TIDMEVG
RNS Number : 7602N
Evgen Pharma PLC
02 February 2021
For immediate release
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF EVGEN PHARMA PLC IN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
2 February 2021
Evgen Pharma plc
("Evgen Pharma" or "the Company")
Placing and Open Offer to raise up to GBP11 million
Evgen Pharma plc (AIM: EVG), a clinical stage drug development
company , today announces that it has conditionally raised gross
proceeds of GBP10 million by way of a placing of 125,000,000 new
ordinary shares of 0.25 pence each in the capital of the Company
("Ordinary Shares") with existing and new investors (the "Placing")
at an issue price of 8 pence per share (the "Issue Price"). The
Placing was heavily oversubscribed.
In addition to the Placing, in order to provide an opportunity
to all qualifying shareholders ("Qualifying Shareholders") to
participate in the fundraising at the Issue Price, subject to the
closing of the Placing, Qualifying Shareholders will be given the
opportunity to subscribe for up to 12,490,676 new Ordinary Shares
through an open offer to raise up to an additional GBP1 million
approximately (gross) (the "Open Offer") (the Open Offer together
with the Placing, the "Fundraising").
The Directors believe that the Open Offer Shares to be issued
pursuant to the Open Offer will rank as "eligible shares" for the
purposes of EIS and will be capable of being a "qualifying holding"
for the purposes of investment by VCTs.
Highlights
-- The Fundraising will raise gross proceeds of up to GBP11
million at the Issue Price (assuming full take up of the Open
Offer).
-- The net proceeds of the Fundraising are intended to be used as follows:
o to fund further preclinical work for metastatic breast cancer
(mBC), glioma and a further cancer indication yet to be
announced;
o subject to further pre-clinical progress, potentially fund a
clinical trial in glioma patients;
o to complete the formulation and scale up manufacturing of
SFX-01;
o to complete all preparatory work required to file an
Investigational New Drug application in the US in respect of
SFX-01; and
o to fund the Group's operations through to mid-2023 including
two key senior hires, being a Chief Business Officer and a Chief
Scientific and Medical Officer.
-- The Company is making good progress with recruitment for
patients for its Phase II/III randomised, placebo-controlled
STAR-COVID 19 trial, which is sponsored by the University of Dundee
and funded by the UK charity Life Arc. As of 1(st) February 2021,
this trial had recruited 89 patients.
-- Admission of the 125,000,000 Ordinary Shares to be issued
pursuant to the Placing (the "Placing Shares") is expected to take
place not later than 8:00 a.m. on 4 March 2021. Admission is
conditional, amongst other things, on the passing of resolutions
(the "Resolutions") to be put to shareholders at a general meeting,
details of which are included within this Announcement (the
"General Meeting").
-- Admission of up to 12,490,676 Ordinary Shares to be issued
pursuant to the Open Offer (the "Open Offer Shares") is expected to
take place not later than 8:00 a.m. on 4 March 2021. The final
number of Open Offer Shares is conditional on uptake by Qualifying
Shareholders and on the passing of the Resolutions (the Placing
Shares and the Open Offer Shares together, the "New Ordinary
Shares").
-- Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM
("Admission").
-- Certain directors have agreed to subscribe for, in aggregate,
187,500 Placing Shares through the Placing, further information on
which is set out below.
-- Under the Open Offer, Qualifying Shareholders will have an
Open Offer entitlement of 1 Open Offer Share for every 11 Existing
Ordinary Shares held. The terms and conditions of the Open Offer
will be set out in the Circular.
-- A circular to shareholders in respect of the Fundraising (the
"Circular") is expected to be posted on 12 February giving notice
of the General Meeting to be held virtually on at 10:00 a.m. on 3
March 2021 at which the Resolutions will be considered. A copy of
the Circular will be available on the Company's website
www.evgen.com from the date of posting.
-- The record date for the Open Offer is expected to be 10 February 2021 (the "Record Date").
Commenting on the Fundraising, Huw Jones, CEO of Evgen Pharma
plc, said:
"This heavily oversubscribed fundraising is transformative for
us and allows us to accelerate both our future clinical and current
pre-clinical work dramatically, together with expanding our senior
management team to support our growth. We are very pleased with
recent progress of our work on SFX-01 and are most grateful for the
support shown in this placing by existing shareholders. The Placing
also brings a number of new, high quality shareholders to our
register and we offer a warm welcome to them as we accelerate our
progress in a range of cancers and acute respiratory distress."
Details of the Placing
The Placing and the Open Offer are conditional upon, inter
alia:
-- the passing of the Resolutions in order to ensure that the
Directors have the necessary authorities and powers to allot the
New Ordinary Shares on a non-pre-emptive basis;
-- Admission becoming effective; and
-- the placing and open offer agreement (the "Placing and Open
Offer Agreement") between the Company and finnCap Ltd ("finnCap")
not having been terminated in accordance with its terms .
For the avoidance of doubt, the Placing is not conditional on
the Open Offer and is not underwritten.
The New Ordinary Shares will, when issued, be 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 such Ordinary
Shares after the date of Admission.
Details of the Open Offer
At the same time as the Placing, the Company also proposes to
raise up to a further GBP1 million before fees and expenses
(assuming full take up) by way of the Open Offer. The Open Offer
will be made to all Qualifying Shareholders in order to provide
them with the opportunity to participate in the Fundraising at the
Issue Price. The Open Offer is being conducted on the basis of 1
Open Offer Share for every 11 Existing Ordinary Shares held on the
Record Date. Qualifying Shareholders subscribing for their full
Open Offer Entitlement under the Open Offer may also apply for
additional Open Offer Shares through the Excess Application
Facility. The terms and conditions of the Open Offer will be set
out in the Circular. The Open Offer is not underwritten.
Following Admission, assuming full take up under the Open Offer,
the Company will have in issue 262,397,441 Ordinary Shares (the "
Enlarged Issued Share Capital "), however the final Enlarged Issued
Share Capital figure will be confirmed at a later date, once the
results of the Open Offer are known.
The New Ordinary Shares (assuming full take-up under the Open
Offer) will in aggregate represent approximately 50 per cent. of
the Enlarged Issued Share Capital of the Company. The Issue Price
represents a discount of approximately 14 per cent. to the closing
mid-market price of 9.35 pence per Ordinary Share on 1 February
2021, being the latest practicable date prior to the publication of
this Announcement.
The terms and conditions of the Open Offer will be set out in
the Circular. It is expected that the Circular will be dispatched
on or around 12 February 2021 and will also be available at this
time on the Company's website at www.evgen.com.
The expected timetable of the principal events is set out
below.
finnCap acted as nominated adviser and broker in connection with
the Fundraising.
Further information about the Company, the proposed Placing and
Open Offer is set out in Appendix I. The capitalised terms not
otherwise defined in the text of this Announcement are defined in
Appendix II.
Expected Timetable of Principal Events
Announcement of the Placing and Open Offer 2 February 2021
Record Date for Open Offer 10 February 2021
Publication of the Circular and the Forms of Proxy and Notice of General Meeting 12 February 2021
Ex-entitlement date for Open Offer 7:00 a.m. 12 February 2021
Open Offer entitlements credited to CREST accounts 8:00 a.m. 15 February 2021
Recommended latest time and date for requesting withdrawal of Open Offer 3:00 p.m. 24 February 2021
entitlements from
CREST
Recommended latest time and date for depositing Open Offer entitlements into CREST 3:00 p.m. 25 February 2021
Latest time and date for splitting Application forms (to satisfy bona fide market 3:00 p.m. 26 February 2021
claims only)
Latest time and date for receipt of Forms of Proxy & CREST voting instructions 10:00 a.m. on 1 March 2021
Latest time and date for receipt of completed application forms and payment in full 11:00 a.m. 2 March 2021
under
the Open Offer
Announcement of results of the Open Offer 3 March 2021
General Meeting 10:00 a.m. on 3 March 2021
Admission of New Ordinary Shares and commencement of dealings on AIM 08:00 a.m. 4 March 2021
CREST accounts credited in respect of Placing Shares and Open Offer Shares 4 March 2021
Where applicable, expected date of despatch of share certificates for Placing Shares By week commencing 15 March 2021
and Open
Offer Shares
Enquiries:
Evgen Pharma plc Via Walbrook
Barry Clare, Chairman
Dr Huw Jones, CEO
Richard Moulson, CFO
finnCap
Geoff Nash / Teddy Whiley (Corporate
Finance)
Alice Lane / Sunila de Silva
(ECM)
www.finncap.com +44 (0) 20 7220 0500
Walbrook PR +44 (0)20 7933 87870 or evgen@walbrookpr.com
Paul McManus/ Anna Dunphy +44 (0)7980 541 893 / +44 (0)7876
741 001
About Evgen Pharma plc
Evgen Pharma is a clinical stage drug development company
developing sulforaphane based medicines for the treatment of
multiple diseases. The Company's core technology is Sulforadex(R),
a method for synthesising and stabilising the naturally occurring
compound sulforaphane and novel proprietary analogues based on
sulforaphane. The lead product, SFX-01, is a patented composition
of synthetic sulforaphane and alpha-cyclodextrin.
Clinical data from the Company's open-label Phase II STEM trial
has shown that SFX-01 can halt the growth of progressing tumours in
patients with oestrogen-positive (ER+) metastatic breast cancer,
and in some cases significantly shrink the tumour, whilst causing
very few side effects.
The Company commenced operations in January 2008 and has its
headquarters at The Colony, Wilmslow, Cheshire, and its registered
office is at the Liverpool Science Park, Liverpool. It joined the
AIM market of the London Stock Exchange in October 2015 and trades
under the ticker symbol EVG.
For further information, please visit: www.evgen.com
IMPORTANT NOTICES
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, finnCap
or any of their respective affiliates, agents, directors, officers,
or employees that 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
into whose possession this Announcement comes are required by the
Company and finnCap to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes
only and 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 (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) ("FSMA") does
not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. 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 from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
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, the Republic of South Africa or
Japan. Accordingly, the Placing 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, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
finnCap is authorised and regulated by the Financial Conduct
Authority in the United Kingdom and is acting exclusively for the
Company and no one else in connection with the Placing, and finnCap
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 in relation to the Placing or any
other matters referred to in this Announcement.
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 finnCap or by any of its 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 therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II as amended
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of: (a) retail investors; (b) investors who meet the
criteria of professional clients; and (c) 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, finnCap 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 Placing Shares and determining
appropriate distribution channels.
Forward-Looking Statements
This Announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of such terms and phrases,
variations or comparable expressions, including references to
assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. These
forward-looking statements speak only as at the date of this
Announcement. No statement in this Announcement is intended to
constitute a profit forecast or profit estimate for any period.
Neither the Directors nor the Company undertake any obligation to
update forward-looking statements other than as required by the AIM
Rules or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
UK Market Abuse Regulation
Market soundings, as defined in UK MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by UK MAR. That inside information
is set out in this Announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of UK MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Richard Moulson, a
director of the Company.
APPIX 1
ADDITIONAL INFORMATION ON
THE PROPOSED PLACING & OPEN OFFER OF UP TO 137,490,676 NEW
ORDINARY SHARES AT 8 PENCE EACH
Background to and reasons for the proposed Fundraising
Evgen is a clinical stage drug development company focused on
the development of sulforaphane-based compounds, a new class of
pharmaceuticals which are synthesised in a proprietary,
well-tolerated, stable formulation. The Company has a comprehensive
intellectual property package over this technology. Its pipeline
exploits sulforaphane's activity in oncology and inflammatory
diseases, based on inhibition of the pSTAT3 and SHP2 pathways, of
importance in controlling cancers, and up-regulation of Nrf2, a
therapeutic target associated with a broad range of diseases
characterised by excessive oxidative stress and inflammation.
Evgen's lead product, SFX-01, has demonstrated efficacy in a
Phase II trial for advanced metastatic breast cancer. It has been
used to treat over 150 patients in clinical trials and is
well-tolerated with predominantly mild side-effects.
Dr Huw Jones recently joined Evgen as CEO. He has over 30 years'
experience of leadership roles in public and private R&D-based
companies within the biotechnology and pharmaceutical sector, with
a particular focus on pre-clinical and clinical drug development,
dilutive and non-dilutive financing and business development.
As stated at the time of the Company's Interim Results released
10 December 2020, following the appointment of Dr Jones, Evgen's
strategy has been refined as follows:
-- to ensure Evgen's selected development programmes meet
stringent scientific and commercial criteria;
-- the Company's core R&D efforts to be focused on its oncology and ARDS pipeline;
-- SFX-01 to continue to be provided to academic groups for
preclinical evaluation in selected disease models;
-- consideration will be given to supporting clinical evaluation
of SFX-01 in non-core indications where there is compelling
preclinical data and an attractive commercial opportunity;
-- to leverage the Sulforadex(R) platform by supporting
Juvenescence in bringing products to market outside the
pharmaceutical sector; and
-- the business model is to establish proof of concept and then conclude partnerships.
The Board is pleased with the progress the Company has made in
the past 12 months, including commencing the Phase IIb/III ARDS
trial and its first partnership, and is conscious of need for
additional capital to fund the ongoing business operations and to
allow the Company to continue to invest in the development of its
preclinical and clinical stage drugs. With this in mind, the Board
believes it is appropriate for the Company to raise the additional
capital required to accelerate its product development pipeline and
growth strategy.
Current trading
A s stated in the Company's Interim Results released 10 December
2020, the financial performance for the six-month period to 30
September 2020 was in line with expectations. The Company's first
licensing revenues ($250k) were received following signature of the
Juvenescence licence. Operating losses increased on the previous
period by GBP0.3m from GBP1.6m to GBP1.9m; this was due to the
increase in activity and costs of the toxicology programmes and
manufacturing process development. Consequently the total
comprehensive loss for the period was GBP1.8m (30 September 2019:
GBP1.6m). The net cash outflow for the period was GBP1.8m (30
September 2019: inflow of GBP3.0m as a result of an equity
fundraise). The cash position on 30 September 2020 stood at GBP2.3m
(30 September 2019: GBP5.1m), reflecting the operating loss before
share-based payment charges. Since the year end HMRC has remitted
R&D tax credits of GBP0.47m.
The Placing
The Company has conditionally raised GBP10 million (before
expenses) by way of a Placing at the Issue Price. The Placing
Shares, have pursuant to the Placing and Open Offer Agreement, been
placed by finnCap, as agent for the Company, with institutional and
other professional investors.
The Placing has not been underwritten and is not subject to
clawback. The Placing Shares are not part of the Open Offer and the
Placing is not conditional on the Open Offer.
The Placing and Open Offer Agreement is conditional upon, inter
alia, the approval of the Resolutions by Shareholders at the
General Meeting, Admission occurring on or before 8.00 a.m. on 4
March 2021 (or such later date as finnCap and the Company may
agree, being not later than 8.00 a.m. on 18 March 2021), and the
Placing and Open Offer Agreement not having been terminated prior
to Admission.
The Placing and Open Offer Agreement contains warranties from
the Company in favour of finnCap in relation to (amongst other
things) the Company and its business. In addition, the Company has
agreed to indemnify finnCap in relation to certain liabilities it
may incur in undertaking the Placing. finnCap has the right to
terminate the Placing and Open Offer Agreement in certain
circumstances prior to Admission, in particular, it may terminate
in the event that there has been a material breach of any of the
warranties or for force majeure.
The Open Offer
Qualifying Shareholders will be given the opportunity to
subscribe for up to 12,490,676 new Ordinary Shares through an Open
Offer to raise up to GBP1 million (approximately) before expenses
in addition and separate to the funds raised pursuant to the
Placing on the basis of 1 Open Offer Shares for every 11 Existing
Ordinary Shares held on the Record Date.
The terms and conditions of the Open Offer will be set out in
the Circular. The Open Offer is not underwritten.
The New Ordinary Shares will rank pari passu in all respects
with the Existing Ordinary Shares including the right to receive
all dividends and other distributions thereafter declared, made or
paid on the Enlarged Share Capital . Application will be made to
the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on AIM.
Related party transactions
The participation of Huw Jones and Sue Foden (as detailed below
within this Announcement) (the "Participating Directors") in the
Placing constitutes related party transactions under the AIM Rules,
by virtue of the Participating Directors being directors of the
Company. The Independent Directors consider, having consulted with
finnCap (as the Company's nominated adviser) that the terms of the
related party transactions in relation to the participation of the
Participating Directors in the Placing are fair and reasonable
insofar as the Company's Shareholders are concerned.
Directors' Participation
The Participating Directors are subscribing for Placing Shares
amounting to an aggregate subscription for 187,500 New Ordinary
Shares, as follows:
Director Number of Existing Number of Placing Shares Total number of Percentage of Enlarged
Ordinary Shares held being acquired Ordinary Shares held Issued Share Capital(1)
following the Placing
Huw Jones Nil 62,500 62,500 0.02%
Sue Foden Nil 125,000 125,000 0.05%
(1) Excluding Open Offer Shares
Use of proceeds
The net proceeds of the Fundraising are intended to be used as
follows:
-- to fund further preclinical work for metastatic breast cancer
(mBC), glioma and a further cancer indication yet to be
announced;
-- subject to further pre-clinical progress, potentially fund a
clinical trial in glioma patients;
-- to complete the formulation and scale up manufacturing of SFX-01;
-- to complete all preparatory work required to file an
Investigational New Drug application in the US in respect of
SFX-01; and
-- to fund the Group's operations through to mid-2023 including
two key senior hires, being a Chief Business Officer and a Chief
Scientific and Medical Officer.
General Meeting
The Company will be seeking specific authorities from
Shareholders to allot the New Ordinary Shares proposed to be issued
in respect of the Placing and the Open Offer by way of the
Resolutions that will be proposed at the General Meeting.
APPIX 2
DEFINITIONS
In addition to the terms previously defined, the following
definitions apply throughout this Announcement unless the context
otherwise requires:
"Admission" admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" the market of that name operated by London
Stock Exchange
"AIM Rules" the AIM Rules for Companies, published
by London Stock Exchange
"Application Form" the application form for use by Qualifying
Non-CREST Shareholders in connection
with the Open Offer
"Board" the board of directors of the Company
"Circular" the document expected to be posted to
shareholders on 12 February 2021 containing
information about the Fundraising and
convening the General Meeting. A copy
of the Circular will be available on
the Company's website form the date of
posting
"Company" or "Evgen" Evgen Pharma plc
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations
2001) for the paperless settlement of
trades and the holding of uncertificated
securities operated by Euroclear UK &
Ireland Limited
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755)
"Directors" the directors of the Company
"Enlarged Issued Share all of the Ordinary Shares in issue on
Capital" Admission
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Excess Application Facility" the arrangement pursuant to which Qualifying
Shareholders may apply for additional
Open Offer Shares in excess of their
Open Offer Entitlement in accordance
with the terms and conditions of the
Open Offer
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 12 February
2021
"Existing Ordinary Shares" the 137,397,441 existing ordinary shares
of 0.25 pence each in issue at the date
of the Circular, all of which are admitted
to trading on AIM
"FCA" the Financial Conduct Authority
"finnCap" finnCap Limited
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the General Meeting
"FSMA" the Financial Services and Markets Act
2000
"Fundraising" the Placing and the Open Offer together
"General Meeting" the general meeting of the Company to
be convened for at 10:00 a.m. on 3 March
2021
"Group" the group comprising the Company and
its subsidiary undertakings
"Independent Directors" the Directors other than the Participating
Directors
"Issue Price" 8 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Longstop Date" 18 March 2021
"New Ordinary Shares" together, the Placing Shares and the
Open Offer Shares
"Ordinary Shares" ordinary shares of 0.25 pence each in
the capital of the Company
"Open Offer" the conditional invitation by the Company
to Qualifying Shareholders to apply to
subscribe for the Open Offer Shares at
the Issue Price on the terms and subject
to the conditions set out in the Circular
and, in the case of Qualifying Non-CREST
Shareholders, in the Application Form
"Open Offer Entitlement" the individual entitlements of Qualifying
Shareholders to subscribe for Open Offer
Shares allocated to Qualifying Shareholders
pursuant to the Open Offer
"Open Offer Shares" the up to 12,490,676 new Ordinary Shares
to be issued by the Company pursuant
to the Open Offer
"Overseas Shareholders" Shareholders with a registered address
outside the United Kingdom
"Participating Directors" Huw Jones and Sue Foden, being the Directors
subscribing for New Ordinary Shares as
part of the Fundraising
"Placee" each person who is invited to and who
chooses to participate in the Placing
"Placing" the placing of the Placing Shares at
the Issue Price pursuant to the Placing
and Open Offer Agreement
"Placing and Open Offer the agreement dated 2 February 2021 between
Agreement" the Company and finnCap relating to the
Placing
"Placing Shares" the 125,000,000 new Ordinary Shares to
be issued by the Company pursuant to
the Placing
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in uncertificated form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on
the register of members of the Company
at the Record Date but excluding any
Overseas Shareholder who has a registered
address in any Restricted Jurisdiction
"Receiving Agent" or "Registrar" SLC Registrars
"Record Date" close of business on 10 February 2021
"Resolutions" the resolutions to be set out in the
Notice of General Meeting forming part
of the Circular
"Restricted Jurisdiction" each and any of the United States, Canada,
Japan, South Africa, New Zealand or Australia
and any other jurisdiction where the
extension or the availability of the
Open Offer would breach any applicable
law
"Shareholders" holders of the Company's Ordinary Shares
"UK" the United Kingdom of Great Britain and
Northern Ireland
"UK MAR" the Market Abuse Regulation (EU) Regulation
No. 596/2014 as it forms part of United
Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018
"US" or "United States" the United States of America, each State
thereof, its territories and possessions
(including the District of Columbia)
and all other areas subject to its jurisdiction
"uncertificated" or "in an Ordinary Share recorded on a company's
uncertificated form" share register 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
"GBP", "pounds sterling", are references to the lawful currency
"pence" or "p" of the United Kingdom
APPIX 3
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
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:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 EVGEN PHARMA PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, 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 ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, finnCap
or any of their respective affiliates, agents, directors, officers
or employees that 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
into whose possession this Announcement comes are required by the
Company and finnCap to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes
only and 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 (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) (the "FSMA")
does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. 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 from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
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, the Republic of South Africa or
Japan. Accordingly, the Placing 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, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Information" section of this Announcement. Capitalised
terms not defined in this Appendix 3 shall have the meaning given
to them in the "Definitions" contained in Appendix 2 of this
Announcement.
By participating in the Placing (such participation to be
confirmed in a recorded telephone conversation with finnCap or via
email), each person who is invited to and who chooses to
participate in the Placing (a "Placee") 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 herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix 3.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
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. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) 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
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of the finnCap has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
3. in the case of a Relevant Person in a member state of the EEA
(each a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) 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:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of finnCap has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons; and
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
5. 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 3;
and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
Details of the Placing Agreement and the Placing Shares
finnCap will shortly be entering into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement,
finnCap, as agent for and on behalf of the Company, will agree to
use its reasonable endeavours to procure Placees for the Placing
Shares.
The Placing will comprise of up to 125,000,000 new Ordinary
Shares in the capital of the Company (the "Placing Shares"), which
shall be issued subject to and conditional upon the passing of
certain resolutions (the "Resolutions") to be proposed at a general
meeting of the Company to be held on 3 March 2021 (the "General
Meeting").
No element of the Placing is being underwritten.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company, be credited
as fully paid and will rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Pursuant to the Placing Agreement, the Company will agree that,
for a period of three months following Admission, it will not
without the prior consent of finnCap issue any shares or options to
subscribe for any shares (other than options granted pursuant to
any employee share schemes adopted by the Company) or securities
convertible or exchangeable into shares or enter into any agreement
or undertaking to do so.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission of the Placing Shares to
trading on AIM ("Admission").
It is expected that Admission of the Placing Shares will take
place at 8.00 a.m. on 4 March 2021 and that dealings in the Placing
Shares will commence at the same time.
Principal terms of the Placing
1. finnCap is acting as bookrunner to the Placing, as agent for
and on behalf of the Company.
2. Participation in the Placing will only be available to
Relevant Persons and others who may lawfully be, and are, invited
by finnCap to participate. finnCap and any of its affiliates are
entitled to participate in the Placing as principal.
3. The price per Placing Share (the "Issue Price") is fixed at 8
pence and is payable to finnCap (as agent for the Company) by all
Placees.
4. Up to 125,000,000 new Ordinary Shares will be issued pursuant to the Placing.
5. finnCap reserves the right to scale back the number of
Placing Shares to be subscribed for or acquired by any Placee in
the event of an oversubscription under the Placing. finnCap also
reserves the right not to accept offers for Placing Shares or to
accept such offers in part rather than in whole.
6. Each Placee's allocation (including the number of Placing
Shares) will be determined by finnCap in its discretion following
consultation with the Company and having regard to the Company's
reasonable requests. Each Placee's allocation of Placing Shares
will be communicated orally or via email by finnCap to the relevant
Placee. That oral confirmation or returned email confirmation will
give rise to an irrevocable, legally binding commitment by such
Placee, in favour of finnCap and the Company, under which it agrees
to acquire the number of Placing Shares allocated to it at the
Issue Price and otherwise on the terms and subject to the
conditions set out in this Appendix 3 and in accordance with the
Company's articles of association. Except with finnCap's consent,
such commitment will not be capable of variation, revocation,
termination or rescission at either the time of such oral
confirmation or any time thereafter.
7. Each Placee's allocation and commitment for the Placing will
be evidenced by a separate contract note issued to such Placee by
finnCap. The terms of this Appendix 3 will be deemed incorporated
in each such contract note.
8. Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix 3 and will be legally binding on the
Placee on behalf of which it is made and except with finnCap's
consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to finnCap (as
agent for the Company), 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 acquire and
the Company has agreed to allot and issue to that Placee.
9. Except as required by law or regulation, no press release or
other announcement will be made by finnCap 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.
10. 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 on the basis explained below under
"Registration and settlement".
11. All obligations under the Placing will be subject to
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".
12. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permissible by law and applicable
rules of the Financial Conduct Authority (the "FCA"), neither:
(a) finnCap;
(b) any of its affiliates, agents, directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with finnCap as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of
finnCap);
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither finnCap nor any of its affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of finnCap's conduct of the Placing or of such
alternative method of effecting the Placing as finnCap and the
Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic confirmation which will
confirm the number of Placing Shares allocated to them, the Issue
Price and the aggregate amount owed by them to finnCap.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by finnCap in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
finnCap.
Settlement of transactions in the Placing Shares (ISIN:
GB00BSVYN304) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to occur on 4 March 2021, unless notified by finnCap.
Settlement will be on a delivery versus payment basis. However, in
the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and finnCap may agree that the Placing Shares
should be issued in certificated form. finnCap reserves the right
to require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as it deems
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
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 three percentage points above prevailing base rate of
Barclays Bank plc as determined by finnCap.
Each Placee is deemed to agree that if it does not comply with
these obligations, finnCap may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for finnCap's
own 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 Issue Price and
for any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of its Placing
Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note 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 United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
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 finnCap under the Placing Agreement in
relation to the Placing Shares are conditional upon, inter
alia:
(a) none of the warranties on the part of the Company contained
in the Placing Agreement being untrue, inaccurate or misleading on
the date on which the Placing Agreement is signed or on Admission,
by reference to the facts and circumstances then subsisting;
(b) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
(c) the Resolutions having been duly passed at the General
Meeting (or at any adjournment thereof); and
(d) Admission having become effective at or before 8.00 a.m. on
4 March 2021 or such later time as finnCap may agree with the
Company but in any event no later than 8.00 a.m. on 18 March 2021
(the "Long Stop Date"),
(all conditions to the obligations of finnCap included in the
Placing Agreement being together, the "conditions").
If any of the conditions are not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and
finnCap may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placee's
rights and obligations 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 Placee is acting) in
respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
finnCap may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of certain of the conditions in
whole or in part, or extend the time provided for fulfilment of
such conditions, save that conditions relating to the passing of
the Resolutions and Admission referred to in paragraphs (c) and (d)
respectively above may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this Appendix
3.
finnCap may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither finnCap nor any of its affiliates, agents, directors,
officers or employees nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision any of them 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 any of them 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 finnCap.
Termination of the Placing
finnCap may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to
Admission if, inter alia:
(a) the Company fails in any material respect to comply with any
of its obligations under the Placing Agreement or it commits a
breach of the rules and regulations of the FCA and/or London Stock
Exchange or any other applicable law;
(b) there has, in opinion of finnCap, been a breach of the
warranties given to it which it considers material in the context
of the Placing;
(c) there has, in the opinion of finnCap, been a material
adverse change in the condition (financial, operational, legal or
otherwise), business, operations or prospects of the Company;
(d) any statement contained in this Announcement or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing is or has become or has been
discovered to be untrue or inaccurate or misleading in any respect
which finnCap considers to be material in the context of the
Placing; or
(e) in the opinion of finnCap, there has been a force majeure event.
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 can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and finnCap that the exercise by the Company or finnCap of
any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or finnCap or for agreement between the Company and
finnCap (as the case may be) and that neither the Company nor
finnCap need make any reference to such Placee and that none of the
Company, finnCap nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by finnCap of a contract note confirming each
Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where finnCap expressly agrees in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the 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 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 Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information (as defined
below);
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document:
a. is required under the UK Prospectus Regulation, EU Prospectus
Regulation or other applicable law; and/or
b. has been or will be prepared in connection with the Placing;
3. 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 rules and practices of
the London Stock Exchange, the FCA and/or the Market Abuse
Regulation (EU) Regulation No. 596/2014 as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "UK MAR"), which includes a description of the nature
of the Company's business and the Company's most recent balance
sheet and profit and loss account (together, the "Publicly
Available Information") and that it is able to obtain or access
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither finnCap nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement or
the Publicly Available Information; nor has it requested finnCap,
the Company, any of their respective affiliates, agents, directors,
employees or officers or any person acting on behalf of any of them
to provide it with any such information;
5. neither finnCap nor any person acting on behalf of it nor any
of its affiliates, agents, directors, officers or employees has or
shall have any liability for any Publicly Available Information, or
any representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
(b) neither finnCap, nor the Company (nor any of their
respective affiliates, agents, directors, officers and employees)
have made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of the Publicly Available
Information;
(c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that finnCap or any
person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither finnCap nor any
persons acting on its behalf is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix 3 shall exclude any liability of any
person for fraudulent misrepresentation;
8. it is not, and at the time the Placing Shares are acquired
will not be, a resident of the United States of America, Australia,
Canada, the Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, the Republic of South Africa or Japan
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South
Africa or Japan or in any country or jurisdiction where any such
action for that purpose is required;
10. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with the terms
of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as finnCap determines;
11. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix 3) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, the
United States of America, Australia, Canada, the Republic of South
Africa or Japan, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise
qualified under the securities legislation of the United States of
America, Australia, Canada, the Republic of South Africa or Japan
and may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
13. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
14. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and 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;
15. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
16. not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the
United States (including electronic copies thereof) to any person,
and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
17. none of finnCap, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them is making any recommendations to it
or advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be a client
of finnCap and that finnCap has no duties or responsibilities to it
for providing the protections afforded to its clients 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 its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
18. it will make payment to finnCap for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due time and date set out in this Announcement,
failing which the relevant Placing Shares may be placed with others
on such terms as finnCap determines in its absolute discretion
without liability to the Placee and it will 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 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;
19. no action has been or will be taken by any of the Company,
finnCap or any person acting on behalf of the Company or finnCap
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;
20. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that finnCap and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to indemnify the Company and
finnCap in respect of the same on the basis that the Placing Shares
will be allotted to a CREST stock account of finnCap or transferred
to a CREST stock account of finnCap who will hold them as nominee
on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
21. 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 stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
22. if it is within the United Kingdom, it and any person acting
on its behalf falls within Article 19(5) and/or 49(2) of the Order
and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
23. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant State
prior to the expiry of a period of six months from Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their 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 or within the meaning of the UK
Prospectus Regulation, or an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus
Regulation;
24. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant State, it is a Qualified Investor as
defined in Article 2(e) of the EU Prospectus Regulation;
25. it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by finnCap in
its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an
authorised person;
26. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
27. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of finnCap has been given
to the offer or resale;
28. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing,
it has not:
(a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
29. finnCap and its affiliates, acting as an investor for its or
their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, finnCap and/or any of its affiliates acting as an
investor for its or their own account(s). Neither finnCap nor the
Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
30. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (as amended);
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(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 and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to finnCap such evidence, if any, as to the identity or location or
legal status of any person which it may request from it in
connection with the Placing (for the purpose of complying with the
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by finnCap on the basis that any failure
by it to do so may result in the number of Placing Shares that are
to be acquired by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as finnCap may decide at
its sole discretion;
31. in order to ensure compliance with the Regulations, finnCap
(for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to finnCap or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
finnCap's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
finnCap's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request
for verification of identity finnCap (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either finnCap and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
32. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note will 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
finnCap's conduct of the Placing;
33. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
34. it irrevocably appoints any duly authorised officer of
finnCap 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 for which it agrees to acquire upon the terms of
this Announcement;
35. the Company, finnCap and others (including each of their
respective affiliates, agents, directors, officers and employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to finnCap on its own behalf and on behalf of the Company
and are irrevocable;
36. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
37. time is of the essence as regards its obligations under this Appendix 3;
38. 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 finnCap;
39. the Placing Shares will be issued subject to the terms and
conditions of this Appendix 3; and
40. the terms and conditions contained in this Appendix 3 and
all documents into which this Appendix 3 is incorporated by
reference or otherwise validly forms a part and/or any agreements
entered into pursuant to these terms and conditions and all
agreements to acquire Placing Shares pursuant to the Placing will
be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute or matter arising out of such
contract except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
interest chargeable thereon) may be taken by the Company or finnCap
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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, finnCap and each of their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix 3 or incurred by finnCap, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix 3 shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes 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
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor finnCap shall be responsible for such stamp
duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and they should notify finnCap
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect 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 non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and finnCap in the event that either
the Company and/or finnCap have incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix 3 are given to finnCap for
itself and on behalf of the Company and are irrevocable.
finnCap is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing or any other matters referred to in
this Announcement, and finnCap 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 in
relation to the Placing or any other matters referred to in this
Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that finnCap does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that finnCap may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with finnCap, any money held in an account with finnCap 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 relevant 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 finnCap's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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.
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.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCELLFBFLLFBBF
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