direct.
The Company will deliver the Placing Shares to a CREST account
operated by the Settlement Bank as agent for and on behalf of the
Company and the Settlement Bank will enter its delivery (DEL)
instruction into the CREST system. The Settlement Bank will hold
any Placing Shares delivered to this account as nominee for the
Placees. 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 19 July 2022 on a T+2
basis and on a delivery versus payment basis in accordance with the
instructions given to the Joint Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above LIBOR as determined by the
Joint Bookrunners.
Each Placee agrees that, if it does not comply with these
obligations, the relevant Placee shall be deemed hereby to have
irrevocably and unconditionally appointed the Joint Bookrunners, or
any nominee of any Joint Bookrunner as its agent to use its
reasonable endeavours to sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds an amount equal to the aggregate amount owed by the
Placee plus any interest due thereon. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and shall be required to bear any stamp duty, stamp duty
reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) 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 each
Joint Bookrunner all such authorities and powers necessary to carry
out any such transaction and agrees to ratify and confirm all
actions which each Joint Bookrunner lawfully takes on such Placee's
behalf. Each Placee agrees that each Joint Bookrunners' rights and
benefits under this paragraph may be assigned in that Joint
Bookrunner's discretion.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that, upon receipt, the
electronic trade confirmation is copied and delivered immediately
to the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to UK stamp duty or UK stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (and/or any interest, fines or 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), no
Joint Bookrunner nor the Company shall be responsible for the
payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (before itself and for
any person on behalf of which it is acting) with each Joint
Bookrunner (in their capacity as joint bookrunner and as placing
agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing
Shares, that:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the
Bookbuilding Process 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
and undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Bookbuilding Process, the Placing, the Company, the Placing Shares
or otherwise;
2. no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with
the Placing or is required under the EU Prospectus Regulation or
the UK Prospectus Regulation and it has not received and will not
receive a prospectus, offering memorandum, admission document or
other offering document in connection with the Bookbuilding
Process, the Placing, Admission or the Placing Shares;
3. (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 on or prior to the date of this Announcement; (ii) the
Ordinary Shares are admitted to trading on AIM and that the Company
is therefore required to publish certain business and financial
information in accordance with the UK Market Abuse Regulation and
rules and regulations of the London Stock Exchange (including the
AIM Rules) (collectively and together with the information referred
to in (i) above, the "Exchange Information") which includes a
description of the Company's business and the Company's most recent
balance sheet and profit and loss account, and similar statements
for preceding financial years, and that it has reviewed such
Exchange Information and that it is able to obtain or access such
information, or comparable information concerning any other
publicly traded company, in each case without undue difficulty; and
(iii) it has had access to such financial and other information
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 has relied on that
investigation for the purposes of its decision to participate in
the Placing;
4. none of the Company nor any of the Joint Bookrunners nor any
of their respective Affiliates or its or their respective
Representatives nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or
information regarding the Placing Shares, the Bookbuilding Process,
the Placing or the Company or any other person other than this
Announcement, nor has it requested the Company, any Joint
Bookrunner, any of their respective Affiliates or its or their
respective Representatives or any person acting on behalf of any of
them to provide it with any such material or information;
5. unless otherwise specifically agreed with the Joint
Bookrunners, it and any person on behalf of which it is
participating is not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be, a resident of a Restricted Territory or any other
jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares;
6. the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale, nor will an offering
document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under
the securities legislation of the United States or any other
Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
7. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that no Joint
Bookrunner nor any of its Affiliates or its or their respective
Representatives nor any person acting on behalf of any of them have
made any representations to it, express or implied, with respect to
the Company, the Bookbuilding Process, the Placing and the Placing
Shares or the truth, accuracy, completeness or adequacy of this
Announcement or the Exchange Information, nor has or shall have any
responsibility or liability for any information, representation or
statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the
Company, including, without limitation, any Exchange Information,
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 any information previously or
simultaneously published by or on behalf of the Company or
otherwise. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. 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 and any Exchange
Information, that it has received and reviewed all information that
it believes is necessary or appropriate to make an investment
decision in respect of the Placing Shares, and that it has neither
received nor relied on any other information given or
investigations, representations, warranties or statements made by
the Company, any Joint Bookrunner or any of their respective
Affiliates or its or their respective Representatives or any person
acting on behalf of any of them and neither the Company, any Joint
Bookrunner nor any of their respective Affiliates or its or their
respective Representatives will be liable for any Placee's decision
to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement.;
9. it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the
Company in deciding to participate in the Placing;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by any Joint Bookrunner,
any of its Affiliates or any person acting on its or their behalf
and understands that (i) no Joint Bookrunner nor any of its
Affiliates nor any person acting on its or their behalf has or
shall have any responsibility or liability for (x) public
information or any representation; or (y) any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement
or otherwise; and (ii) no Joint Bookrunner nor any of its
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
11. (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services); (ii) it is not participating in the Placing as
nominee or agent for any person to whom the allocation, allotment,
issue or delivery of the Placing Shares would give rise to such a
liability; and (iii) the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
12. that no action has been or will be taken by the Company, any
Joint Bookrunner or any person acting on behalf of the Company or
any Joint Bookrunner that would, or is intended to, permit a public
offer of the Placing Shares in the United States or in any country
or jurisdiction where any such action for that purpose is
required;
13. (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 or will pay any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities;
(iv) it has not taken any action or omitted to take any action
which will or may result in the Company, any Joint Bookrunner or
any of their respective Affiliates or its or their respective
Representatives acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing;
and (v) 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;
14. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to its 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) and will honour such
obligations;
15. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, any delegating
acts, implementing acts, technical standards and guidelines, and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (together
the "Regulations") 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. If within a reasonable time after a request for
verification of identity, the relevant Joint Bookrunner has not
received such satisfactory evidence, such Joint Bookrunner may, in
its absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
such Joint Bookrunner will be returned without interest to the
account of the drawee bank or CREST account from which they were
originally debited;
16. 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, and does make, the
acknowledgments, undertakings, representations and agreements and
give the indemnities herein on behalf of each such person; and (ii)
it is and will remain liable to each Joint Bookrunner and the
Company 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 shall survive the resale of the Placing Shares by or on
behalf of any person for whom it is acting;
17. it is a Relevant Person and undertakes that it will (as
principal or agent) acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
18. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
19. if it is in a member state of the EEA, it is a Qualified Investor;
20. if it is in the United Kingdom, it is a UK Qualified Investor;
21. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable), (i) 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 Qualified
Investors, or persons in the United Kingdom other than UK Qualified
Investors or in circumstances in which the prior consent of the
Joint Bookrunners has been given to each such proposed offer or
resale; or (ii) where the Placing Shares have been acquired by it
on behalf of persons in any member state of the EEA other than
Qualified Investors, or in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
22. 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 with any securities
regulatory authority of any State or other jurisdiction of the
United States and my 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 the applicable securities laws of any state or other
jurisdiction of the United States; and (ii) 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 trans-fer of the
Placing Shares;
23. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are acquired will be
either: (i) located outside the United States and subscribing for
the Placing Shares in an "offshore transaction" as defined in, and
in accordance with, Regulation S under the Securities Act or (ii) a
QIB which has duly executed and delivered to a Joint Bookrunner or
its Affiliates a US Investor Letter substantially in the form
provided to it, which includes an acknowledgement, among other
things, that any Placing Shares it acquires are "restricted
securities" within the meaning of Rule 144(a)(3) under the
Securities Act; and that it is not acquiring any of the Placing
Shares as a result of any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) under the
Securities Act;
24. it is acquiring the Placing Shares for investment purposes
and is not acquiring the Placing Shares with a view to, or for
offer and sale in connection with, any distribution thereof (within
the meaning of the Securities Act) that would be in violation of
the securities laws of the United States or any State thereof;
25. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Placing (including
electronic copies thereof), in or into any Restricted Territory to
any person and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
26. where it is acquiring the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make, and does make, the acknowledgements,
representations and agreements herein on behalf of each such
account;
27. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
28. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them acquiring, holding, managing
or disposing of investments (as principal or agent) for the
purposes of its business or otherwise in circumstances which have
not resulted and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of the
FSMA;
29. any offer of Placing Shares may only be directed at persons
in member states of the EEA who are Qualified Investors and that it
has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA prior to Admission except to Qualified
Investors or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus
Regulation;
30. 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 the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person;
31. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the
FSMA and the Financial Services Act 2012) with respect to anything
done by it in relation to the Placing Shares;
32. if it has received any "inside information" as defined in
the UK Market Abuse Regulation about the Company in advance of the
Placing, it has not: (i) dealt in the securities of the Company;
(ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to
any person except as permitted by the UK Market Abuse Regulation,
prior to the information being made publicly available;
33. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire
and it (and any person acting on its behalf) will make payment for
the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other persons or sold as any
Joint Bookrunner (or its assignee) may in its discretion determine
and without liability to such Placee. It will, however, remain
liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest, fines 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;
34. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Joint Bookrunners or the Company
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;
35. no Joint Bookrunner nor any of its Affiliates or its or
their respective Representatives nor any person acting on behalf of
any of them, is making any recommendations to it or advising it
regarding the suitability or merits 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
any Joint Bookrunner and no Joint Bookrunner has any 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 any Joint Bookrunner's
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
36. the exercise by any Joint Bookrunner of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and the relevant Joint
Bookrunner or the Joint Bookrunners (acting jointly) (as the case
may be) need not have any reference to any Placee and shall have no
liability to any Placee whatsoever in connection with any decision
to exercise or not to exercise any such right and each Placee
agrees that it has no rights against the Joint Bookrunners, the
Company or any of their respective Affiliates under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended) or otherwise;
37. 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. No Joint Bookrunner, the Company nor any of their
respective Affiliates will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest, fines or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the
Company, each Joint Bookrunner and their respective Affiliates and
its and their respective Representatives in respect of the same on
an after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of the Settlement Bank who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
38. 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 Wales 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 any Joint Bookrunner or the
Company 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;
39. each of the Company, the Joint Bookrunners and their
respective Affiliates, its and their respective Representatives and
others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each Joint
Bookrunner on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each Joint Bookrunner 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 forth herein;
40. it will indemnify on an after-tax-basis and hold the
Company, each Joint Bookrunner and their respective Affiliates and
its and their respective Representatives and any person acting on
behalf of any of them harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of, directly or indirectly, or in connection with any
breach by it 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;
41. it irrevocably appoints any director or authorised signatory
of the Joint Bookrunners as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares agreed to be taken up by it under the
Placing;
42. its commitment to acquire Placing Shares on the terms set
out herein and in any electric trade confirmationwill continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing;
43. in making any decision to acquire the Placing Shares: (i) it
has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of acquiring the Placing
Shares; (ii) it is experienced in investing in securities of a
similar nature to the Ordinary Shares and in the sector in which
the Company operates 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 and
has no need for liquidity with respect to its investment in the
Placing Shares; (iii) it has relied solely on its own
investigation, examination, due diligence and analysis of the
Company and its Affiliates taken as a whole, including the markets
in which the Group operates, 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 any Joint
Bookrunner; (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary to
enable it to make
an informed and intelligent decision with respect to making an
investment in the Placing Shares; (v) it is aware and understands
that an investment in the Placing Share involves a considerable
degree of risk; and (vi) it will not look to the Company, any Joint
Bookrunner, any of its Affiliates or their respective
Representatives or any person acting behalf of any of them for all
or part of any such loss or losses it or they may suffer;
44. neither the Company nor any Joint Bookrunner owes any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement or these terms and conditions;
45. in connection with the Placing, a Joint Bookrunner and any
of its Affiliates acting as an investor for its own account may
take up shares in the Company and in that capacity may retain,
purchase or sell for its own account such 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. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to a Joint Bookrunner or any of its
Affiliates acting in such capacity. In addition, a Joint Bookrunner
or any of its Affiliates may enter into financing arrangements and
swaps with investors in connection with which such Joint Bookrunner
or any of its Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. No Joint Bookrunner nor any of its Affiliates intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so; and
46. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication
or assurance that the book will remain covered or that the Placing
and securities will be fully distributed by the Joint Bookrunners.
Each Joint Bookrunner reserves the right to take up a portion of
the securities in the Placing as a principal position at any stage
at its sole discretion, among other things, to take account of the
Company's objectives, UK MiFID II requirements and/or its
allocation policies.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and each Joint Bookrunner (for their
own benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are
irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK 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. Neither the Company nor any Joint Bookrunner
will be responsible for any UK stamp duty or UK stamp duty reserve
tax (including any interest, fines and penalties relating thereto)
arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a 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.
Neither the Company nor any Joint Bookrunner are liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties
or taxes) ("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) otherwise than under the laws of the
United Kingdom. Each Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such transfer taxes
undertakes to pay such transfer taxes forthwith, and agrees to
indemnify on an after-tax basis and hold each Joint Bookrunner
and/or the Company and their respective Affiliates (as the case may
be) harmless from any such transfer taxes, and all interest, fines
or penalties in relation to such transfer taxes. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, any Joint Bookrunner or their
respective Affiliates or its or their respective Representatives
pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
A foreign corporation will be a passive foreign investment
company within the meaning of Section 1297(a) of the US Internal
Revenue Code (a "PFIC") in any taxable year in which, after taking
into account the income and assets of the corporation and certain
subsidiaries pursuant to applicable "look-through rules," either
(i) at least 75 per cent. of its gross income is "passive income"
or (ii) at least 50 per cent. of the average value of its assets is
attributable to assets which produce passive income or are held for
the production of passive income. The Placing Shares may constitute
an equity interest in a PFIC. In the current or any future tax
year, if the Company is a PFIC, US taxable investors may be subject
to adverse US tax consequences in respect of their investment in
the Placing Shares. Neither the Company nor any of the Joint
Bookrunners intends to assess whether the Placing Shares constitute
equity interests in a PFIC in any taxable year or to provide such
information as may be required to make a "qualified electing fund"
election and that it should not assume that such information will
be made available. Prospective purchasers should consult their tax
advisers regarding the potential application of the PFIC
regime.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that each Joint Bookrunner 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. Each Placee
acknowledges and is aware that each Joint Bookrunner is receiving a
fee in connection with its role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with any Joint Bookrunner any money held in an account with
such Joint Bookrunner 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 the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business; and the Placee will rank only as a general
creditor of that Joint Bookrunner.
Time is of the essence as regards each Placee's obligations
under this Appendix.
Any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to any Joint Bookrunner.
The rights and remedies of each Joint Bookrunner and the Company
under the terms and conditions set out 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.
Each Placee may be asked to disclose, in writing or orally to
each Joint Bookrunner: (a) if they are an individual, their
nationality; or (b) if they are a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
APPIX 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" means admission of the Offer Shares to trading
on AIM becoming effective in accordance with
Rule 6 of the AIM Rules for Companies;
"Affiliate" has the meaning given in Rule 501(b) of Regulation
D under the Securities Act or Rule 405 under
the Securities Act, as applicable and, in the
case of the Company, includes its subsidiary
undertakings;
"AIM" means AIM, a market operated by the London Stock
Exchange;
"AIM Rules" means the rules published by the London Stock
Exchange governing admission to AIM and the regulation
of companies whose securities are admitted to
trading on AIM (including any guidance notes),
as each may be amended from time to time;
"Announcement" means this announcement (including its Appendices);
"Beech Hill" means Beech Hill Securities, Inc.;
"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London
Branch;
"Bookbuilding means the bookbuilding process to be commenced
Process" by the Joint Bookrunners immediately following
release of this Announcement to use reasonable
endeavours to procure Placees for the Placing
Shares, as described in this Announcement and
subject to the terms and conditions set out in
this Announcement and the Placing Agreement;
"Business Day" means a day (other than a Saturday or a Sunday)
that the banks are open for business in London,
Jersey and New York;
"Capital Raise" means the Placing, the Retail Offer and the Management
Subscription;
"Closing Date" means the day on which the transactions effected
in connection with the Placing will be settled;
"Company" means ANGLE plc;
"Conditions" has the meaning given to in Appendix 1 to this
Announcement;
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI
2001 No. 3755)) in respect of which Euroclear
is the Operator (as defined in such Regulations)
in accordance with which securities may be held
and transferred in uncertificated form;
"EU Prospectus means Regulation (EU) 2017/1129;
Regulation"
"Euroclear" means Euroclear UK & International Limited, a
company incorporated under the laws of England
and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018;
"Exchange Information" has the meaning given to it in Appendix 1 to
this Announcement;
"FCA" means the UK Financial Conduct Authority;
"FDA" m eans the US Food and Drug Administration
"FSMA" means the Financial Services and Markets Act
2000, as amended;
"Group" means the Company and its subsidiary undertakings;
"Jefferies" means Jefferies International Limited and Jefferies
GmbH;
"JerseyCo" means Acute Limited;
"JerseyCo Subscriber means the JerseyCo Ordinary Shares and the JerseyCo
Shares" Preference Shares, as defined in the Placing
Agreement;
"JerseyCo Subscriber" means Berenberg;
"Joint Bookrunners" means Berenberg, Jefferies and Beech Hill, and
each of them a "Joint Bookrunner";
"Joint Global means Jefferies and Berenberg;
Co-ordinators"
"LDTs" means laboratory developed tests;
"London Stock means London Stock Exchange plc;
Exchange"
"Material Adverse has the meaning given to such term in the Placing
Change" Agreement;
"Management Subscription" means the subscription for Ordinary Shares by
certain directors of the Company;
"Management Subscription means the subscription letters entered into by
Letter" certain directors of the Company today relating
to the Management Subscription;
"Management Subscription means the Ordinary Shares subscribed for pursuant
Shares" to the Management Subscription;
"MBC" means metastatic breast cancer;
"Offer Shares" means the Placing Shares, the Retail Offer Shares
and the Management Subscription Shares;
"Option Agreement" means the put and call option agreement entered
between the Company, the JerseyCo Subscriber
and JerseyCo on the date of the Placing Agreement;
"Order" means the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005;
"Ordinary Share" means an ordinary share of 10 pence each in the
capital of the Company;
"Placee" means any person (including individuals, funds
or otherwise) by whom or on whose behalf a commitment
to acquire Placing Shares has been given;
"Placing" means the placing to take place by way of the
Bookbuilding Process for which the Joint Bookrunners
have been appointed on a several basis;
"Placing Agreement" has the meaning given to it in Appendix 1 to
this Announcement;
"Placing Price" means the price per Placing Share, if any, as
may be agreed between the Joint Global Co-ordinators
and the Company, and as may be specified in the
executed Terms of Placing;
"Placing Shares" means the Ordinary Shares to be acquired by the
Placees under the Placing;
"Pricing Announcement" means the announcement to be published by the
Company confirming the results of the Placing
and the Placing Price on a Regulatory Information
Service immediately following the execution of
the Terms of Placing;
"PRA" means the UK Prudential Regulation Authority;
"QIB" means a "qualified institutional buyer" as defined
in Rule 144A of the Securities Act;
"Qualified Investors" mean persons who are qualified investors within
the meaning of Article 2(e) of the EU Prospectus
Regulation;
"Regulation S" means Regulation S promulgated under the Securities
Act;
"Regulatory Information means any of the services set out in the AIM
Service" Rules;
"Relevant Persons" means (i) Qualified Investors; (ii) UK Qualified
Investors; or (iii) persons to whom this Announcement
may otherwise be lawfully communicated;
"Representative" has the meaning given to it in Appendix 1 to
this Announcement;
"Restricted Territory" means the United States, Australia, Canada, Japan,
South Africa or any jurisdiction in which the
release, publication or distribution of this
Announcement is unlawful;
"Retail Offer" means the offer of Ordinary Shares being made
by the Company on the PrimaryBid platform;
"Retail Offer means the engagement letter and conditional subscription
Documents" letter entered into by the Company and PrimaryBid
Limited relating to the Retail Offer;
"Retail Offer means the Ordinary Shares subscribed for pursuant
Shares" to the Retail Offer;
"Rule 144A" means Rule 144A under the Securities Act;
"Securities Act" means the US Securities Act of 1933, as amended;
"Settlement Bank" means Berenberg;
"Specified Event" has the meaning given to such term in the Placing
Agreement;
"Subscription means the subscription and transfer agreement
and Transfer Agreement" entered into between the Company, the JerseyCo
Subscriber and JerseyCo on the date of the Placing
Agreement;
"subsidiary" or each have the meaning given to that term in the
"subsidiary undertaking" Companies Act 2006;
"Terms of Placing" means the terms of placing to be executed by
the Company and the Joint Bookrunners at the
time of pricing of the Placing substantially
in the form set out in the Placing Agreement;
"UK Market Abuse means Regulation (EU) 596/2014 as it forms part
Regulation" of UK domestic law by virtue of the EUWA;
"UK MiFID II" means EU Directive 2014/65/EU as it forms part
of UK domestic law by virtue of the EUWA;
"UK Prospectus means the EU Prospectus Regulation as it forms
Regulation" part of UK domestic law by virtue of the EUWA;
"UK Qualified mean persons who are qualified investors within
Investors" the meaning of Article 2(e) of the UK Prospectus
Regulation who are (i) persons who fall within
the definition of "investment professional" in
Article 19(5) of the Order; or (ii) persons who
fall within Article 49(2)(a) to (d) ("High net
worth companies, unincorporated associations,
etc.") of the Order;
"uncertificated" means in respect of a share or other security,
or "in uncertificated where that share or other security is recorded
form" on the relevant register of the share or security
concerned as being held in uncertificated form
in CREST and title to which may be transferred
by means of CREST;
"United Kingdom" means the United Kingdom of Great Britain and
or "UK" Northern Ireland;
"United States" means the United States of America, its territories
or "US" and possessions, any State of the United States
of America, the District of Columbia and all
other areas subject to its jurisdiction and any
political sub-division thereof; and
"US Investor Letter" means an investor representation letter in the
form provided by the Joint Bookrunners.
Unless otherwise indicated in this Announcement, all references
to "GBP", or "pence" are to the lawful currency of the United
Kingdom. All references to "US $" are to the lawful currency of the
United States of America.
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.
RNS may use your IP address to confirm compliance with the terms
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END
IOESFUFMLEESESW
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