TIDMC4XD
RNS Number : 1968M
C4X Discovery Holdings PLC
07 May 2020
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER
STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY
SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW
ZEALAND. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY
OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
C4X Discovery Holdings plc
("C4XD", "C4X Discovery" or the "Company")
Proposed Placing
Advancing the next wave of out-licensing opportunities
7 May 2020 - C4X Discovery Holdings plc (AIM: C4XD), a
pioneering Drug Discovery company, today announces a proposed
Placing of Placing Shares with existing and new institutional
investors to raise a minimum of approximately GBP1.0 million in
aggregate before expenses at the Issue Price of 15 pence per
Placing Share.
As noted in the C ompany ' s recent interim results for the six
months ended 31 January 2020, the Company's focus throughout 2020
is to advance various of its exisiting programmes and to progress
the ongoing commercial discussions across its portfolio. The net
proceeds of the Placing will be used to further strengthen its
balance sheet as partnering and strategic collaborations progress,
and to support working capital during the progression of its
pipeline portfolio. The net proceeds of the Placing are expected to
provide the Company with at least twelve months working capital.
The Company's assumptions with regards to its working capital
assume that a material tax credit will be received both this year
and in H1 2021, as has been the case in previous years.
Details of the Placing
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this Announcement in accordance with the
terms and conditions set out in Appendix I. The Placing Shares are
not being made available to the public. It is envisaged that the
Bookbuild will be closed by 11.00 a.m. today, 7 May 2020 although
Panmure Gordon and the Company reserve the right to amend this
timeframe at their discretion .
Details of the number of Placing Shares and the approximate
gross proceeds of the Placing will be announced as soon as
practicable after the closing of the Bookbuild. The Placing is not
underwritten.
Today, Panmure Gordon entered into a placing agreement with the
Company in relation to the Placing (the "Placing Agreement").
Pursuant to the terms of the Placing Agreement, Panmure Gordon, as
agent for the Company, has conditionally agreed to use its
reasonable endeavours to place the Placing Shares with certain
institutional investors. The Placing is conditional upon, inter
alia:
-- admission of the Placing Shares to trading on AIM becoming effective; and
-- the Placing Agreement between the Company and Panmure Gordon not having been terminated.
The Placing Agreement contains customary warranties from the
Company in favour of Panmure Gordon relating to the Group and its
business. In addition, the Company has agreed to indemnify Panmure
Gordon and its affiliates in relation to certain liabilities that
they may incur in respect of the Placing. Panmure Gordon may
terminate the Placing Agreement at any time prior to Admission in
certain circumstances, including in the event of a breach of the
warranties given in the Placing Agreement, the failure of the
Company to comply with its obligations under the Placing Agreement
or, the occurrence of a force majeure event or a material adverse
change affecting the financial position or business or prospects of
the Company. If this right is exercised by Panmure Gordon the
Placing will not proceed.
The proposed issue and allotment of the Placing Shares will be
within the existing shareholder authorities granted to the Company
at its Annual General Meeting held on 31 January 2020 to issue and
allot up to 10,836,700 ordinary shares of the Company free from
statutory pre-emption rights. Application will be made for the
Placing Shares to be admitted to trading on AIM ("Admission") and
it is expected that admission will become effective on or around 12
May 2020.
It is expected that the Placing Shares rank as "eligible shares"
and will be capable of being a "qualifying holding" for the
purposes of investment by VCTs, and that the Company expects it can
issue EIS 3 "compliance certificates" for the purpose of EIS.
Panmure Gordon (UK) Limited is acting as Nominated Adviser and
sole Bookrunner to the Company and no one else in relation to the
Placing. Accordingly, it will not be responsible to any person
other than the Company for providing the regulatory and legal
protections afforded to its clients nor for providing advice in
relation to the contents of this Announcement or any matter,
transaction or arrangement referred to in it.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Investors who
have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have
read and understood this Announcement in its entirety (including
the Appendix) 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 the Appendix.
The capitalised terms not otherwise defined in the text of this
Announcement are defined in Appendix II.
This Announcement is released by C4X Discovery Holdings plc and
contains inside information for the purposes of Article 7 of
Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, the person responsible for arranging the
release of this Announcement on behalf of the Company is Bradley
Richard Hoy, a director of the Company.
For further information, please contact:
C4X Discovery Holdings plc
Clive Dix, Chief Executive Officer 07801 865 803
Panmure Gordon (UK) Limited (NOMAD)
Freddy Crossley, Emma Earl (Corporate Finance) 020 7886 2500
James Stearns (Corporate Broking)
Consilium Strategic Communications
Mary-Jane Elliott, Chris Gardner, Matthew Neal 0203 709 5700
About C4X Discovery
C4X Discovery (C4XD) aims to create the world's most productive
Drug Discovery engine by using cutting-edge technologies and
expertise to efficiently deliver best-in-class small-molecule
medicines to clinical partners for the benefit of patients. The
Company's business model focuses on replenishing big pharma
discovery pipelines and driving returns through revenue generating
pre-clinical licensing deals. In 2018, C4XD successfully
out-licensed a pre-clinical programme in addictive disorders to
Indivior in a deal worth up to $294 million.
C4XD has a state-of-the-art suite of proprietary technologies
across the Drug Discovery process and accesses further innovative
capabilities and expertise through its growing network of partners.
The Company is actively advancing its diverse pre-clinical
discovery portfolio which is focused on inflammation,
neurodegeneration and oncology (including immuno-oncology).
Opportunities to maximise value from the portfolio are proactively
driven by C4XD's commercial division. The Company is led by a
highly experienced management team and Board who have delivered
significant value creation within the healthcare sector.
For additional information please go to:
www.c4xdiscovery.com
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole
responsibility of, the Company. The distribution of this
announcement or any information contained in it, and the offering
or sale of securities in jurisdictions other than the United
Kingdom may be restricted by law, and therefore persons coming into
possession of this announcement and/or any related communications
should inform themselves about and observe such restrictions. Any
failure to comply with such restrictions may constitute a violation
of the securities law of any such jurisdiction.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129) to be published.
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 Panmure Gordon nor any of its affiliates
or agents (or any of their respective directors, officers,
employees or advisers) for the contents of the information
contained in this announcement, or any other written or oral
information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of Panmure Gordon or any of
its affiliates in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefore is expressly disclaimed.
Panmure Gordon and its affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other
information contained in this announcement and no representation or
warranty, express or implied, is made by Panmure Gordon or any of
its affiliates as to the accuracy, fairness, verification,
completeness or sufficiency of the information contained in this
announcement and nothing in this announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or future.
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. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Panmure Gordon.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
Appendix I to this Announcement set out the terms and conditions
of the Placing.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding 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 and acknowledgements contained in
the appendices.
Members of the public are not eligible to take part in the
Placing and no public offering of securities will be made.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 (as amended).
This Announcement is for information purposes only and is
directed only at: (a) persons in member states of the European
Economic Area who are qualified investors ("qualified investors")
as defined in Article (2)(e) of Regulation EU/2017/1129 (the
"Prospectus Regulation"); and (b) in the United Kingdom, qualified
investors who are persons (1) who have professional experience in
matters relating to investments falling within Article 19(1)
(Investment Professionals) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); (2) falling within Article 49(2)(a) to (d) (High net
worth companies, unincorporated associations, etc.) of the Order;
or (3) other persons to whom it may otherwise lawfully be
communicated without being accompanied by any further statements
and/or warnings required by the Order and not included in this
Announcement (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. Any investment or investment activity
to which this Announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority (the
"FCA"), is acting as Nominated Adviser and broker to the Company
for the purposes of the AIM Rules for Companies and the AIM Rules
for Nominated Advisers in connection with the Placing,, and is not
acting for, and will not be responsible to, any person other than
the Company for providing the protections afforded to customers of
Panmure Gordon (UK) Limited or for advising any other person on any
transaction or arrangement referred to in this Announcement.
This Announcement may not be published, distributed, forwarded
or transmitted directly or indirectly, in whole or in part, in or
into the United States. These materials do not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the
United States.
This announcement and the information contained herein are not
an offer for sale or subscription of any securities in the Company
and are not for publication or distribution in the United States or
to any U.S. person ("US Person") within the meaning of Regulation S
("Regulation S") under the United States Securities Act of 1933, as
amended (the "Securities Act"). Any failure to comply with this
restriction may constitute a violation of United States securities
laws.
The Placing Shares described in this Announcement have not been,
and will not be, registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold, resold, transferred or
delivered, directly or indirectly, within, in or into the United
States or to any US Person, unless registered under the Securities
Act or conducted 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. The Placing Shares are
being offered and sold solely outside of the United States in
offshore transactions in accordance with Regulation S to investors
who are not US Persons. There will be no public offering of the
Placing Shares in the United States, the United Kingdom or
elsewhere. No representation is being made as to the availability
of any exemption under the Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares.
The Placing Shares have not been approved or disapproved by the
United States 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 a criminal offence in the United States.
Furthermore, the Placing Shares have not been and will not be
registered under the applicable laws of any of Canada, Australia,
Japan, the Republic of South Africa, New Zealand or of any other
jurisdiction where to do so would be unlawful and, consequently,
may not be offered or sold to any national, resident or citizen
thereof. The distribution of this Announcement and the Placing of
the Placing Shares as set out in this Announcement in certain
jurisdictions may be restricted by law. No action has been taken
that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdictions
where action for that purpose is required. Persons into whose
possession this Announcement comes are required to inform
themselves about, and to observe, such restrictions. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction.
FORWARD-LOOKING STATEMENTS
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "predict" or other
words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make
assumptions in respect of the planned use of the proceeds of the
Placing, the liquidity position of the Company and its subsidiaries
("the Group"), the future performance of the Group, future foreign
exchange rates, interest rates and currency controls, the future
political and fiscal regimes in the overseas markets in which the
Group operates, the Group's future financial position, plans and
objectives for future operations and any other statements that are
not historical fact. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in interest rates and
foreign exchange rates, the policies and actions of governmental
and regulatory authorities, changes in legislation, the further
development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current
and future
periods, evolving practices with regard to the interpretation
and application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future acquisitions and other strategic transactions and the impact
of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may
differ materially from the plans, goals, and expectations set forth
in the Company's forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of the Company
speak only as of the date they are made. These forward-looking
statements reflect the Company's judgement at the date of this
Announcement and are not intended to give any assurance as to
future results. Except as required by the FCA, the London Stock
Exchange, the AIM Rules or applicable law, the Company expressly
disclaims, and none of the Company, Panmure and any of their
respective directors, officers, employees, agents, affiliates or
advisers assumes, any responsibility or obligation or undertaking
to update, amend, revise, release publicly any updates or revisions
to any forward looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based. No statement in this
announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed
the historical or published earnings of the Company. Past
performance of the Company cannot be relied on as a guide to future
performance and persons reading this announcement are cautioned not
to place undue reliance on such forward-looking statements.
This Announcement does not constitute a recommendation
concerning any investors' options with respect to the Placing.
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
PROCURED BY PANMURE GORDON (UK) LIMITED ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE
DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES ARE REQUIRED BY THE COMPANY AND PANMURE GORDON TO INFORM
THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE FOR INFORMATION PURPOSES ONLY
AND ARE DIRECTED AT, AND ARE ONLY BEING DISTRIBUTED TO: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED
INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(REGULATION EU/2017/1129) (THE "PROSPECTUS REGULATION"), (B) IF IN
THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (II) OR FALL WITHIN THE DEFINITION OF "HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC" IN ARTICLE
49(2)(A) TO (D) OF THE ORDER; OR (III)) ARE "QUALIFIED INVESTORS"
AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMED ("FSMA") OR (C) PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS A "RELEVANT PERSON"). THIS APPIX AND THE TERMS AND CONDITIONS
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT,
YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT
ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES CONSTITUTE FOR
SALE OR SUBSCRIPTION OF ANY IN THE COMPANY IN AND IS NOT FOR
PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR TO ANY U.S.
PERSON ("US PERSON") WITHIN THE MEANING OF REGULATION S
("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMED (THE "SECURITIES ACT"). ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES
LAWS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED, SOLD, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO ANY US PERSON UNLESS REGISTERED UNDER THE SECURITIES
ACT OR CONDUCTED 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.
THERE WILL BE NO PUBLIC OFFERING OF THE COMPANY'S SECURITIES IN
THE UNITED STATES. THE SECURITIES WILL BE OFFERED AND SOLE SOLELY
OUTSIDE OF THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE
WITH REGULATION S TO INVESTORS WHO ARE NOT US PERSONS.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE
"SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON ORORSED 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.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND, AND MAY NOT BE
OFFERED, SOLD, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW
ZEALAND, OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares will be subject to a product approval process, which is
expected to determine that the securities 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 MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
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, Panmure Gordon
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 MiFID II; 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 securities and for determining
appropriate distribution channels.
Persons who are invited to and who choose to participate in the
Placing, by making an oral and legally binding offer to acquire
Placing Shares, including any individuals, funds or others on whose
behalf a commitment to acquire Placing Shares is given, will be
deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) to be
participating and making such an offer to acquire Placing Shares on
the terms and conditions, and to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings contained in this Appendix.
Unless otherwise stated, defined terms used in this Appendix
have the meaning set out at the end of this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Placing
Shares has been given and who has been invited to participate in
the Placing by Panmure Gordon.
In particular each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and
2. it is and, at the time the Placing Shares are acquired, will
be outside the United States and is acquiring the Placing Shares in
an "offshore transaction" in accordance with Rule 903 or Rule 904
of Regulation S under the Securities Act ("Regulation S"), which is
acquiring beneficial interests in the Placing Shares for its own
account; if acquiring the Placing Shares for the account of one or
more other persons, it has sole investment discretion with respect
to each such account and full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account; and
3. it is acquiring the Placing Shares for its own account or it
is acquiring the Placing Shares for an account with respect to
which it has authority to exercise, and is exercising, investment
discretion and has authority to make and does make the
representations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in this Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their o er or resale to, persons in
circumstances which may give rise to an o er of securities to the
public other than an o er or resale to Qualified Investors in a
member state of the EEA which has implemented the Prospectus
Regulation, or in circumstances in which the prior consent of
Panmure Gordon has been given and to each such proposed o er or
resale.
The Company and Panmure Gordon will rely on the truth and
accuracy of the foregoing representations, warranties and
acknowledgements.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action. Persons into
whose possession this Announcement comes are required by the
Company and Panmure Gordon to inform themselves about, and to
observe, any such restrictions.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with Panmure
Gordon and the Company to be bound by these terms and conditions as
being the terms and conditions upon which Placing Shares will be
issued or acquired. A Placee shall, without limitation, become so
bound if Panmure Gordon confirms to such Placee its allocation of
Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Issue Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
Timetable for the Placing
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. It is expected that
Placing Shares will be allotted, conditional upon, inter alia ,
Admission becoming effective on 12 May 2020 .
Details of the Placing, the Placing Agreement and the Placing
Shares
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Panmure Gordon and the Company have entered into the Placing
Agreement under which, subject to the conditions set out in that
agreement, Panmure Gordon has agreed to use its reasonable
endeavours, as agent for and on behalf of the Company, to procure
subscribers who will (subject to the satisfaction or (where capable
of waiver) waiver of the conditions contained in the Placing
Agreement) subscribe for the Placing Shares at the Issue Price.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
Applications will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. Admission is
conditional upon, amongst other things, the relevant conditions in
the Placing Agreement being satisfied and the Placing Agreement not
having been terminated in accordance with its terms. It is expected
that the Placing Shares will be allotted, conditional upon, inter
alia, Admission becoming effective and dealings in the Placing
Shares commencing on AIM at 8.00 a.m. on 12 May 2020.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and will
on Admission rank pari passu in all respects with the Existing
Ordinary Shares, including, without limitation, the right to
receive all dividends and other distributions declared, paid or
made in respect of the Ordinary Shares after Admission.
Lock up
As part of the Placing, the Company has agreed, subject to
certain customary exceptions, that it will not issue or sell any
Ordinary Shares for a period of 180 days after Admission without
the prior written consent of Panmure Gordon.
Bookbuild
Panmure Gordon will today commence an accelerated bookbuilding
process (the "Bookbuild") to determine demand for participation in
the Placing by potential Placees. The Bookbuild will open with
immediate effect and is expected to close later today.
The number of Placing Shares to be issued will be agreed between
Panmure Gordon and the Company following completion of the
Bookbuild. The Company will then release an announcement through
the London Stock Exchange's Regulatory Information Service
confirming the number of Placing Shares to be issued and the amount
to be raised under the Placing.
Participation in, and principal terms of, the Placing
Panmure Gordon is arranging the Placing within the UK as agent
for and on behalf of the Company. Participation in the Placing will
only be available to Placees who may lawfully be, and are, invited
to participate by Panmure Gordon.
Panmure Gordon will determine in its absolute discretion the
extent of each Placee's participation in the Placing, which will
not necessarily be the same for each Placee. No element of the
Placing will be underwritten. A Placee's commitment to acquire a
fixed number of Placing Shares under the Placing will be agreed
orally with Panmure Gordon as agent of the Company
("Confirmation").
Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Placing Shares allocated to
it at the Issue Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association. For the avoidance of doubt, the Confirmation
constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing Agreement not having been terminated, to pay
the aggregate settlement amount for the Placing Shares to be
subscribed for by that Placee regardless of the total number of
Placing Shares (if any) subscribed for by any other
investor(s).
Panmure Gordon reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Panmure Gordon also reserves
the right not to accept offers for Placing Shares or to accept such
offers in part rather than in whole.
On the assumption that the conditions set out in the Placing
Agreement in respect of Admission are satisfied (or waived) and
that the Placing Agreement does not lapse and is not terminated in
accordance with its terms on or prior to the Long Stop Date, each
Placee will be required to pay to Panmure Gordon, on the Company's
behalf, the Issue Price for each Placing Share agreed to be
acquired by it under the Placing in accordance with the terms set
out herein. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to Panmure Gordon and the
Company. Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to Panmure Gordon, to pay to it (or as it
may direct) in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares such Placee has agreed
to subscribe for.
The price of securities and income from them may go down as well
as up and investors may not get back the full amount on disposal of
the securities. Panmure Gordon and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion determine.
Save in the event of fraud on its part (and to the fullest
extent permitted by law and applicable rules of the FCA (the "FCA
Rules")), none of (i) Panmure Gordon, (ii) any of its directors,
officers, employees or consultants, or (iii) to the extent not
contained within (i) or (ii), any person connected with Panmure
Gordon as defined in the FCA Rules ((i), (ii) and (iii) being
together "affiliates" and individually an "affiliate"), shall have
any liability to any Placee or to any person (whether acting on
behalf of a Placee or otherwise) other than the Company in respect
of the Placing or in respect of its conduct of the Bookbuild or of
any alternative method that they may adopt for carrying out the
Placing, and where any such liability nevertheless arises as a
matter of law, each Placee shall immediately waive any claim which
it may have against any affiliate in respect thereof.
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. No statement in this
Announcement is intended to be a profit forecast and no statement
in this Announcement should be interpreted to mean that earnings
per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made
at the same time, on the basis explained below under 'Registration
and Settlement'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Placing'
and to the Placing not being terminated on the basis referred to
below under 'Termination of the Placing Agreement'. In the event
that the Placing Agreement is not entered into or does not
otherwise become unconditional in any respect or, after having been
entered into, is terminated, the Placing will not proceed and all
funds delivered by the Placee to Panmure Gordon in respect of the
Placee's participation will be returned to the Placee at the
Placee's risk without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement, including the
Appendices, in their entirety and to be participating in the
Placing upon the terms and conditions contained in this Appendix,
and to be providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in
this Appendix.
Conditions of the placing of the Placing Shares
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Panmure Gordon's obligations under the Placing Agreement are
conditional on, amongst other things:
i. none of the warranties of the Company contained in the
Placing Agreement being untrue, inaccurate or misleading on and as
of the date of the Placing Agreement nor ceasing to true and
accurate or having become misleading as at Admission with reference
to the facts and circumstances which shall then exist;
ii. Admission having become effective in accordance with the AIM
Rules by no later than 8.00 a.m. on 12 May 2020 (or such other time
and/or date as may be agreed between the Company and Panmure
Gordon, not being later than 8:00 a.m. on 29 May 2020 (the "Long
Stop Date");
iii. the Company having complied with its obligations under the
Placing Agreement to the extent that the same fall to be performed
prior to Admission;
iv. the Company allotting, subject only to Admission, the
relevant Placing Shares in accordance with the Placing Agreement;
and
v. the satisfaction or, where capable of waiver, the waiver of
certain other conditions set out in the Placing Agreement in
respect of the placing of the Placing Shares, provided that the
extended time for satisfaction shall not be extended beyond 8.00
a.m. on the Long Stop Date.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not satisfied (or
waived if capable of waiver); or (ii) have become incapable of
being satisfied on or before the Long Stop Date and have not been
waived; or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placee's rights and obligations in relation to the Placing Shares
shall cease and determine at such time and each Placee agrees that
no claim can be made by the Placee in respect thereof.
All obligations assumed by the Placee under the terms and
conditions of the Placing are given to Panmure Gordon in its
capacity as agent for the Company and are therefore directly
enforceable by the Company.
By accepting Placing Shares, each Placee irrevocably agrees
that: (i) the Company and Panmure Gordon may jointly, in their
absolute discretion, exercise the right to extend the time for
fulfilment of any of the conditions to the Placing Agreement
expressed to be capable of waiver or extension (provided that such
extension will not extend later than the Long Stop Date in respect
of Admission; (ii) that Panmure Gordon may waive, in whole or in
part, and where capable of waiver, fulfilment of certain of the
conditions to the Placing Agreement and may terminate the Placing
Agreement in certain circumstances prior to Admission, in each case
without consulting with any Placee; and (iii) that neither Panmure
Gordon, nor any of its respective directors, officers, employees,
agents or affiliates shall have any liability (whether in contract,
tort or otherwise) to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction
of any condition or in respect of the Placing generally. Any such
extension or waiver will not affect the Placees' commitments. If
there is any change to the timetable Placees will be notified at
the first practicable opportunity.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below and will not be capable of rescission
or termination by the Placee.
Right to terminate under the Placing Agreement
The Placing Agreement contains certain undertakings and
warranties given by the Company for the benefit of Panmure Gordon
and indemnities given by the Company relating to certain potential
liabilities of Panmure Gordon. In addition, Panmure Gordon has
certain rights to terminate the Placing Agreement at any time prior
to Admission, inter alia, in the event of a breach of warranty or
an event of force majeure that is material in the context of the
Placing
Upon termination of the Placing Agreement the Placing will not
occur and the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances.
By participating in the Placing, Placees agree that the exercise
by Panmure Gordon of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Panmure Gordon and that Panmure Gordon need not make any
reference to Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to or be approved by the FCA (or any other
authority) or submitted to the London Stock Exchange in relation to
the Placing and Admission and no such prospectus is required to be
published in the United Kingdom or any equivalent document in any
other jurisdiction.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including the
appendices) released by the Company today, and subject to the
further terms set forth in the Contract Note (as defined below) to
be provided by Panmure Gordon to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the appendices)
and all other publicly available information previously or
simultaneously published by or on behalf of the Company by
notification to a Regulatory Information Service or otherwise filed
by the Company is exclusively the responsibility of the Company and
confirms to Panmure Gordon and the Company that it has neither
received nor relied on any other information, representation,
warranty or statement made by or on behalf of the Company, Panmure
Gordon or any other person. None of the Company, Panmure Gordon,
any of their respective officers, directors or employees, or any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in Placing Shares following Admission
will take place within the system administered by CREST, subject to
certain exceptions. The Company reserves the right to require
settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees in certificated form if Panmure Gordon in its
absolute discretion considers this to be necessary or
desirable.
Participation in the Placing is only available to persons who
are invited to participate in it by Panmure Gordon.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Panmure Gordon.
Such agreement will constitute a legally binding commitment on such
Placee's part to acquire that number of Placing Shares at the Issue
Price on the terms and conditions set out or referred to in this
Appendix and subject to the Company's articles of association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating
the number of Placing Shares allocated to it at the Issue Price,
the aggregate amount owed by such Placee to Panmure Gordon and
settlement instructions (the "Contract Note").
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 Panmure Gordon. Settlement will be through
Panmure Gordon against CREST participant account: 83801. For the
avoidance of doubt, Placing allocations will be booked with a trade
date of 7 May 2020. The settlement date for the Placing Shares will
be 12 May 2020.
The Company will instruct its registrar to deliver the Placing
Shares to the CREST account operated by Panmure Gordon as agent for
the Company and Panmure Gordon will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the Placing Shares to the relevant Placee against payment.
Interest may be charged in respect of payments not received for
value at that time.
Whilst Panmure Gordon does not believe there to be any liability
to stamp duty or stamp duty reserve tax in respect of the Placing
Shares, should any such stamp duty or stamp duty reserve tax be
payable, it shall be entirely for the Placee's account and neither
the Company nor Panmure Gordon will have any liability in respect
thereof.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) with Panmure Gordon (in its capacity as
bookrunner and broker in connection with the Placing), in each case
as a fundamental term of its application for Placing Shares, as
follows:
1. it has read this Announcement, including the appendices, in
its entirety and acknowledges and agrees that its participation in
the Placing will be subject to the terms, conditions,
representations, warranties, acknowledgments, agreements and
undertakings and other information contained herein and to the
provisions of the Placing Agreement and the articles of association
of the Company in force both before and immediately after
Admission;
2. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
3. that its commitment to acquire Placing Shares on the terms
set out herein and in this Announcement (including the Appendix)
and the trade confirmation or contract note will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and Placees will have no right
to be consulted or require that their consents be obtained with
respect to the Company's or Panmure Gordon's conduct of the
Placing;
4. that the exercise by Panmure Gordon of any rights or
discretion under the Placing Agreement shall be within the absolute
discretion of Panmure Gordon and Panmure Gordon need not have any
reference to the Placee and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and that it has no rights against Panmure
Gordon or the Company, or any of their respective directors and
employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
5. that it is not relying on any information or representation
or warranty in relation to the Company or any of its subsidiaries
or any of the Placing Shares other than as contained in this
Announcement (including the appendices); and that neither the
Company nor Panmure Gordon nor any of their respective officers,
directors or employees will have any liability for any such other
information or representation;
6. that it has relied on its own assessment and investigation of
the business, financial or other position of the Company in
determining whether to participate in the placing, and (a) has
satisfied itself concerning legal, regulatory, tax, business,
currency, financial and other economic considerations in connection
herewith to the extent it deems necessary; (b) had access to review
publicly available information concerning the Company that it
considers necessary or appropriate and sufficient in making an
investment decision and to determine whether to participate in the
Placing; (c ) reviewed such information as it believes necessary or
appropriate in connection with its subscription of the Placing
Shares; and (d) made its investment decision based solely upon its
own judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Panmure
Gordon, the Company or any other person otherwise than as set out
in this Announcement;
7. that it understands and agrees that it may not rely, and has
not relied, on any investigation that Panmure Gordon, any of its
affiliates or any person acting on its behalf, may or may not have
conducted with respect to the Company, the Placing Shares or the
Placing, and that none of Panmure Gordon, the Company, any of their
affiliates, or any person acting on behalf of them has provided,
and will not provide, any material regarding the Placing Shares,
the Bookbuild, the Placing or the Company (other than this
Announcement);
8. that none of Panmure Gordon, the Company, nor any of thier
affiliates, nor any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of Panmure Gordon for
the purposes of the Placing;
9. that none of Panmure Gordon nor any of its affiliates, nor
any person acting on behalf of any of them have any duties or
responsibilities to it or, as the case may be, its clients similar
or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book; that Panmure
Gordon is not acting for it or its clients; and that Panmure Gordon
will not be responsible for providing protections afforded to its
clients or for providing advice in relation to the transactions
described in this Announcement nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor the exercise or performance of Panmure
Gordon's rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
10. accordingly, it acknowledges and agrees that it will not
hold Panmure Gordon or any of its affiliates or any person acting
on their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Company or information made available (whether in written or oral
form) in presentations or as part of roadshow discussions with
investors relating to the Company (the "Information") and that
neither Panmure Gordon nor any person acting on behalf of Panmure
Gordon makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such Information or
accepts any responsibility for any of such Information;
11. that none of Panmure Gordon, their respective affiliates or
any person acting on behalf of any of them has or shall have any
liability for any information made publicly available by or in
relation to the Company or any representation, warranty or
statement relating to the Company or the Group contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
12. it is not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a national or resident of a Restricted Jurisdiction or a
corporation, partnership or other entity organised under the laws
of a Restricted Jurisdiction or of any jurisdiction which would be
unlawful and that it will not offer, sell, renounce, transfer or
deliver directly or indirectly any of the Placing Shares in a
Restricted Jurisdiction or any jurisdiction where to do so would be
unlawful or any person resident in a Restricted Jurisdiction or in
any jurisdiction where to do so would be unlawful and it
acknowledges and agrees 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 jurisdiction of the
United States, or the relevant securities legislation of any
Restricted Jurisdiction and therefore Placing Shares may not be
offered for sale, and may not be, directly or indirectly, offered,
sold, renounced, transferred or delivered, in or into a Restricted
Jurisdiction or their respective territories and possessions, or in
any jurisdiction which to do would be unlawful unless pursuant to a
relevant exemption;
13. it is not located in the United States at the time the buy
order is originated and it represents that no "directed selling
efforts" (as defined in Regulation S under the Securities Act) were
made in connection with the Placing;
14. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is
given;
15. it acknowledges and agrees that its purchase of Placing
Shares does not trigger, in the jurisdiction in which it is
resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report in respect to
such purchase; (ii) any disclosure or reporting obligation of the
Company; or (iii) any registration or other obligation on the part
of the Company, but that if required by applicable securities laws
or as otherwise reasonably requested by the Company, the Placee
will execute, deliver and file and otherwise assist the Company in
filing reports, questionnaires, undertakings and other documents
with respect to the issue of the Placing Shares;
16. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that: (i) it has fully observed
such laws; (ii) it has obtained all necessary capacity, consents
and authorities (regulatory or otherwise) to enable it to give its
commitment to subscribe for the Placing Shares and to perform its
subscription obligations; (iii) it has complied with all necessary
formalities and has not taken any action which will or may result
in the Company or Panmure Gordon or any of their respective
directors, officers, employees or agents acting in breach of any
regulatory or legal requirements of any territory in connection
with the Placing or its acceptance of Placing Shares; and (iv) its
commitment constitutes a valid and binding obligation on it;
17. in making any decision to subscribe for the Placing Shares,
it confirms: (i) it has such knowledge and experience in financial,
business, tax and international investment matters as to be capable
of evaluating the merits and risks of its investment in the Placing
Shares; (ii) it will not look to Panmure Gordon for all or part of
any such loss it may suffer; (iii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear the economic risk of
participating in the Placing for an indefinite period of time; (iv)
is able to sustain a complete loss of such investment in the
Placing Shares; and (v) has no need for liquidity with respect to
its investment in the Placing Shares. It further confirms that it
relied on its own examination and due diligence of the Company and
its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
18. if it has received any inside information about the Company
in advance of the publication of this Announcement, 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, prior to the information
being made publicly available;
19. that (i) it is acting as principal only in respect of the
Placing and has the power and authority to carry on the activities
in which it is engaged, to subscribe for Placing Shares and to
execute and deliver all documents necessary for such subscription;
and/or (ii) if it is acting for any other person: (A) it is duly
authorised to do so and has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such person; and (B) it is and will remain liable to the
Company and/or Panmure Gordon 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;
20. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its
shares in accordance with the articles of association of the
Company and any relevant rules or legislation;
21. if within the United Kingdom, it represents and warrants
that it is a Qualified Investor as defined in section 86 of FSMA
(as amended) and is a person (i) having professional experience in
matters relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who falls within Article 49(2)(a) to
(d) of the Order ("high net worth companies, unincorporated
associations, etc") or (iii) to whom this Announcement may
otherwise lawfully be communicated;
22. that 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;
23. that 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;
24. it is not, nor is it acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986 (depositary receipts and
clearance services);
25. that no instrument under which it acquires Placing Shares
(whether as principal, agent or nominee) will be subject to stamp
duty or stamp duty reserve tax at the increased rates referred to
in sections 67 or 93 (Depository Receipts) or section 70 or 96
(Clearance Services) of the Finance Act 1986;
26. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither Panmure Gordon nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement
("Indemnified Taxes"). Each Placee and any person acting on behalf
of such Placee agrees to participate in the Placing and it agrees
to indemnify the Company and Panmure Gordon on an after-tax basis
in respect of the any Indemnified Taxes on the basis that the
Placing Shares will be allotted to the CREST stock account of
Panmure Gordon who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
27. that it irrevocably appoints any director of Panmure Gordon
as its agent for the purpose 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 offered to it by Panmure Gordon;
28. that if it elects to receive its Placing Shares in
uncertificated form, the CREST member account identified in the
Contract Note returned by it is not marked;
29. to indemnify on an after tax basis and hold the Company and
Panmure Gordon and their respective directors, officers, employees,
agents and affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach by it (or any
person on whose behalf it is acting) of the representations,
warranties, acknowledgements, agreements and undertakings contained
in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
30. that its obligations will be owed to the Company and Panmure
Gordon and acknowledges that it has an immediate, separate,
irrevocable and binding obligation, owed to Panmure Gordon, to pay
to Panmure Gordon (or as it may direct) in cleared funds an amount
equal to that shown in the Contract Note, and it undertakes that 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, failing which the relevant
Placing Shares may be placed with other subscribers or sold as
Panmure Gordon may in its discretion determine and without
liability to such Placee;
31. that it (and any person acting on its behalf) has the funds
available to pay for, and will make payment in respect of the
Placing Shares allocated to it, in accordance with the terms and
conditions of this Announcement, including the appendices, on the
due time and date set out herein (unless otherwise agreed), failing
which the relevant Placing Shares may be placed with other persons
or sold as Panmure Gordon may in its sole discretion determine and
without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the Issue Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty, stamp
duty reserve tax or other similar taxes (together with any
interest, fines or penalties) which may arise upon the sale of such
Placee's Placing Shares;
32. that that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on 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 or in connection with any
such contract, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company
or Panmure Gordon 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;
33. that the Company, Panmure Gordon and their respective
affiliates will rely upon the truth and accuracy of the
representations, warranties, acknowledgements and undertakings set
out herein which are given to Panmure Gordon on its own behalf and
on behalf of the Company and which are irrevocable and it
irrevocably authorises the Company and Panmure Gordon 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. It agrees that if any of the acknowledgments,
representations, warranties and agreements made in connection with
its subscribing for and/or acquiring of Placing Shares are no
longer accurate, it shall promptly notify the Company and Panmure
Gordon;
34. it is aware of, have complied with and will continue to
comply with any obligations it has under the FCA's Money Laundering
Rules, the Criminal Justice Act 1993, Market Abuse Regulation (EU)
No 596/2014, FSMA, the Terrorism Act 2000, and the Money Laundering
Regulations to the extent applicable to it and in respect of its
subscription for Placing Shares: (i) it has complied fully with its
obligations pursuant to the Money Laundering Regulations; and (ii)
it will provide Panmure Gordon on demand with any information it
may require for the purposes of verification under the Money
Laundering Regulations; and (iii) that if it is 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 Money Laundering Regulations;
35. that to ensure compliance with the FCA's Money Laundering
Rules, the Terrorism Act 2000, and the Money Laundering Regulations
(as applicable), Panmure Gordon may, in its absolute discretion,
require verification of Placees' identity to the extent that it has
not already provided the same. Pending the provision to Panmure
Gordon of evidence of identity, definitive certificates in respect
of Placing Shares may be retained at its absolute discretion. If
within a reasonable time after a request for verification of
identity Panmure Gordon has not received evidence satisfactory to
it, Panmure Gordon may, at its absolute discretion, terminate the
proposed issue of Placing Shares to the Placee in which event the
monies payable on acceptance of the allotment will, if paid, be
returned without interest to the account of the drawee bank from
which they were originally debited. No Placing Shares will be
placed with a Placee if before Admission its acceptance of any
Placing Shares is rejected pursuant to the Money Laundering
Regulations;
36. that it has complied and will comply with all applicable
laws with respect to anything done by it in relation to the Placing
Shares in, from or otherwise involving, the United Kingdom
(including all relevant provisions of the FSMA in the United
Kingdom);
37. that it will not make any offer to the public of those
Placing Shares to be subscribed by it for the purposes of the
Prospectus Regulation;
38. that it will not distribute any document relating to the
Placing Shares and it will be subscribing for the Placing Shares
for its own account as principal or for a discretionary account or
accounts (as to which it has full power and authority to make the
acknowledgments, representations and agreements herein on behalf of
each such account) for investment purposes only;
39. that this Announcement does not constitute an offer to sell,
or the solicitation of an offer to buy, Placing Shares in any
jurisdiction in which such an offer or solicitation is unlawful. It
acknowledges and agrees that the Placing Shares have not been and
will not be registered or qualified for sale under the securities
laws of any Restricted Jurisdiction or any other jurisdiction where
to do so would be unlawful. Accordingly, the Placing Shares may not
be offered or sold, directly or indirectly, within the United
States and it represents, warrants and acknowledges to Panmure
Gordon that it will only offer and sell the Placing Shares outside
the United States in offshore transactions in accordance with
Regulation S under the US Securities Act or within the United
States pursuant to a valid registration statement or pursuant to an
available exemption therefrom under the Securities Act. The Placing
Shares may not be sold within or to persons who are nationals of or
are resident in or who are corporations or other entities organised
under the laws of Restricted Jurisdictions or any jurisdiction
where to do so would be unlawful unless pursuant to a relevant
exemption. Each Placee agrees not to distribute this Announcement
in or into any Restricted Jurisdictions or any jurisdiction where
to do so would be unlawful;
40. if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such investor's agreement to subscribe for Placing
Shares under the Placing and will not be any such person on the
date any such Placing is accepted;
41. that information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars'
computer system(s). It acknowledges and agrees that for the
purposes of the General Data Protection Regulation (EU) 2016/679
and other relevant data protection legislation which may be
applicable (the "Data Protection Law"), the Company and the
Registrars are required to specify the purposes for which they will
hold personal data. The Company and the Registrars will only use
such information for the purposes set out below (collectively, the
"Purposes"), being to:
i. process its personal data (including sensitive personal data)
as required by or in connection with its holding of Ordinary
Shares, including processing personal data in connection with
credit and money laundering checks on it;
ii. communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares;
iii. provide personal data to such third parties as the Company
or the Registrars may consider necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares or as the Data Protection Law may require, including to
third parties outside the United Kingdom or the European Economic
Area;
iv. without limitation, provide such personal data to the
Company or Panmure Gordon for processing, notwithstanding that any
such party may be outside the United Kingdom or the EEA States;
and
v. process its personal data for the Company's or Registrars' internal administration; and
42. that it has obtained the consent of any data subjects to the
Registrars and the Company and their respective associates holding
and using their personal data for the Purposes (including the
explicit consent of the data subjects for the processing of any
sensitive personal data for the purpose set out in paragraph 32
above). For the purposes of this Announcement, "data subject",
"personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law.
The foregoing acknowledgements, undertakings, representations,
warranties and confirmations are given to each of the Company and
Panmure Gordon (for their own benefit, and where relevant, the
benefit of their respective affiliates and any person acting on
their behalf) and are irrevocable. The Company and Panmure Gordon
will rely upon the truth and accuracy of the foregoing
acknowledgements, undertakings, representations, warranties and
confirmations.
The agreement to settle a Placee's acquisition of Placing Shares
(and/or the acquisition by a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to an acquisition by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement 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
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable, for which neither the Company nor Panmure Gordon
will be responsible. If this is the case, each Placee should seek
its own advice and notify Panmure Gordon.
In addition, neither the Company nor Panmure Gordon is liable
for any capital duty, stamp duty or any other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable in or outside the UK by any Placee or any other person on
the Placee's acquisition of any Placing Shares or the agreement by
them to subscribe for any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company,
Panmure Gordon and their respective affiliates, agents, directors,
officers and employees from any and all such stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including interest, fines or penalties relating
thereto).
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, Panmure Gordon or their respective
affiliates, agents, directors, officers and employees 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.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that Panmure Gordon 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, and any person acting on behalf of the Placee,
acknowledges that neither the Company nor Panmure Gordon owes any
fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, representations, warranties,
undertakings or indemnities contained in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Panmure Gordon, any money held in an account with
Panmure Gordon 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. Each 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 Panmure
Gordon's money in accordance with the client money rules and will
be used by Panmure Gordon in the course of its own business and the
Placee will rank only as a general creditor of Panmure Gordon.
All times and dates in this Announcement may be subject to
amendment. Panmure Gordon shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
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
Panmure Gordon or by any of its respective affiliates or agents 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.
APPIX II
DEFINITIONS
"Act" the UK Companies Act 2006, as amended
"Admission" the admission of the Placing Shares to trading on
AIM becoming effective in accordance with the AIM Rules
"AIM" the market of that name operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies, which sets out the
rules and r esponsibilities for companies whose sha r es a re
admitted to trading on AIM, as amended from time to time
"Announcement" this announcement relating to the Placing
"Board" or "Directors" the board of directors of the Company
"Business Day" a day (other than a Saturday, Sunday or public
holiday) when banks are usually open for business in London
"certificated" or "in certificated form" in relation to a share
or other security, a share or other security that is not in
uncertificated form, that is not in CREST
"Company" or "C4XD" C4X Discovery Holdings plc, a public limited
company incorporated in England and Wales under registered number
9134041
"CREST" the relevant system (as defined in the Regulations)
which enables title to units of relevant securities (as defined in
the Regulations) to be evidenced and transferred without a written
instrument and in respect of which Euroclear is the Operator (as
defined in the Regulations)
"CREST member" a person who has been admitted by Euroclear as a
system-member (as defined in the Regulations)
"CREST participant" a person who is, in relation to CREST, a
system participant (as defined in the Regulations)
"Drug Discovery" the process through which potential new
medicines are identified, involving a wide range of scientific
disciplines, including biology, chemistry and pharmacology
"EIS" the Enterprise Investment Scheme
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST
"Existing Ordinary Shares" the 108,366,444 Ordinary Sha r es in
issue at the date of this Announcement
"FCA" the UK Financial Conduct Authority
"FSMA" the UK Financial Services and Markets Act 2000,as
amended
"Group" the Company, its subsidiaries and subsidiary
undertakings
"Issue Price" 15 pence per Placing Share
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations" the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (as amended)
"Ordinary Shares" the ordinary shares of one penc (GBP0.01) each
in the share capital of the Company
"Panmure Gordon" Panmure Gordon (UK) Limited, a company
incorporated in England
and Wales with company number 04915201, authorised and regulated
by the FCA
"Placees" any person who has agreed to subscribe for Placing
Shares
"Placing" the p r oposed conditional, non-pre-emptive placing by
Panmure Gordon (on behalf of the Company) of the Placing Sha r es
at the Issue Price on the terms and subject to the conditions in
the Placing Agreement
"Placing Agreement" the conditional agreement dated 7 May 2020
relating to the Placing, between the Company and Panmure Gordon
"Placing Shares" the new Ordinary Shares which are to be
subscribed for by the Placees and issued by the Company to the
Placees in accordance with the terms of the Placing Agreement
"Prospectus Regulation" Commission Regulation (EU) 2017/1129
which entered into force on 21 July 2019
"Registrars" Link Asset Services, registrar to the Company
"Regulations" the UK Uncertificated Securities Regulations 2001
(SI 2001 No.3755), as amended
"Regulatory Information Service" has the meaning given in the AIM Rules
"Restricted Jurisdictions" each of Australia, Canada, Japan, the
Republic of South Africa, New Zealand and the United States where
the extension or availability of the Placing would breach any
applicable law
"Securities Act" the United States Securities Act of 1933
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"un certificated" or
"in uncertificated form " a share or other security recorded on
the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred by means of CREST
"US" or "United States" the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia
"VCT" a company which is, or which is seeking to become,
approved as a venture capital trust under Section 842AA of the UK
Income and Corporation Taxes Act 1988
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEEAFSKELFEEAA
(END) Dow Jones Newswires
May 07, 2020 02:00 ET (06:00 GMT)
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