TIDMGDR
RNS Number : 4515L
Genedrive PLC
10 September 2021
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE
TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE
LAW OR REGULATION.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF GENEDRIVE PLC IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE
REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 AS AMED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
10 September 2021
genedrive plc
("genedrive", the "Group" or the "Company")
Placing to raise up to GBP6.0 million
and
Open Offer to raise up to GBP4.5 million
and
Notice of General Meeting
Manchester, UK - 10 September 2021 : genedrive plc (LSE: GDR),
the near patient molecular diagnostics company, announces a
proposed fundraising by way of a placing (the "Placing") to raise
up to GBP6.0 million in aggregate at a price per share of 25 pence
(the "Issue Price"). The Company also announces it will be making
an Open Offer to Qualifying Shareholders at the Issue Price to
raise up to GBP4.5 million (the "Open Offer", and together with the
Placing, the "Fundraising").
The Fundraising is being undertaken at an issue price of 25
pence per share which represents a discount of approximately 40.1
per cent. to the closing price on 9 September 2021 (being the
latest practicable date prior to this Announcement). The
Fundraising is not being underwritten.
Reasons for the Fundraising and Use of Proceeds
The net proceeds of the Fundraising and the Company's existing
cash resources will be directed towards two near-term revenue
opportunities being the final development of the Genedrive(R) COV19
ID Kit, a point of care assay for the detection of SARS-COV-2 ("GDR
COV POC") and supporting the commercial roll out of the Company's
Antibiotic Induced Hearing Loss test, Genedrive(R) MT-RNR1 ID Kit
("AIHL test") as well as providing additional funding to cover the
Group's other product development, commercialisation and general
corporate costs until the AIHL test and GDR COV POC are expected to
be able to support the Group's overheads.
The Placing and the Open Offer
The Placing of up to 24,000,000 new Ordinary Shares (the
"Placing Shares") at the Issue Price will be subject to the
approval of shareholders to be sought at a General Meeting. The
proceeds of the Placing (before expenses) will be approximately
GBP6.0 million.
Details of the General Meeting will be set out in the Circular
expected to be sent to shareholders after conclusion of the Placing
and on or around 14 September 2021. The date of the General Meeting
will be confirmed at that time.
Peel Hunt LLP ("Peel Hunt") and finnCap Ltd ("finnCap") are
acting as joint bookrunners, and Peel Hunt is acting as nominated
adviser, in connection with the Placing. The Placing Shares are
being offered by way of an accelerated bookbuild, which will be
launched immediately following this Announcement (as defined
below), in accordance with the terms and conditions set out in
Appendix II to this Announcement.
The timing for the close of the Bookbuild and allocation of the
Placing Shares shall be at the discretion of Peel Hunt and finnCap,
in consultation with the Company. The final number of Placing
Shares will be agreed by Peel Hunt, finnCap and the Company at the
close of the Bookbuild and the result will be announced as soon as
practicable thereafter. It is envisaged that the Bookbuild will be
closed no later than 6:00 p.m. on the date of this
Announcement.
In addition, in order to ensure Qualifying Shareholders have the
opportunity to participate in the equity financing at the Issue
Price, the Company will also be conducting an Open Offer, on the
basis of 2 Open Offer Shares for every 7 Ordinary Shares held on
the Record Date, to raise gross proceeds of up to GBP4.5 million
for the Company. The Open Offer will be made to Qualifying
Shareholders pursuant to the Circular. Shareholders subscribing for
their full entitlement under the Open Offer may also apply for
additional Open Offer Shares through the Excess Application
Facility. The Open Offer is primarily aimed at those Qualifying
Shareholders who are not given the opportunity to participate in
the Placing.
The Open Offer will not be underwritten so if there is no take
up by Qualifying Shareholders, no additional proceeds will be
received by genedrive pursuant to the Open Offer element of the
Fundraising.
The Placing and the Open Offer are conditional, inter alia, upon
Shareholders approving the Resolutions at the General Meeting and
upon the Placing and Open Offer Agreement not having been
terminated and becoming unconditional. The Company intends to
publish and send a circular (the "Circular") to Shareholders on or
around 14 September 2021 , which will contain a notice convening
the General Meeting and proposing the necessary resolutions to
authorise the Directors to allot the Placing Shares and the Open
Offer Shares for cash free of statutory pre-emption rights. It will
also contain the terms and conditions of the Open Offer. The
Circular will be available on the Company's website after
publication: https://www.genedriveplc.com/ .
The Placing Shares are not being made available to the public
and are only available to Relevant Persons. The Open Offer Shares
will only be available to Qualifying Shareholders.
Set out below in Appendix I is an extract from the draft
Circular that is proposed to be sent to Shareholders in due
course.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing in Appendix II to this Announcement. Further information
relating to the Fundraising and use of proceeds is set out in
Appendix I to this Announcement.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors 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 of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in Appendix II.
Unless otherwise indicated, capitalised terms in this
Announcement have the meaning given to them in the definitions
section included in Appendix III.
The ticker for the Company's ordinary shares is GDR. The
Company's LEI is 213800ZYODIRZ87Y4K14.
Enquiries:
genedrive plc +44 (0) 161 989 0245
David Budd (Chief Executive Officer)
Matthew Fowler (Chief Financial Officer)
Peel Hunt LLP - Nominated Adviser, Joint
Broker and Bookrunner +44 (0) 20 7148 8900
James Steel (Investment Banking)
Jock Maxwell Macdonald / Sohail Akbar
(ECM)
finnCap Ltd - Joint Broker and Bookrunner +44 (0) 20 7220 0563
Geoff Nash / Kate Bannatyne (Corporate
Finance)
Alice Lane / Harriet Ward (ECM)
Walbrook PR - Financial PR & IR Adviser +44 (0) 20 7933 8780
Paul McManus / Anna Dunphy or genedrive@walbrookpr.com
About genedrive plc ( http://www.genedriveplc.com ) genedrive
plc is a molecular diagnostics company developing and
commercialising a low cost, rapid, versatile, simple to use and
robust point of need molecular diagnostics platform for the
diagnosis of infectious diseases and for use in patient
stratification (genotyping), pathogen detection and other
indications. The Company has assays on market for the detection of
HCV and certain military biological targets. The Company released a
high throughput SARS-CoV-2 assay in 2020, and has a point of care
version of the SARS-Cov-2 test in development. Antibiotic Induced
Hearing Loss represents the Company's first targeting of the
Genedrive(R) system into an emergency/urgent care environment.
IMPORTANT NOTICES AND DISCLAIMER
This announcement including its appendices (together, this
"Announcement") and the information contained in it is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States of America, Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction in which publication,
release or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United
States of America, Australia, Canada, Japan or the Republic of
South Africa or any other state or jurisdiction where to do so
would be unlawful. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. This Announcement has not been approved by London
Stock Exchange or by any other securities exchange.
The new Ordinary Shares, have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States of America and
may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States of America absent registration under the
Securities Act, except pursuant to an exemption from 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 of America. The Placing Shares
are being offered and sold by the company outside the United States
of America in offshore transactions as defined in, and pursuant to,
Regulation S under the Securities Act.
This announcement is being directed to persons in the United
Kingdom only in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
This announcement is for information purposes only and is
directed only at persons who are: (1) in Member States of the
European Economic Area, qualified investors as defined in article
2(e) of the Prospectus Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation"); (2) in the United Kingdom, qualified
investors as defined in article 2(e) of Prospectus Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation"), who (A) fall within article 19(5)
("investment professionals") of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (B) fall within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order;
or (3) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"relevant persons"). This announcement and the terms and conditions
set out herein 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 and the terms and
conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
The new Ordinary Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States of America or any
other U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
new Ordinary Shares. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in the United States
of America, Australia, Canada, Japan or the Republic of South
Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States of America, Australia,
Canada, Japan or the Republic of South Africa.
No public offering of securities is being made in the United
Kingdom, the United States of America or any other jurisdiction.
Offers of the new Ordinary Shares will either be made pursuant to
an exemption under the EU Prospectus Regulation and the UK
Prospectus Regulation (as such terms are defined below) from the
requirement to produce a prospectus or otherwise in circumstances
not resulting in an offer of transferable securities to the public
under section 102B of FSMA.
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 the
directors or the Company, or by any of its or their respective
partners, employees, advisers, 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.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended ("UK MAR"), encompassing
information relating to the Placing described above, and is
disclosed in accordance with the Company's obligations under
Article 17 of UK MAR. In addition, 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. This inside information is set out in this Announcement.
Therefore, upon publication of this announcement, those persons
that received such inside information in a market sounding are no
longer in possession of such inside information relating to the
Company and its securities.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority is acting as nominated
adviser and joint bookrunner to the Company and no one else 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 its clients or for providing advice in
relation to the Placing. Peel Hunt's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange and are not owed
to the Company or to any Director or to any other person in respect
of his decision to acquire shares in the Company in reliance on any
part of this Announcement.
finnCap Ltd, which is authorised and regulated by the FCA for
the conduct of regulated activities in the United Kingdom, is
acting as joint bookrunner to the Company and no one else 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 its clients or for providing advice in
relation to the Placing.
Except as required under applicable law, neither Peel Hunt,
finnCap nor any of their directors, officers, partners, members,
employees, advisers, affiliates or agents assume or accept any
responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of Peel Hunt, finnCap or any
of their affiliates in connection with the Company, the new
Ordinary Shares or the Placing. Peel Hunt, finnCap and each of
their directors, officers, partners, members, employees, advisers,
affiliates and agents accordingly disclaim all and any
responsibility and liability whatsoever, 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 Peel
Hunt, FinnCap or any of their directors, officers, partners,
employees, advisers, affiliates or agents as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
The distribution of this Announcement and/or the Placing in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, Peel Hunt, finnCap or any of their respective
affiliates that would, or which is intended to, permit an offering
of the new Ordinary Shares in any jurisdiction or result in the
possession or distribution of this Announcement or any other
offering or publicity material relating to new Ordinary Shares in
any jurisdiction where action for that purpose is required.
This Announcement does not constitute a recommendation
concerning any investor's option with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information.
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 with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
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.
Product Governance Requirements
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 UK domestic
law by virtue of the European Union (Withdrawal) Act 2018, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II, as amended, as it
forms part of UK 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, Peel Hunt and 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.
Forward Looking Statements
This Announcement contains "forward-looking statements" which
include all statements (other than statements of historical facts)
including, without limitation, those regarding the Group's
financial position, business strategy, plans and objectives of
management for future operations, and any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or "similar" expressions or negatives thereof.
Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group
will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules for Companies.
Appendix I - EXTRACTS FROM THE CIRCULAR
LETTER FROM THE CHAIRMAN
1. Background to and reasons for the Fundraising
Background
genedrive is a commercial-stage molecular diagnostics business,
which develops highly accurate molecular diagnostic assays for use
on its Genedrive(R) point-of-need molecular diagnostic gene reader
instrument. The Company has a range of launched and soon to be
launched products in areas of significant unmet need. The Company
has products on market in the areas of pathogen detection which
have been designed in conjunction with the US Department of
Defence, an HCV assay which is positioned to drive revenue growth
once COVID becomes less of a priority in its target markets, and a
high throughput 96 SARS-COV-2 test. The Company sees attractive
short and long term revenue opportunities for its novel AIHL test
for use in neonatal acute care settings which it is due to launch
circa October 2021 and also for the GDR COV POC, a point of care
product with a number of performance differentiating features which
is in the final stages of development and which the Company is also
planning to launch circa October 2021.
In the Company's interim results issued in March 2021, the
Company confirmed that its cash balances at 15 March 2021 were
GBP2.8 million with approximately GBP1.0 million owing on the
R&D tax credit. The cash burn rate at that time was around
GBP0.4 million per month. The Company's unaudited cash positions at
30 June 2021 and 20 August 2021 were GBP2.6 million and GBP1.9
million respectively indicting that the rate of cash burn indicated
in the interim results has broadly been maintained. The Company
therefore estimates that, excluding any net proceeds of the
Fundraising (and on the same revenue assumptions as set out in the
interim results), it has a cash runway of around four months as at
the date of this Announcement.
2. The Company's Assays and Markets
Antibiotic-Induced Hearing Loss ("AIHL")
Ototoxicity from antibiotics is a widely known issue with
specific clinical guidance on genetic mutations and their role in
hearing loss in newborns as a result of antibiotics. Around one in
500 infants carry a genetic mutation that puts them at risk of
suffering lifelong profound hearing loss after exposure to
gentamicin, a commonly used antibiotic. genedrive has developed
what is believes to be the world's first rapid point-of-care
genetic test for neonatal intensive care and the Directors believe
genedrive's test could support a new standard of care for urgent
case infants providing a test result in less than 30 minutes.
NHS clinicians initially approached genedrive to see if the
Company would be able to develop a genetic test to rapidly identify
the genetic mutation in certain newborns. The AIHL test was
developed with GBP0.6 million of funding from The National
Institute of Health Research, and trialled clinically in
partnership with Manchester University NHS Foundation Trust in
2020. genedrive received a CE mark for the test in 2019 which has
demonstrated high clinical accuracy with 100% sensitivity and 100%
specificity. Trials in a number of NHS hospitals were completed in
June 2021 (having experienced some delays due to the pandemic) with
750 babies participating in studies with a peer reviewed
publication expected in the coming months. As announced on 31
August 2021 genedrive has also developed a new Genedrive(R) system
to support the roll out of this test based on feedback received,
with a CE mark for the new system expected to be received in
October 2021. The Directors believe that the AIHL test has the
potential to be written into standards of care in the UK which
would be expected to drive adoption.
On 24 April 2020, genedrive announced that it had entered into a
distribution agreement with Inspiration Healthcare Group plc
("IHC") for the distribution of genedrive's AIHL test in the UK and
Ireland. The Company will also be recruiting its own business
development team of around two to three FTEs to work alongside
IHC's own teams in the UK and Ireland. In addition, genedrive will
also target territory expansion opportunities in the EU and other
specific rest of world markets via a team of up to a further five
FTEs. The US market is considered to have an attractive legal and
clinical landscape for the Group's AIHL assay but any launch there
would require FDA approval. FDA approval and US registration is not
funded by the Placing however, should the Company raise a minimum
of GBP8 million via the Placing and the Open Offer, the Company's
intention would be to accelerate the commencement of US studies,
and expects that GBP2 million would be the total cost for the FDA
submission and approval process.
The Company is targeting an assay price of around GBP60 for the
UK NHS market and is initially targeting three to five sites for
the launch (study centres and close supporters). genedrive is
expecting to achieve first sales in the UK in Autumn 2021. The
Company also has an EU pilot site identified. Based on
extrapolating population sizes and birth rate, the Company
estimates that there are 180 sites it could target in the UK and a
further 1,000 in Europe with around 100,000 and 550,000 infant
intensive care admissions per annum in these regions
respectively.
The Company estimates that the total addressable UK market is up
to GBP5 million per annum with Europe potentially another GBP30
million per annum. The Directors believe that the UK and Europe
presents an attractive market opportunity for the Company to
target. The Company expects to pursue a direct distributor model
alongside some investment in its own business development
activities including a direct selling and support team of less than
eight people which will be complimentary to IHC and help drive
initial adoption.
In terms of the US opportunity, that market is estimated to have
900 sites and 500,000 infant intensive care admissions per annum
and a market opportunity in excess of GBP20 million per annum.
Genedrive(R) COV19 ID Kit (GDR COV POC)
Despite vaccination programmes much of the world remains
unvaccinated, and vaccination thresholds are well below herd
immunity requirements in many parts of the world owing to vaccine
hesitancy, duration of vaccine protection, and uneven vaccine
roll-outs. Population lateral flow testing has not been widely
adopted globally. While easy to use, lateral flow tests can have a
low sensitivity in finding positive cases. Public Health England's
evaluation of the Innova test showed that its sensitivity was 79.2%
when used by trained laboratory scientists, 73% when used by
trained healthcare staff, but only 57.5% when used by self-trained
members of the public. Further, in relation to asymptomatic
patients who the Directors believe generally have a viral load
peak, on average, lower than the viral load peak of people with
symptoms, the Directors believe that any test with a relatively low
level of sensitivity could struggle to pick up asymptomatic
infections on an "intolerable" number of occasions.
The Board of genedrive therefore believe there is a significant
market opportunity for the GDR COV POC, which is a closed platform
single patient point-of-care test that will run on the Genedrive(R)
instrument. As noted in the announcement issued on 1 July 2021, the
Genedrive(R) COV19-ID Kit detects the presence of SARS-CoV-2 virus
in a nasal swab. The product has been designed to provide an ease
of use appropriate for people inexperienced in molecular testing.
Positive samples are detected as quickly as 10 minutes, with a
negative result reported after 20 minutes if no signal is
detected.
In contrast to some competitor products, the test targets two
genes of the SARS-CoV-2 genome, and is shown to be inclusive of all
current Variants of Concern (VoCs), including the Delta variant.
The intent of a two-gene design is to provide additional robustness
to new emerging VoCs in the future. The sensitivity and specificity
of the test during design verification (30 positive and 30 negative
contrived clinical samples) was 100%.
The testing procedure for GDR COV POC does not require
extraction of the virus from the patient's sample. The Company has
developed a proprietary lysis buffer that is used to resuspend
patient swab material. The simple, 4-step workflow uses an
'eye-dropper' liquid transfer process familiar from lateral flow
testing and makes the system appropriate for use by those without
previous molecular experience and has a very similar workflow to
lateral flow testing.
The Company anticipates the GDR COV POC will fulfil requirements
of multiple markets, including confirmatory tests following a
lateral flow, testing required for many travel destinations, and
occupational health tests in the return to work. All of these areas
would benefit from the rapid results potentially offered by the GDR
COV POC.
Full clinical validation on patient specimens is required for
regulatory registration and/or other emergency listings. The
Company is optimistic that this can be completed successfully and
is targeting CE marking in October 2021, with prospective patient
sample collection already underway. The Company is targeting
initial product launch in Europe, through the use of commercial
partners focused on service provision, rather than end users.
The Company believes that notwithstanding widely available lab
based PCR, the Genedrive(R) COV19-ID Kit will be well placed to
build an attractive market presence across a number of end markets
where speed to result and its point of care nature will be key
attributes. The Company expects demand will emerge in areas like
urgent need to travel, work places with risk of transmission is
high (e.g. care homes), elite sports, cruise ships and emergency
care. genedrive believes it can achieve a transfer price of
GBP20-30 per test and around GBP2,000 for the units.
The competitive landscape for Point of Care Covid 19 molecular
products is varied, with UK and International companies releasing
or developing products with a range of use cases. The sensitivity
and specificity of molecular tests is generally superior to lateral
flow antigen tests, and as such their use cases and price points
are different. Molecular test offerings include large diagnostic
companies such as Abbott, Roche and Thermo Fisher, through to a
selection of UK private and quoted companies such as DNANudge and
Novacyt. While specific performance features may be favoured in one
application vs another, the Directors believe that the GDR COV
POC's rapid time to result of 10-20 minutes, the multigene
configuration of the test's formulation, temperature stable
reagents, and an ease of workflow akin to lateral flow presents a
competitive advantage.
Genedrive (R) 96 SARS CoV-2 Kit
genedrive additionally has the Genedrive(R) 96-SARS-CoV-2 Kit on
market, which is an open platform laboratory based test,
independent from the Company's core Genedrive(R) device. The
Genedrive(R) 96-SARS-CoV-2 is a one-step "ready to go" polymerase
chain reaction (PCR) test. It is a high volume laboratory assay
compatible with multiple third party platforms. The Genedrive(R) 96
SARS-CoV2-Kit is a final format test, meaning that it only requires
the addition of patient sample, and no other user preparation is
required. The test can be transported globally without the need for
refrigeration, allowing product distribution and use in a variety
of different environments.
The initial product was CE marked in May 2020, developed in
partnership with Cytiva using proprietary manufacturing processes,
with excellent performance data shown in independent studies on
3(rd) party machines. The Company sought emergency use
authorisation ("EUA") approval in the USA in summer 2020. However,
with a large number of applications, approval is yet to be granted.
As time has passed while waiting for approval, many labs have
established testing processes making it difficult to convert to an
unapproved Genedrive(R) test.
The Company has a distribution agreement with Beckman in the USA
and EU however the lack of EUA has proven to be an unsurmountable
hurdle in the primary market, and levels of PCR testing have been
declining in many key markets. genedrive also has distributors for
the product in Africa, India and Asia. Total sales to 30 June 2021
were GBP0.3 million. The Company is aware that vaccine roll-out is
reducing testing requirements of central labs especially in the US,
but notes small pockets of demand still exist across various
geographies, and screening opportunities may present over time.
Finally, the European Ministry of Health opportunity potentially
for low double digit millions of pounds sterling (which the Company
first announced in November 2020) is considered to be increasingly
less likely as time progresses, but still remains a live prospect
as far as the Company is aware.
US Department of Defense ("DoD")
genedrive was contracted by the United States Department of
Defense (DoD) to develop Genedrive(R) as a portable bio-warfare
testing system. The development contract has been worth
approximately $10.0 million to date and has included approximately
185 Genedrive(R) unit sales since 2014. The contract has now moved
onto a conventional commercial phase, which sees the DoD purchasing
the assays that have been developed.
In March 2021 genedrive appointed Mountain Horse Solutions
("MHS") as a distributor in the US, to drive commercial
opportunities and promote the capabilities of Genedrive(R). MHS are
specialists with existing procurement contracts to expedite US DoD
procurement, and their leads and interactions are now needed
following completion of the development phase. There is opportunity
for approximately 500 fielding units over 3 years. The initial
opportunity from March 2020 has been delayed owing to Covid-19 and
is now around 18 months overdue, but genedrive expects clarity on
this opportunity within the next 9 months.
Genedrive (R) HCV-ID Assay
According to a 2015 WHO report, an estimated 70 million people
worldwide are infected with HCV and there are 1.75 million new HCV
infections annually. HCV primarily affects the liver and over many
years infection often leads to liver disease, cirrhosis, liver
failure or cancer. New 'curative' Direct Acting Antiviral (DAA)
treatments for HCV are now becoming available at an affordable
price in many target countries but molecular diagnostics need to be
widely available prior to treatment to help identify the millions
of patients that will benefit from DAAs.
genedrive is the first to market a qualitative point-of-need
molecular test. In independent field testing, the Genedrive(R)
HCV-ID assay was shown to have sensitivity and specificity of 100%
versus the laboratory standard. genedrive has distribution
agreements in place with Sysmex in Africa, however the Company has
also now contracted with country specific distributors, which the
Directors believe will assist with reducing margin erosion and
lower market pricing.
The impacts of Covid-19 on health care are still affecting
priorities, making it difficult to quantify the potential of the
HCV-ID assay, however the Directors believe there are pockets of
opportunities.
The Company achieved pre-qualification ("WHO-PQ") for the
Genedrive HCV tests in May 2020. At the time of the PQ award, the
WHO noted in its public release that there were "technical
difficulties with verification of the limit of detection ("LoD") of
the assay, this assessment will be repeated at the National
Serology Reference Laboratory (NRL), Melbourne, Australia, using a
plasma-based secondary standard. Due to the current context with
the Covid-19 pandemic, verification of the LoD will be considered
as a commitment to maintain prequalification status." This
technical difficulty in assessment is still unresolved following
testing at NRL, and the Company is in discussions with the WHO on
if and how the assessment criteria will impact the WHO PQ status.
It is favourable to have WHO PQ status to conduct business in
countries that look to the WHO for procurement standards.
4. Future News Flow
Prior to the end of calendar year 2021 (assuming the Fundraise
is completed) the Company is expecting to launch the AIHL assay in
the UK across three - five adopter sites, announce clinical test
data for the GDR COV POC and attain a CE mark and commence initial
sales via partners.
In the first half of calendar 2022 (assuming the Fundraise is
completed) the Company expects to launch the AIHL test in the EU,
will provide updates on sales for GDR COV POC and also expects
resolution of the historical sale opportunities currently open with
the US DoD. Finally, the Company may (depending on the level of
funds received pursuant to the Fundraise) commence the processes
needed for US studies for the AIHL test with the aim of entering
the US market in due course.
5. Current Trading
The Company issued its interim results on 25 March 2021.
Unaudited revenues to 30 June 2021 are GBP0.7 million split roughly
equally between the DoD and the Genedrive(R) 96-SARS-CoV-2 test.
The estimated loss for the year is GBP0.8 million after a tax
credit of GBP1.2 million and finance income of GBP3.5 million as a
result of a gain on the conversion of loan notes.
The Company's unaudited cash positions at 30 June 2021 and 20
August 2021 were GBP2.6 million and GBP1.9 million respectively
indicating that the rate of cash burn indicated in the interim
results issued on 25 March 2021 has broadly been maintained. The
Company therefore estimates that, excluding any net proceeds of the
Fundraising (and on the same revenue assumptions as set out in the
interim results), it has a cash runway of around four months as at
the date of this Announcement.
The Company's annual net cost base (after receipt of qualifying
R&D tax credits) is currently around GBP5 million. Post
completion of the Fundraise the Company is expecting its annual
cost base to increase by between 10% and 15% to support its direct
sales approach for the AIHL assay and the planned rollout of the
GDR COV POC.
6. Details of the Placing and Open Offer
The net proceeds of the Placing alongside the Company's existing
cash are intended to be directed towards the following areas of the
Company's operations:
35% of the Group's financial resources are expected to go
towards funding the rapid development of the GDR COV POC. The
system is expected to receive a CE mark in October 2021. In
addition, the Company intends to develop a second generation of the
GDR COV POC which is expected to include the bead format utilised
in the Genedrive(R) 96-SARS-CoV-2 Kit and wants to also include
functionality improvements such as the ability to utilise saliva as
a sample. Finally, the Group expects to undertake some initial
activities to prepare for potential FDA studies for the GDR COV POC
however additional funding is required to properly initiate and
complete such studies.
15% of the Group's financial resources are expected to go
towards supporting the commercial roll out of the AIHL text
including new business development and support teams as set out in
paragraph 2 above.
50% of the Group's financial resources are expected to go
towards additional product development, commercialisation efforts
and general corporate costs until the AIHL test and GDR COV POC are
capable to support the Group's overheads. Product development is
going to focus on some early pipeline opportunities. There is some
moderate investment required to build additional freeze drying
capabilities and reduce development timelines on product
enhancements, as well as attaining dual supply of the Genedrive(R)
instrument via targeting on-shoring solution in addition to the
current offshore supplier.
The proceeds of the Placing (before expenses) are expected to
raise up to GBP6.0 million. The Open Offer is being made for up to
18,091,442 Open Offer Shares at the Issue Price on the basis of 2
Open Offer Shares for every 7 Ordinary Shares held by Qualifying
Shareholders at the Record Date, to raise up to approximately
GBP4.5 million before expenses. Shareholders subscribing for their
full entitlement under the Open Offer may also apply for additional
Open Offer Shares under the Excess Application Facility, up to the
total number of Open Offer Shares available to Qualifying
Shareholders under the Open Offer.
The Directors have given careful consideration to the structure
of the Fundraising and concluded that the Placing together with the
Open Offer was the most suitable option available to the Company
and its Shareholders at this time.
All of the Company's Directors intend to participate in the
Fundraising either via the Placing or the Open Offer. The GBP
sterling amount they each intend to subscribe for is as follows:
David Budd - GBP20,000, Matthew Fowler - GBP10,000, Ian Gilham
GBP10,000, Tom Lindsay - GBP15,000 and Chris Yates - GBP5,000.
Principal Terms of the Placing
Peel Hunt and finnCap, as agents for the Company, have severally
agreed to use their respective reasonable endeavours to procure
Placees by way of an accelerated bookbuild process on the terms of
the Placing and Open Agreement. Placees are required to subscribe
for the Placing Shares on the basis of the Terms and Conditions of
the Placing set out in the Appendix to this Announcement. Neither
the Placing nor the Open Offer is being underwritten.
The issue of the Placing Shares is intended to raise GBP 6.0
million (before expenses). If the Open Offer is taken up in full,
the Company would raise a further approximately GBP4.5 million
(before expenses) by the issue of the Open Offer Shares. It is
expected that the proceeds of the Placing, and Open Offer will be
received by the Company in early October.
Under the Placing and Open Offer Agreement, the Company has
agreed to pay to Peel Hunt and finnCap commission based on the
aggregate value of the New Ordinary Shares placed at the Placing
Price and the costs and expenses incurred in relation to the
Placing and Open Offer together with any applicable VAT.
No commissions will be paid to Placees or by Placees in respect
of any New Ordinary Shares.
Conditionality
The Placing and Open Offer are conditional upon the Placing and
Open Offer Agreement becoming unconditional and not having been
terminated in accordance with its terms. The Placing and Open Offer
Agreement is conditional, amongst other things, upon the
following:
-- the passing, without amendment, of the Resolutions at the General Meeting;
-- none of the warranties contained in the Placing and Open
Offer Agreement, in the opinion of the Bookrunners (acting jointly
and in good faith), being untrue or inaccurate or misleading at the
date of the Placing and Open Offer Agreement or becoming untrue or
inaccurate or misleading at any time between such date and
Admission by reference to the facts and circumstances from time to
time subsisting;
-- the Company having complied with all of its obligations under
the Placing and Open Offer Agreement which fall to be performed or
satisfied on or prior to Admission; and
-- Admission occurring by no later than 8.00 a.m. on 1 October
2021 (or such later time and/or date as may be agreed between the
Company and Peel Hunt and finnCap), being no later than 8.00 a.m.
on 22 October 2021 .
If the conditions set out above are not satisfied or waived
(where capable of waiver), the Fundraising will lapse and the New
Ordinary Shares will not be allotted and issued and no monies will
be received by the Company from investors in respect of the New
Ordinary Shares.
Effect of the Placing
The New Ordinary Shares will, following Admission, rank pari
passu in all respects with the Existing Ordinary Shares in issue at
the date of this Announcement and will carry the right to receive
all dividends and distributions declared, made or paid on or in
respect of the Ordinary Shares after Admission.
The issue of the Placing Shares, upon completion of the Placing
pursuant to the terms of the Placing and Open Offer Agreement, are
expected to represent approximately 27.5 per cent. of the Enlarged
Share Capital assuming no take up under the Open Offer and 22.8 per
cent. of the Enlarged Share Capital assuming full take up under the
Open Offer.
7. The Placing and Open Offer Agreement
Pursuant to the terms of the Placing and Open Offer Agreement,
Peel Hunt and finnCap, as agents for the Company, have agreed to
use their respective reasonable endeavours to procure Placees to
take up the Placing Shares on the terms and subject to the
conditions set out therein, at the Placing Price. The Placing and
Open Offer Agreement is conditional upon, amongst other things, the
conditions set out above.
The Placing and Open Offer Agreement contains customary
warranties given by the Company in favour of Peel Hunt and finnCap
in relation to, amongst other things, the accuracy of the
information in this Announcement and other matters relating to the
Group and its business. In addition, the Company has agreed to
indemnify Peel Hunt (and its affiliates) and finnCap in relation to
certain liabilities which they may incur in respect of the
Placing.
Peel Hunt and finnCap each have the right to terminate their
obligations under the Placing and Open Offer Agreement in certain
circumstances prior to Admission. In particular, in the event of
breach of the warranties or a material adverse change or if the
Placing and Open Offer Agreement does not become unconditional
where both Peel Hunt and finnCap terminate their obligations under
the Placing and Open Offer Agreement, the Placing and Open Offer
Agreement will cease and terminate.
8. EIS/VCT
The following information is based upon the laws and practice
currently in force in the UK and may not apply to persons who do
not hold Ordinary Shares as investments.
The Company has recently received advanced assurance from HMRC
that the Ordinary Shares in the Company represent a qualifying
investment for a VCT and are capable of qualifying for EIS tax
reliefs. Accordingly, the New Ordinary Shares will rank as
"eligible shares" and will be capable of being a "qualifying
holding" for the purposes of investment by VCTs and that the
Company can, subject to the Company's submission of the EIS1 form
in due course and the relevant investor's own circumstances, issue
EIS 3 "compliance certificates" for the purposes of EIS.
Shareholders and investors who are in any doubt as to their tax
position or who are subject to tax in jurisdictions other than the
UK are strongly advised to consult their own independent financial
adviser immediately.
The information below is intended only as a general guide to the
current tax position under UK taxation law and is not intended to
be exhaustive. Shareholders and investors who are in any doubt as
to their tax position or who are subject to a tax jurisdiction,
other than the UK, are strongly advised to consult their
professional advisers. The Company has received advance assurance
from HMRC that it qualifies as a knowledge intensive company, and
knowledge intensive companies can raise up to GBP10 million under
the combined VCT, EIS, SEIS, social investment tax relief or any
other state aid risk capital investment in any 12 month period.
EIS
The Company intends to operate so that it qualifies for the
taxation advantages offered under EIS. The main advantages are as
follows:
-- Qualifying individuals can claim a tax credit reduction of
30% of the amount subscribed for EIS shares in the Company, to be
set against their UK income tax liability in the tax year in which
the EIS investment is made, provided they have a sufficient tax
liability to claim this amount, thus reducing the effective cost of
their investment to 70 pence for each GBP1 invested. Relief is
restricted to an amount which reduces the individual's income tax
liability for the year to nil. However, there is an EIS
subscription limit of GBP1 million in EIS subscriptions in each tax
year, or GBP2 million in each tax year providing at least GBP1
million is invested into shares in a company which qualifies as a
knowledge intensive company, and, to retain the relief, the EIS
Shares must be held for at least three years.
-- UK investors (individuals or certain trustees) may, in
certain circumstances, defer a chargeable gain by investing the
amount of the gain in the Company. There is no limit to the level
of investment for this purpose and, therefore, to the amount of
gain which may be deferred in this way. Note that the deferred gain
will come back into charge when the EIS Shares are disposed of or
if the Company ceases to qualify as an EIS company within the three
year qualifying period.
-- Broadly, there is no tax on capital gains made upon disposal
after the three year period (the "Qualifying Period") of shares in
an EIS qualifying company on which income tax relief has been given
and not withdrawn.
-- If a loss is made on disposal of the EIS Shares at any time,
the amount of the loss (after allowing for any income tax relief
initially obtained) can be set off against either the individual's
gains for the tax year in which the disposal occurs, or, if not so
used, against capital gains of a subsequent tax year, or against
the individual's net income of the tax year of the disposal or of
the previous tax year.
-- Provided a Shareholder has owned EIS Shares for at least two
years and certain conditions are met at the relevant time, up to
100% business property relief will be available, which reduces the
inheritance tax liability on the EIS Shares to nil upon the death
of the Shareholder.
-- The amount of relief an investor may gain from an EIS
investment in the Company will depend on the investor's individual
circumstances.
Qualifying Period
In order to retain certain of the EIS reliefs, an investor must
hold their shares for at least three years. A sale or other
disposal (other than an inter-spousal gift or a transfer on death)
will result in any income tax relief that has been claimed being
clawed back by HMRC. Additionally, any capital gains deferred will
come back into charge and the capital gains tax exemption will be
lost. It is the investor's responsibility to disclose a disposal to
HMRC.
An individual can only be eligible for EIS relief on the
subscription of shares if the shares held by that investor are
risk-based shares (that is, shares for which an EIS 3 compliance
statement has been or will be issued).
Additionally, if the Company ceases to meet certain qualifying
conditions within three years from the date of the share issue,
certain tax reliefs will be lost. This will be shown as the
"Termination Date" on the EIS3 certificate which the Company will
issue to investors following formal EIS approval of the share issue
by HMRC.
Advance Assurance of EIS Status
In order for investors to claim EIS reliefs relating to their
shares in the Company, the Company has to meet a number of rules
regarding the kind of company it is, including: the kind of shares
it issues, the amount of money it can raise, how and when that
money must be employed for the purposes of the trade, and the
trading activities carried on. The Company must satisfy HMRC that
it meets these requirements and is therefore a qualifying company.
Although the Company currently expects to satisfy the relevant
conditions for EIS investment, neither the Directors nor the
Company gives any warranty or undertaking that relief will be
available in respect of any investment in the EIS Shares.
VCT
The status of the New Ordinary Shares as a qualifying holding
for VCTs will be conditional, inter alia, upon the Company
continuing to satisfy the relevant requirements.
Although the Company currently expects to satisfy the relevant
conditions for VCT investment, neither the Directors nor the
Company gives any warranty or undertaking that an investment in New
Ordinary Shares by a VCT will be a qualifying holding.
As the rules governing EIS and VCT reliefs are complex and
interrelated with other legislation, if Shareholders and investors
are in any doubt as to their tax position, require more detailed
information than the general outline above, or are subject to tax
in a jurisdiction other than the United Kingdom, they should
consult their professional adviser.
9) General Meeting
The Directors do not currently have authority to allot all of
the New Ordinary Shares and, accordingly, the Board is seeking the
approval of Shareholders, at the General Meeting, to allot the New
Ordinary Shares. A circular will be posted to shareholders in
connection with the General Meeting in due course.
The General Meeting is being held inter alia for the purpose of
considering and, if thought fit, passing the Resolutions in order
to approve the authorities required to allot and issue the New
Ordinary Shares.
Shareholders are reminded that the Fundraising is conditional,
inter alia, on the passing of the Resolutions to be proposed at the
General Meeting. Should the Resolutions not be passed, the
Fundraising will not proceed and any associated monies in respect
of the New Ordinary Shares will be returned to investors.
If the Resolutions are not passed at the General Meeting, the
Fundraising will not take place and the proceeds of the Fundraising
will not be received by the Company. Should that situation arise
the Company only has around four months of working capital and
therefore the Directors would need to explore alternative forms of
funding for its operations which may not be available at all or, if
available, may be on commercially unacceptable terms and could lead
to more substantial dilution for Shareholders than would be the
case under the proposed Placing and Open Offer.
11) Recommendation
The Directors consider that the Fundraising and the passing of
the Resolutions are in the best interests of the Company and its
Shareholders as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of all of the
Resolutions, as they intend to do in respect of their beneficial
holdings of an aggregate of 1,059,862 Existing Ordinary Shares,
representing approximately 1.7 per cent. of the Existing Ordinary
Shares.
APPIX II - TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) IS DIRECTED ONLY AT: (A) PERSONS IN
THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA") WHO, ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) NO 2017/1129, AS AMED FROM TIME TO
TIME AND AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018) (THE "EUWA") (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMED) (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(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 THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US
Securities Act") or under any 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, in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
the securities mentioned herein in the United States.
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from the
United States, Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such release, publication
or distribution would be unlawful.
Each Placee should consult with its own advisers as to legal,
tax, business and related aspects of a purchase of New Ordinary
Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the New Ordinary Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
New Ordinary Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such New Ordinary Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction in which the same would be unlawful. No
public offering of the New Ordinary Shares is being made in any
such jurisdiction.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the New Ordinary Shares and the New Ordinary Shares
have not been, nor will they be registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the New Ordinary Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
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 Notice" section of this Announcement.
By participating in the Bookbuild and/or the Placing, each
Placee will be deemed to have read and understood this Announcement
in its entirety, to be participating, making an offer and acquiring
New Ordinary Shares on the terms and conditions contained herein
and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
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 New Ordinary Shares that are
allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
or the United Kingdom (each, a "Relevant Member State") who
acquires any New Ordinary Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) in the case of any New Ordinary Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the New Ordinary 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 any Relevant Member
State other than Qualified Investors or in circumstances in which
the prior consent of the Joint Bookrunners has been given to the
offer or resale;
(ii) where New Ordinary Shares have been acquired by it on
behalf of persons in any Relevant Member State other than Qualified
Investors, the offer of those New Ordinary Shares to it is not
treated under the Prospectus Directive as having been made to such
persons;
3. it is acquiring the New Ordinary Shares for its own account
or is acquiring the New Ordinary Shares for an account with respect
to which it has authority to exercise, and is exercising,
investment discretion and has the authority to make and does make
the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 4 above) is located outside the United States and is
acquiring the New Ordinary Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the US
Securities Act ("Regulation S"); and
6. it has not offered, sold or delivered and will not offer to
sell or deliver any of the New Ordinary Shares to persons within
the United States, directly or indirectly; neither it, its
affiliates, nor any persons acting on its behalf, have engaged or
will engage in any directed selling efforts (as defined in
Regulation S) with respect to the New Ordinary Shares; and it is
not taking up the New Ordinary Shares for resale in or into the
United States.
No prospectus
The New Ordinary Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the New Ordinary Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company,
the New Ordinary Shares and the Placing based on the information
contained in this Announcement, the announcement of the pricing of
the Placing (the "Placing Results Announcement") (together, the
"Placing Documents") and any other information publicly announced
through a regulatory information service ("RIS") by or on behalf of
the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set forth in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty, or statement made by or on behalf of the
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or
shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement. 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. No Placee should consider
any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax adviser
and business adviser for legal, tax and business advice regarding
an investment in the New Ordinary Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing and Open Offer Agreement and the New
Ordinary Shares
The Joint Bookrunners are acting as joint bookrunners in
connection with the Placing and have today entered into the Placing
and Open Offer Agreement with the Company under which, on the terms
and subject to the conditions set out in the Placing and Open Offer
Agreement, the Joint Bookrunners, as agents for and on behalf of
the Company, have severally (and not jointly or jointly and
severally) agreed to use their respective reasonable endeavours to
procure placees for up to 24,000,000 New Ordinary Shares (the
"Placing Shares").
The final number of Placing Shares will be set out in a share
placing supplement agreed between the Joint Bookrunners and the
Company following the Bookbuild (the "Placing Supplement"). The
price payable by Placees will be 25 pence per New Ordinary Share
(the "Issue Price").
The Company will also conduct an open offer of up to 18,091,442
New Ordinary Shares (the "Open Offer Shares") (together with the
Placing Shares, the "New Ordinary Shares") to Qualifying
Shareholders at the Issue Price. Neither the Placing nor the Open
Offer are being underwritten by the Joint Bookrunners.
The New Ordinary Shares will, when issued, be credited as fully
paid up and will be issued subject to the Company's articles of
association and 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 on or in respect of the
Ordinary Shares after the date of issue of the New Ordinary Shares,
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for the admission of the New Ordinary
Shares to trading on AIM ("Admission").
It is expected that Admission of the New Ordinary Shares will
occur at or before 8.00 a.m. (London time) on 1 October 2021 (or
such later time and/or date as the Joint Bookrunners may agree with
the Company being no later than 8.00 a.m. on 22 October 2021) and
that dealings in the New Ordinary Shares will commence at that
time.
Bookbuild
The Joint Bookrunners will today commence the accelerated
bookbuilding process to determine demand for Placing Shares by
Placees (the "Bookbuild"). This Announcement 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 New Ordinary Shares.
The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their
absolute discretion following consultation with the Company,
determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, or jointly and severally, as bookrunners and
placing agents of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by either of the Joint Bookrunners. Each of the
Joint Bookrunners may itself agree to be a Placee in respect of all
or some of the Placing Shares or may nominate any member of its
group to do so.
2. The number of Placing Shares will be agreed by the Joint
Bookrunners (in consultation with the Company) following completion
of the Bookbuild. Subject to the execution of the Placing
Supplement, the number of Placing Shares to be issued will be
announced on an RIS following the completion of the Bookbuild via
the Placing Results Announcement.
3. Allocations of the Placing Shares will be determined by the
Joint Bookrunners after consultation with the Company (the proposed
allocations having been supplied by the Joint Bookrunners to the
Company in advance of such consultation). Subject to the execution
of the Placing Supplement, allocations in respect of Placing Shares
will be confirmed orally by the Joint Bookrunners and a contract
note will be despatched as soon as possible thereafter. A Joint
Bookrunner's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee), in favour of the Joint Bookrunners
and the Company, to acquire the number of Placing Shares allocated
to it and to pay the Issue Price in respect of such shares on the
terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. Except with the
relevant Joint Bookrunner's consent, such commitment will not be
capable of variation or revocation after the time at which it is
submitted.
4. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by the relevant Joint
Bookrunner. The terms of this Appendix will be deemed incorporated
in that contract note.
5. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all New
Ordinary 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".
6. All obligations under the Bookbuild and/or the Placing will
be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing and Open Offer
Agreement".
7. 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 be capable
of rescission or termination by the Placee.
8. To the fullest extent permissible by law, neither the Joint
Bookrunners, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including, to the
extent permissible by law, any fiduciary duties) in respect of the
Joint Bookrunners' conduct of the Placing or of such alternative
method of effecting the Placing as the Joint Bookrunners and the
Company may determine.
9. The New Ordinary Shares will be issued subject to the terms
and conditions of this Announcement and each Placee's commitment to
subscribe for New Ordinary Shares on the terms set out herein 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 consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
10. All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing and Open Offer
Agreement becoming unconditional and not having been terminated in
accordance with its terms. The Joint Bookrunners' obligations under
the Placing and Open Offer Agreement are conditional on customary
conditions including (amongst others) (the "Conditions"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m. (London time) on
1 October 2021 (or such later time and/or date, not being later
than 8.00 a.m. (London time) on 22 October 2021 as the Joint
Bookrunners may otherwise agree with the Company) (the "Closing
Date");
3. none of the warranties contained in the Placing and Open
Offer Agreement, in the opinion of the Joint Bookrunners (acting
jointly and in good faith), being untrue or inaccurate or
misleading at the date of the Placing and Open Offer Agreement or
becoming untrue or inaccurate or misleading at any time between
such date and Admission by reference to the facts and circumstances
from time to time subsisting;
4. the Company having complied with all of its obligations under
the Placing and Open Offer Agreement which fall to be performed or
satisfied on or prior to Admission;
5. the execution and delivery of the Placing Supplement; and
6. in the good faith opinion of the Joint Bookrunners (acting
jointly and in good faith), there having been no material adverse
change in, or any development involving a prospective material
adverse change in, or affecting, the condition (financial,
operational, legal or otherwise) or the earnings, management,
business affairs, solvency, credit rating or prospects of the
Company, or of the Group taken as a whole, whether or not arising
in the ordinary course of business ("Material Adverse Change").
The Joint Bookrunners (if they both agree) may, at their
discretion and upon such terms as they think fit, waive compliance
by the Company with the whole or any part of certain of the
Company's obligations in relation to the Conditions or extend the
time or date provided for fulfilment of certain such Conditions in
respect of all or any part of the performance thereof. The
conditions in the Placing and Open Offer Agreement relating to
(amongst other things) Admission taking place may not be waived.
Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Joint Bookrunners by the relevant time or
date specified (or such later time or date as the Company and the
Joint Bookrunners may agree); or (ii) the Placing and Open Offer
Agreement is terminated in the circumstances specified below under
"Right to terminate under the Placing and Open Offer Agreement",
the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the New Ordinary Shares shall
cease and terminate at such time and each Placee agrees that no
claim can be made by it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.
None of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
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 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, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Right to terminate under the Placing and Open Offer
Agreement
Each of the Joint Bookrunners is entitled, at any time before
Admission, to terminate its obligations under the Placing and Open
Offer Agreement in accordance with its terms in certain
circumstances, including (amongst other things):
1. where there has been a breach by the Company of any of its
material obligations contained in the Placing and Open Offer
Agreement;
2. it comes to the knowledge of either Joint Bookrunner that any
of the warranties contained in the Placing and Open Offer Agreement
either was untrue, inaccurate or misleading when made and/or would
be if such warranties were deemed to be repeated at any time before
Admission by reference to the facts and circumstances then
subsisting, which is material in the context of the Placing;
3. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing and Open Offer Agreement and have not been
waived if capable of being waived by the Joint Bookrunners;
4. in the good faith opinion of the Joint Bookrunners (acting
jointly and in good faith), there has been a Material Adverse
Change; or
5. the occurrence of certain force majeure events.
Upon termination, such terminating Joint Bookrunner 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 and Open Offer Agreement, subject
to certain exceptions. If both Joint Bookrunners terminate their
obligations under the Placing and Open Offer Agreement, then the
Placing and Open Offer Agreement shall cease and terminate and the
Placing will not proceed.
By participating in the Placing, each Placee agrees that (i) the
exercise by either of the Joint Bookrunners of any right of
termination or of any other discretion under the Placing and Open
Offer Agreement shall be within the absolute discretion of such
Joint Bookrunner and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate
under the Placing and Open Offer Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission
or termination by it after oral confirmation by the Joint
Bookrunners of the allocation and commitments following the close
of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing and Open Offer Agreement and 12
months after Admission, it will not offer, issue, sell or otherwise
dispose of (or announce an intention of doing so) any shares of the
Company, or any securities convertible into or exchangeable for or
carrying rights to acquire other shares of the Company, whether
settled in cash or otherwise, without prior consent from the Joint
Bookrunners. However, this undertaking shall not prevent or
restrict the grant of options under, or the allotment and issue of
shares pursuant to options under, any existing employee share
schemes of the Company (in accordance with its normal practice). By
participating in the Placing, Placees agree that the exercise by
any Joint Bookrunner of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up provisions under the Placing and Open
Offer Agreement shall be within the absolute discretion of that
Joint Bookrunner and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and Settlement
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00B1VKB244) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Joint Bookrunners reserve the
right to require settlement for, and delivery of, the New Ordinary
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated New Ordinary Shares in the Placing will be sent a
contract note in accordance with the standing arrangements in place
with the relevant Joint Bookrunner stating the number of New
Ordinary Shares allocated to them at the Issue Price, the aggregate
amount owed by such Placee to the Joint Bookrunner and settlement
instructions. 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 in respect of the New Ordinary Shares that it has in
place with the relevant Joint Bookrunner.
The Company will deliver the New Ordinary Shares to a CREST
account operated by the relevant Joint Bookrunner as agent for the
Company and the relevant Joint Bookrunner will enter its delivery
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant New Ordinary Shares to that Placee against
payment.
It is expected that settlement in respect of the New Ordinary
Shares will take place on 1 October 2021 on a delivery versus
payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Joint Bookrunner may sell any or
all of the New Ordinary Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for the Joint
Bookrunners' 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 will be required to bear any stamp
duty or stamp duty reserve tax or other taxes or duties (together
with any interest or penalties) imposed in any jurisdiction which
may arise upon the sale of such New Ordinary Shares on such
Placee's behalf.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as New Ordinary Shares are issued 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 New Ordinary Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (including any interest and penalties relating thereto) is
payable in respect of the allocation, allotment, issue, sale,
transfer or delivery of the New Ordinary Shares (or, for the
avoidance of doubt, if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer New Ordinary Shares), none of the Joint Bookrunners nor
the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Bookrunners (in their capacity as bookrunners and
placing agents of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application
for New Ordinary Shares, the following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for New Ordinary Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and 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 the
Placing, the Company, the New Ordinary Shares or otherwise other
than the information contained in the Placing Documents and the
Publicly Available Information;
2. 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
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. the person whom it specifies for registration as holder of
the New Ordinary Shares will be (a) itself or (b) its nominee, as
the case may be. None of the Joint Bookrunners nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto)
("Indemnified Taxes"). Each Placee and any person acting on behalf
of such Placee agrees to indemnify the Company and the Joint
Bookrunners on an after-tax basis in respect of any Indemnified
Taxes;
4. neither the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person (other than the
relevant Joint Bookrunner) in connection with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. 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 the Joint Bookrunners;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and it
represents that it has not redistributed, forwarded, transferred,
duplicated, or otherwise transmitted any such materials to any
person;
No prospectus
8. no prospectus or other offering document is required under
the Prospectus Directive, nor will one be prepared in connection
with the Bookbuild, the Placing or the New Ordinary Shares and it
has not received and will not receive a prospectus or other
offering document in connection with the Bookbuild, the Placing or
the New Ordinary Shares;
Purchases by Joint Bookrunners for their own account
9. in connection with the Placing, the Joint Bookrunners and any
of their affiliates acting as an investor for its own account may
subscribe for New Ordinary Shares in the Company and in that
capacity may retain, purchase or sell for its own account such New
Ordinary Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the New Ordinary
Shares being issued, offered or placed should be read as including
any issue, offering or placement of such shares in the Company to
each of the Joint Bookrunners or any of their affiliates acting in
such capacity;
10. each of the Joint Bookrunners and their affiliates may enter
into financing arrangements and swaps with investors in connection
with which each of the Joint Bookrunners and any of their
affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the New Ordinary Shares;
11. the Joint Bookrunners do not intend to disclose the extent
of any investment or transactions referred to in paragraphs 9 and
10 above otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of the Joint Bookrunners
12. the Joint Bookrunners do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing and Open Offer
Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of either of the Joint Bookrunners in
connection with its participation in the Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing
the protections afforded to their respective clients or customers
or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities
contained in the Placing and Open Offer Agreement nor for the
exercise or performance of any of their respective rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
No responsibility of the Joint Bookrunners for information
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Joint Bookrunner nor
their respective affiliates agents, directors, officers or
employees nor any person acting on behalf of any of them is
responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise 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 the
Placing Documents, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for New Ordinary Shares is contained in the Placing Documents, or
any Publicly Available Information (save that in the case of
Publicly Available Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as
a matter of law in the absence of this paragraph 15(a)), such
information being all that such Placee deems necessary or
appropriate and sufficient to make an investment decision in
respect of the New Ordinary Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by any of the Joint Bookrunners or the Company nor
any of their respective a liates, agents, directors, o cers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the New Ordinary Shares or
the accuracy, completeness or adequacy of any information contained
in the Placing Documents, or the Publicly Available Information or
otherwise;
(c) none of the Joint Bookrunners, nor the Company, nor any of
their respective a liates, agents, directors, o cers or employees
or any person acting on behalf of any of them has provided, nor
will provide, it with any material or information regarding the New
Ordinary Shares or the Company or any other person other than the
information in the Placing Documents or the Publicly Available
Information; nor has it requested any of the Joint Bookrunners, the
Company, any of their respective a liates or any person acting on
behalf of any of them to provide it with any such material or
information; and
(iii) none of the Joint Bookrunners or the Company will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person ;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of their a liates or any person
acting on their behalf, may have conducted with respect to the New
Ordinary Shares, the terms of the Placing or the Company, and none
of such persons has made any representation, express or implied,
with respect to the Company, the Placing, the New Ordinary Shares
or the accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
17. in making any decision to subscribe for New Ordinary Shares it:
(a) has such knowledge and experience in nancial and business
matters to be capable of evaluating the merits and risks of
subscribing for the New Ordinary Shares ;
(b) will not look to the Joint Bookrunners for all or part of any such loss it may suffer;
(c) 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 an investment in the New
Ordinary Shares;
(d) is able to sustain a complete loss of an investment in the New Ordinary Shares;
(e) has no need for liquidity with respect to its investment in the New Ordinary Shares;
(f) has made its own assessment and has satis ed itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the New Ordinary
Shares; and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the New Ordinary
Shares and the terms of the Placing and has satis ed itself that
the information resulting from such investigation is still current
and relied on that investigation for the purposes of its decision
to participate in the Placing;
Capacity and authority
18. it is subscribing for the New Ordinary Shares for its own
account or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement ;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or the Joint
Bookrunners 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);
20. it and any person acting on its behalf is entitled to
subscribe for the New Ordinary Shares under the laws and
regulations of all relevant jurisdictions that apply to it and that
it has fully observed such laws and regulations, has capacity and
authority and is entitled to enter into and perform its obligations
as a subscriber of New Ordinary Shares and will honour such
obligations, and has obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary
formalities to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations and that it has not taken any action
or omitted to take any action which will or may result in the Joint
Bookrunners, the Company or any of their respective directors, o
cers, agents, employees or advisers acting in breach of the legal
or regulatory requirements of any jurisdiction in connection with
the Placing;
21. where it is subscribing for New Ordinary Shares for one or
more managed accounts, it is authorised in writing by each managed
account to subscribe for the New Ordinary Shares for each managed
account;
22. it irrevocably appoints any duly authorised o cer of each
Joint Bookrunner 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 New Ordinary Shares for which it agrees to subscribe for
upon the terms of this Announcement;
Excluded territories
23. the New Ordinary Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be
cleared in respect of any of the New Ordinary Shares under the
securities laws or legislation of the United States, Australia, New
Zealand, Canada, Japan or the Republic of South Africa, or any
state, province, territory or jurisdiction thereof;
24. the New Ordinary Shares may not be o ered, sold, or
delivered or transferred, directly or indirectly, in or into the
above jurisdictions or any jurisdiction (subject to certain
exceptions) in which it would be unlawful to do so and no action
has been or will be taken by any of the Company, the Joint
Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners that would, or is intended to, permit a public o
er of the New Ordinary Shares in the United States, Australia, New
Zealand, Canada, Japan or the Republic of South Africa or any
country or jurisdiction, or any state, province, territory or
jurisdiction thereof, where any such action for that purpose is
required;
25. unless otherwise speci cally agreed with the Joint
Bookrunners, it is not and at the time the New Ordinary Shares are
subscribed for, neither it nor the bene cial owner of the New
Ordinary Shares will be, a resident of, nor have an address in,
Australia, New Zealand, Japan, the Republic of South Africa or any
province or territory of Canada;
26. it may be asked to disclose in writing or orally to the Joint Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it, and any prospective bene cial owner for whose account or
bene t it is purchasing the New Ordinary Shares, is (i) located
outside the United States and is acquiring the New Ordinary Shares
in an "o shore transaction" as de ned in, and in accordance with,
Regulation S; (ii) has not been o ered to purchase or subscribe for
New Ordinary Shares by means of any "directed selling efforts" as
defined in Regulation S;
28. it understands that the New Ordinary Shares have not been,
and will not be, registered under the US Securities Act and may not
be o ered, sold or resold in or into or from the United States
except pursuant to an e ective registration under the US Securities
Act, or pursuant to an exemption from the registration requirements
of the US Securities Act and in accordance with applicable state
securities laws;
29. it will 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;
Compliance with selling restrictions and the Prospectus
Regulation
30. if in a member state of the EEA or the United Kingdom,
unless otherwise specifically agreed with the Joint Bookrunners in
writing, it is a Qualified Investor;
31. it has not o ered or sold and will not o er or sell any New
Ordinary Shares to persons in the EEA or the United Kingdom except
to Quali ed Investors or otherwise in circumstances which have not
resulted in and which will not result in an o er to the public in
any member state of the EEA or the United Kingdom within the
meaning of the Prospectus Regulation;
32. if a nancial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, the New Ordinary Shares
subscribed for 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 a member state
of the EEA or the United Kingdom other than Quali ed Investors, or
in circumstances in which the prior consent of the Joint
Bookrunners has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and
MAR
33. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the de nition of "investment professionals" in Article
19(5) of the Order or (ii) who falls within Article 49(2) (a) to
(d) ("High Net Worth Companies, Unincorporated Associations, etc")
of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
34. it has not o ered or sold and will not o er or sell any New
Ordinary Shares to persons in the United Kingdom, 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 o er to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
35. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the New Ordinary Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and
will not have been approved by either Joint Bookrunner 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 a financial promotion by an
authorised person;
36. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the New Ordinary Shares (including all applicable provisions in
FSMA and Regulation (EU) No. 596/2014 of the European Parliament
and of the Council of 16 April 2014 on market abuse, as retained as
part of UK law by virtue of the EUWA ("MAR")) in respect of
anything done in, from or otherwise involving, the United
Kingdom);
Compliance with laws
37. if it is a pension fund or investment company, its
subscription for New Ordinary Shares is in full compliance with
applicable laws and regulations;
38. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist nancing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
39. in order to ensure compliance with the Regulations, each
Joint Bookrunner (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion,
require veri cation of its identity. Pending the provision to the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, de nitive certi cates in
respect of the New Ordinary Shares may be retained at the relevant
Joint Bookrunner's absolute discretion or, where appropriate,
delivery of the New Ordinary Shares to it in uncerti cated form may
be delayed at the relevant Joint Bookrunner's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for veri cation of identify the
relevant Joint Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the relevant Joint Bookrunner 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;
Depositary receipts and clearance services
40. the allocation, allotment, issue and delivery to it, or the
person speci ed by it for registration as holder, of New Ordinary
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 (depositary receipts and
clearance services) and that the New Ordinary Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer New Ordinary Shares into a
clearance service;
Undertaking to make payment
41. it (and any person acting on its behalf) has the funds
available to pay for the New Ordinary Shares for which it has
agreed to subscribe and acknowledges and agrees that it will make
payment in respect of the New Ordinary Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant New Ordinary Shares may be
placed with other subscribers or sold as the Joint Bookrunners may
in their 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 relevant
Issue Price and the number of New Ordinary Shares allocated to it
and will be required to bear any stamp duty, stamp duty reserve tax
or other taxes or duties (together with any interest, nes or
penalties) imposed in any jurisdiction which may arise upon the
sale of such Placee's New Ordinary Shares;
Money held on account
42. any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the 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 the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be held by it under a banking relationship and not as
trustee;
Allocation
43. its allocation (if any) of New Ordinary Shares will
represent a maximum number of New Ordinary Shares which it will be
entitled, and required, to subscribe for, and that the Joint
Bookrunners or the Company may call upon it to subscribe for a
lower number of New Ordinary Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
No recommendation
44. none of the Joint Bookrunners, nor any of their respective a
liates, nor any person acting on behalf 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;
Inside information
45. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it con rms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or nancial instruments related thereto or
cancel or amend an order concerning the Company's securities or any
such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or nancial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
46. the rights and remedies of the Company and the Joint
Bookrunners under the terms and conditions in this Announcement are
in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others; and
Governing law and jurisdiction
47. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the New Ordinary Shares (together
with any interest chargeable thereon) may be taken by either the
Company or the Joint Bookrunners 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.
The foregoing representations, warranties, con rmations,
acknowledgements, agreements and undertakings are given for the
bene t of the Company as well as each of the Joint Bookrunners and
are irrevocable. The Joint Bookrunners, the Company and their
respective a liates and others will rely upon the truth and
accuracy of the foregoing representations, warranties, con
rmations, acknowledgements, agreements and undertakings. Each
prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and the Joint Bookrunners 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.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Joint Bookrunners and their
respective a liates, agents, directors, o cers 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
Announcement or incurred by the Joint Bookrunners, the Company or
each of their respective a liates, agents, directors, o cers or
employees arising from the performance of the Placees' obligations
as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing.
Taxation
The agreement to allot and issue New Ordinary Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the New Ordinary Shares
in question. Such agreement also assumes that the New Ordinary
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the New Ordinary
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
New Ordinary Shares, stamp duty or stamp duty reserve tax or other
similar taxes or duties may be payable, for which neither the
Company nor the Joint Bookrunners will be responsible and the
Placees shall indemnify the Company and the Joint Bookrunners on an
after-tax basis for any stamp duty or stamp duty reserve tax or
other similar taxes or duties (together with interest, nes and
penalties) in any jurisdiction paid by the Company or the Joint
Bookrunners in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify
the Joint Bookrunners accordingly. Placees are advised to consult
with their own advisers regarding the tax aspects of the
subscription for New Ordinary Shares.
The Company and the Joint Bookrunners are not liable to bear any
taxes that arise on a sale of New Ordinary Shares subsequent to
their acquisition by Placees, including any taxes arising otherwise
than under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Joint Bookrunners and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Joint
Bookrunners and/or the Company and their respective a liates
harmless from any and all interest, nes or penalties in relation to
stamp duty, stamp duty reserve tax and all other similar duties or
taxes in any jurisdiction to the extent that such interest, nes or
penalties arise from the unreasonable default or delay of that
Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, nes or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any New
Ordinary Shares or the agreement by them to subscribe for, acquire,
transfer or sell any New Ordinary Shares.
No statement in the Placing Documents is intended to be a pro t
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future nancial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
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 New Ordinary Shares to be issued pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM, a market operated by 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, the Placing Documents.
APPIX III - DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" the admission of (i) the Placing Shares to be issued pursuant to
the Placing and (ii) the
Open Offer Shares to be issued pursuant to the Open Offer, to
trading on AIM becoming effective
by means of the issue by London Stock Exchange of a dealing notice
under Rule 6 of the AIM
Rules;
"AIM" AIM, the market of that name operated by London Stock Exchange
"AIM Rules" the 'AIM Rules for Companies' and/or the AIM Rules for Nominated
Advisers (as the context
may require)
"AIM Rules for Companies" the rules of AIM as set out in the publication entitled "AIM Rules
for Companies" published
by the London Stock Exchange from time to time
"AIM Rules for Nominated Advisers" the rules of AIM as set out in the publication entitled "AIM Rules
for Nominated Advisers"
published by the London Stock Exchange from time to time
"Basic Entitlements" or "Open Offer Entitlements" the Open Offer Shares which a Qualifying Shareholder is entitled to
subscribe for under the
Open Offer calculated on the basis of 2 Open Offer Shares for every
7 Existing Ordinary Shares
held by that Qualifying Shareholder as at the Record Date as
described in Part II of the Circular
"Bookbuild" the accelerated bookbuilding process which will be launched
immediately following this Announcement
"certificated" or "in certificated form" an Ordinary Share or other security recorded on a company's share
register as being held in
certificated form (that is not in CREST)
"Circular" the circular to be posted to Shareholders shortly in relation to
the Fundraising and incorporating
the Notice of General Meeting
"Company" or "genedrive" genedrive plc, a public limited company incorporated in England and
Wales under registered
number 06108621
"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 CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) as
amended
"Euroclear" Euroclear UK & Ireland Limited, the operator (as defined in the
CREST Regulations) of CREST
"Excess Application Facility" the arrangement pursuant to which a Qualifying Shareholder, who has
taken up his Basic Entitlement
in full, can apply for additional Open Offer Shares in accordance
with the terms and conditions
of the Open Offer as set out in the Circular
"Existing Ordinary Shares" the Ordinary Shares in issue immediately prior to the Fundraising,
all of which are admitted
to trading on AIM
"FCA" the Financial Conduct Authority of the United Kingdom
"FDA" the US Food and Drug Administration
"finnCap" finnCap Ltd, the Company's joint bookrunner and broker in
connection with the Placing and
Open Offer
"Form of Proxy" the form of proxy for use by Shareholders in relation to the
General Meeting, either online
or a hard copy requested from Neville Registrars
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" together, the Placing and the Open Offer
"General Meeting" the general meeting of the Shareholders to be convened by the
Notice of General Meeting and
set out in the Circular
"Group" the Company, its subsidiaries and subsidiary undertakings
"Issue Price" 25 pence per New Ordinary Share
"Joint Bookrunners" finnCap and Peel Hunt
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" up to 42,091,442 new Ordinary Shares to be issued pursuant to the
Placing and the Open Offer
"Notice of General Meeting" the notice of the General Meeting which will be set out in the
Circular
"Open Offer" the conditional invitation by the Company to Qualifying
Shareholders to apply to subscribe
for Open Offer Shares at the Issue Price on the terms and subject
to the conditions to be
"Open Offer Entitlements" set out or referred to in the Circular
an entitlement to subscribe for Open Offer Shares, allocated to a
Qualifying Shareholder under
the Open Offer (and, for the avoidance of doubt, references to Open
Offer Entitlements include
Basic Entitlements and Excess Open Offer Entitlements)
"Open Offer Shares" up to 18,091,442 New Ordinary Shares to be offered to Qualifying
Shareholders pursuant to
the Open Offer whose allotment and issue is conditional (amongst
other things) on the passing
of the Resolutions
"Ordinary Shares" ordinary shares of 1.5 pence each in the capital of the Company
" Overseas Shareholders " Shareholders with registered addresses outside the UK or who are
citizens of, incorporated
in, registered in or otherwise resident in, countries outside the
UK
"Peel Hunt" Peel Hunt LLP, the Company's nominated adviser and joint bookrunner
and broker in connection
with the Placing and Open Offer
"Placee" eligible institutional investors procured by the Joint Bookrunners
and subscribing for Placing
Shares in the Placing
"Placing" the conditional placing by Peel Hunt and finnCap (on behalf of the
Company) of 24,000,000
Placing Shares pursuant to the Placing and Open Offer Agreement to
raise approximately GBP6.0
million before expenses
"Placing and Open Offer Agreement" the placing and open offer agreement dated 10 September 2021 made
between the Company and
the Joint Bookrunners in relation to the Placing and Open Offer
"Placing Shares" up to 24,000,000 new Ordinary Shares to be issued to Placees by the
Company pursuant to the
Placing whose allotment and issue is conditional (amongst other
things) on the passing of
the Resolutions
"Qualifying Shareholders" Shareholders at the Record Date other than Overseas Shareholders
"Record Date" 6.00 p.m. on 10 September 2021
"Relevant Persons" has the meaning set out in Appendix II of this Announcement
"Resolutions" the resolutions to be proposed at the General Meeting as set out in
the Notice of General
Meeting
"Restricted Jurisdictions" each and any of the United States, Australia, Canada, Japan and the
Republic of South Africa
"Shareholders" the holders of Ordinary Shares for the time being (each
individually a "Shareholder")
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"UK MAR" Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014
on market abuse, as it forms part of UK domestic law by virtue of
the European Union (Withdrawal)
Act 2018, as amended
"uncertificated" or "in uncertificated form" recorded on the register of members of the Company 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
"United States" or "US" the United States of America, its territories and possessions, any
state of the United States
and the District of Columbia
"WHO"
World Health Organisation
This information is provided by RNS, the news service of the
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END
MSCFLFEFATIILIL
(END) Dow Jones Newswires
September 10, 2021 09:01 ET (13:01 GMT)
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