TIDMMYX TIDMTTM
RNS Number : 4260E
MyCelx Technologies Corporation
11 March 2022
THIS ANNOUNCEMENT, (INCLUDING THE APPICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO ANY US PERSONS OR IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
The information contained within this Announcement is deemed by
MYCELX Technologies Corporation to constitute inside information as
stipulated under the Market Abuse Regulation (EU) No. 596/2014 as
it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR").
MYCELX Technologies Corporation
("MYCELX" or the "Company")
Proposed c.$2.21m Placing and Subscription
Broker Option
Accelerating the commercialisation of MYCELX'S PFAS Remediation
System
MYCELX Technologies Corporation (AIM: MYX), the clean water and
clean air technology company, is pleased to announce a proposed
placing and subscription of c.$ 2.21 million (c.GBP 1.69 million *)
(before expenses) through the issue of an aggregate of 3,384,273
new common shares of $0.025 each ("New Common Shares") to new and
existing investors at a price of 50 pence per New Common Share (the
"Issue Price"). The New Common Shares will rank pari passu in all
respects with the existing issued common shares of $0.025 in issue
("Existing Common Shares").
The Company expects to issue 2,811,756 New Common Shares
pursuant to a placing agreement entered into by the Company with
Canaccord Genuity Ltd (the "Placing Agreement"), such shares to be
issued to investors in the United Kingdom at the Issue Price (the
"Placing"). Subscribers also intend to enter into conditional
subscription agreements (the "Subscription Agreements") with the
Company to subscribe for an aggregate of 572,517 New Common Shares
at the Issue Price (the "Subscription" and, together with the
Placing, the "Fundraising").
The Company has also granted a broker option (the "Broker
Option") whereby up to a further 763,360 new Common Shares (the
"Broker Option Shares"), may be issued between the date of
publication of this Announcement until approximately 4:45 p.m. on
18 March 2022. To the extent that the Broker Option is exercised,
the Broker Option Shares will be issued at the Issue Price. Orders
for the Broker Option must be submitted to Canaccord Genuity and
will only be accepted from institutional investors or private
client brokers.
The Placing is being conducted in accordance with Regulation S
of the US Securities Act of 1933, as amended, for offerings outside
the United States by both U.S. and foreign issuers. As such, the
New Common Shares issued in the Placing will be subject to the
conditions listed under section 903(b)(3), or Category 3, of
Regulation S. Accordingly, upon Admission, the New Common Shares
issued in the Fundraising will trade in the Company's new
restricted line of New Common Shares under the symbol MYXR, and the
New Common Shares, as represented by depositary interests
("Depository Interests"), will be held in the CREST system and will
be segregated into a separate trading system within CREST
identified with the marker "REG S" and ISIN: USU624551235.
Pursuant to the Company's bylaws, the Fundraising does not
require shareholder approval and is therefore not subject to the
approval of shareholders at a general meeting of the Company.
The Fundraising is being undertaken to accelerate the
commercialisation of the Company's remediation system in the US for
PFAS and in order to support working capital across the Company's
core markets. PFAS, which stands for perfluoroalkyl and
polyfluoroalkyl compounds, are a collection of long-lasting
man-made toxic chemicals, which present a threat to the environment
and human health. The Fundraising follows the recent completion of
a successful PFAS remediation trial for the US Department of
Defense, which saw MYCELX's remediation technology achieve 99.9%
removal efficiency across 14 PFAS contaminants. The Department of
Defense alone estimates that its PFAS remediation costs to be in
excess of $2.1 billion beginning in 2021, in addition to the $1.1
billion in actual PFAS costs that were occurred in 2020.
The Fundraising is not being underwritten. The Issue Price
represents a discount of approximately 4.75 per cent. to the
mid-market closing price of the Existing Common Shares of 52.5
pence on 10 March 2022, being the latest practicable date prior to
publication of this announcement.
The 3,384,273 New Common Shares issued pursuant to the
Fundraising, prior to the exercise of any Broker Option, will
represent approximately 14.83 per cent. of the issued share capital
of the Company as enlarged by the Fundraising (the "Enlarged Share
Capital").
Details of the Broker Option
The Company has granted a Broker Option to Canaccord Genuity in
order to enable Canaccord Genuity to deal with any additional
demand under the Placing in the event that requests to participate
in the Placing are received during the period from the date of this
Announcement to 4:45 p.m. on 18 March 2022 from institutional and
certain other investors who are persons of the type listed in
paragraphs 23 to 24 inclusive in the Appendix to this Announcement
headed "Representations, Warranties and Further Terms". The primary
purpose of the Broker Option is to facilitate demand from those
investors who were unable to participate in the Placing. The Broker
Option is exercisable by Canaccord Genuity any number of times up
to that time and date.
Any Broker Option Shares issued pursuant to the exercise of the
Broker Option will be issued on the same terms and conditions as
the Placing Shares, which terms are set out in the Appendix to this
Announcement. Orders from investors pursuant to the Broker Option
to Canaccord Genuity will only be accepted from institutional
investors or private client brokers.
The Broker Option may be exercised by Canaccord Genuity in its
absolute discretion, but there is no obligation on Canaccord
Genuity to exercise the Broker Option or to seek to procure
subscribers for any Broker Option Shares pursuant to the Broker
Option. The maximum number of Broker Option Shares which may be
issued pursuant to the exercise of the Broker Option is 763,360
Common Shares.
Director's intended participation
Connie Mixon, Andre Schnabl and Tom Lamb directors of the
Company have indicated that they would be willing to participate in
the Subscription at the Issue Price for 38,167; 38,167 and 267,175
Subscription Shares each respectively. A further announcement will
be made in due course once such dealings have occurred.
Application will be made to the London Stock Exchange for the
3,384,273 New Common Shares to be admitted to trading on AIM
("Admission"). The New Common Shares will rank pari passu in all
respects with the Existing Common Shares already in issue,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Enlarged
Share Capital following Admission. It is expected that such
Admission will become effective, and that dealings on AIM will
commence, at 7.00 a.m. on 21 March 2022 .
Expected timetable
Announcement of the 11 March 2022
Fundraising
Admission and commencement 21 March 2022
of dealings in the Enlarged
Share Capital expected
to commence on AIM
-------------------
Last time for exercise 4:45pm on 18 March
of the Broker Option 2022
-------------------
Admission and commencement 24 March 2022
of dealings of any Broker
Option Shares
-------------------
Each of the times and dates above is subject to change. Any such
change will be notified by an announcement on a Regulatory
Information Service.
Current Trading and Outlook
As disclosed in the Trading Update announced on 11 February
2022, unaudited 2021 revenue is anticipated to be ca.$8.5 million
(2020: $7.1 million). As at 31 December 2021, the Company had cash
and cash equivalents, including restricted cash, of $3.2 million
(2021 H1: $5.5 million), and the Company continues to manage its
working capital and support growth. Operations continue to perform
in line with expectations, with minimal to no impact of Covid-19 in
MYCELX's day-to-day business functions.
In 2022 the Company is targeting a similar level of year-on-year
revenue growth but this remains subject to the timing of
anticipated contract wins and renewals.
PFAS US Market Overview
MYCELX believes it is well placed to play an important role in
the global PFAS remediation challenge. In particular, the Company
is looking to focus on the US market which is currently
experiencing rapidly evolving political and regulatory attention.
The Biden-Harris administration is committed to addressing PFAS in
drinking water , and the United States Environmental Protection
Agency ("EPA") released in October 2021 a Strategic Roadmap to
address the pervasive problems of PFAS in the US. In January 2022
the EPA submitted plans for a PFAS Superfund designating two legacy
substances - PFOA (perfluorooctanoic acid) and PFOS
(perfluorooctane sulfonic acid) - as "hazardous substances" -
which, if designated, will allow the EPA to force clean up or
reimbursement of PFAS contamination.
Notably, the US Department of Defense has begun the
environmental restoration process at 687 installations with a known
or suspected release of PFAS from Aqueous Film Forming (AFFF),
which is mainly used for firefighting purposes. The Department of
Defense estimates clean-up costs of greater than $2.1 billion
beginning in 2021, in addition to $1.1 billion in actual PFAS costs
that were incurred through 2020.
Background to and reasons for the Fundraising and intended Use
of Proceeds
For several years MYCELX technology has been deployed to address
the problem of PFAS contamination in Australia. MYCELX technology
is currently installed and used with a variety of customers
including the Australian Department of Defence and a global
integrated oil company.
The Company has been closely monitoring the recent political and
environmental imperative to start addressing the remediation of
PFAS in the United States. Accordingly, in December 2021 the
Company undertook a successful trial for PFAS remediation with an
environmental contractor to the US Military. This trial
demonstrated 99.9% removal efficiency across 14 PFAS
contaminants.
Having achieved this highly significant validation, the Company
is now looking to accelerate the commercialisation of its
technology across the United States. The Company is evaluating
partnership opportunities with several environmental engineering
contractors and water treatment specialist companies to expedite
its market penetration. Accordingly, the proceeds of the
Fundraising are intended to be used to aggressively market and
commercialise MYCELX's PFAS solution, which are expected to lead to
customer education, further trials and contract wins.
The Placing will be conducted by way of a direct placing
pursuant to this announcement, in accordance with the terms and
conditions set out in the Appendix. The New Common Shares are not
being made available to the public. The Fundraising is not being
underwritten.
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms and on Admission of the New Common Shares occurring at or
before 8:00 a.m. (London time) on 21 March 2022 (or such later time
and/or date, not being later than 8:00 a.m. (London time) on 31
March 2022, as the Company and Canaccord Genuity may otherwise
agree.
It is intended that Admission of the New Common Shares to
trading on AIM will occur on 21 March 2022.
Upon Admission, the New Common Shares issued in the Fundraising
and any new Common Shares to be issued pursuant to the Broker
Option will trade in the Company's new restricted line of New
Common Shares under the symbol MYXR, and the New Common Shares, as
represented by depositary interests ("Depository Interests"), will
be held in the CREST system and will be segregated into a separate
trading system within CREST identified with the marker "REG S" and
USU624551235. The Company also maintains an unrestricted line of
Existing Common Shares trading under the existing symbol MYX with
ISIN US62847T2024.
Related Party Transaction
The issue of 2,050,000 Placing Shares to Octopus Investments
Nominees Limited, a substantial shareholder of the Company,
constitutes a related party transaction under the AIM Rules.
Immediately following Admission and before any exercise of the
Broker Option, Octopus Investments Nominees Limited will have an
interest in 22.46 per cent. of the issued common share capital of
the Company. The Directors consider, having consulted with
Canaccord Genuity, acting in its capacity as the Company's
Nominated Adviser, that the terms of such placing are fair and
reasonable insofar as the Company's shareholders are concerned.
Commenting on the fundraise, Connie Mixon, CEO said:
"MYCELX has a significant opportunity to play an important role
in tackling the environmental and health challenges presented by
the collection of forever chemicals known as PFAS. Our technology
is proven in the remediation of PFAS, a service we are already
providing in Australia, and which has recently been proven to be
highly effective in trials in the US for the Department of
Defence.
This fundraising will further help us to capture the material
PFAS remediation opportunity, cementing our position as an
innovative, ESG focused, company contributing to the global green
economy, and creating value for our shareholders."
*Exchange rate of GBP: USD 1.31
further information, please contact:
MYCELX Technologies Corporation
Connie Mixon, Chief Executive Officer +1 770 534 3118
Kim Slayton, Chief Financial Officer
Canaccord Genuity Limited (NOMAD, Broker and
Bookrunner)
Henry Fitzgerald-O'Connor
Gordon Hamilton
Sam Lucas (ECM) +44 207 523 8000
Celicourt Communications (Financial PR)
Mark Antelme +44 208 434 2643
Jimmy Lea
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS
BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Canada Australia, the Republic of South
Africa, Japan or any other jurisdiction in which such release,
publication or distribution would be unlawful.
No action has been taken by the Company, Canaccord or any of
their respective affiliates, or any of its or their respective
directors, officers, partners, employees, advisers and/or agents
(collectively, "Representatives") that would permit an offer of the
new common shares to be issued pursuant to the Placing ("Placing
Shares") or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
action. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so.
Investors Resident in the United Kingdom and the EEA
This Announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area (the
"EEA") who are "qualified investors", as defined in Article 2(e) of
the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("EEA Qualified Investors"), (b) persons
in the United Kingdom, who are qualified investors, being persons
falling within the meaning of Article 2(e) of Prospectus Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), and who (i) have professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) persons to whom it may
otherwise be lawfully communicated (each such person in (a), (b)
and (c), a "Relevant Person"). 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 or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This Announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
Cautionary Statements Regarding Forward Looking Information
This Announcement contains "forward-looking information"
including as that term is defined under applicable Canadian
securities legislation. Such information includes but is not
limited to, the intended use of proceeds, the launch and closing of
the anticipated Placing; and the receipt of required approvals,
including the approval of the shareholders of the Company.
Generally, forward-looking information can be identified by the use
of words such as "plans", "expects" or "is expected", "scheduled",
"estimates" "intends", "anticipates", "believes", or variations of
such words and phrases, or statements that certain actions, events
or results "can", "may", "could", "would", "should", "might" or
"will", occur or be achieved, or the negative connotations thereof.
These forward-looking statements are subject to numerous risks and
uncertainties, certain of which are beyond the control of the
Company, which could cause the actual results, performance or
achievements of the Company to be materially different from the
future results, performance or achievements expressed or
implied by such information. These risks include, without
limitation, risks related to AIM Admission and other applicable
securities regulatory authorities, a failure to obtain adequate
financing on a timely basis and on acceptable terms, political and
regulatory risks associated with mining and exploration activities,
including environmental regulation, risks and uncertainties
relating to the interpretation of drill and sample results, risks
related to the uncertainty of cost and time estimation and the
potential for unexpected delays, costs and expenses, risks related
to metal price fluctuations, the market for nickel and cobalt
products, other risks and uncertainties related to the Company's
prospects, properties and business as well as those risk factors
discussed or referred to herein and in the Company's publicly
available information. Although the Company has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such information.
The Company undertakes no obligation to update forward-looking
information if circumstances or management's estimates, assumptions
or opinions should change, except as required by applicable law.
The reader is cautioned not to place undue reliance on
forward-looking information. The information in this Announcement
is subject to change.
Canaccord Genuity Limited ("Canaccord"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and for no one else in connection with the Placing
and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing or any
other matter referred to in this Announcement and will not be
responsible to anyone other than the Company in connection with the
Placing or for providing the protections afforded to their
respective clients or for giving advice in relation to the Placing
or any other matter referred to in this Announcement. Canaccord 's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any other person.
In connection with the Placing, Canaccord and any of its
affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and
in that capacity may retain, purchase, sell, offer to sell for the
own accounts or otherwise deal for their own account in such shares
and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
acquisition, placing or dealing by Canaccord and any of its
affiliates acting in such capacity. In addition, Canaccord and any
of its affiliates may enter into financing arrangements (including
swaps) with investors in connection with which Canaccord and any of
its affiliates may from time to time acquire, hold or dispose of
shares. Canaccord does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
This Announcement is being 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 or on
behalf of Canaccord (apart from the responsibilities or liabilities
that may be imposed by FSMA or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any
of their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or their respective
advisers or any other statement made or purported to be made by or
on behalf of Canaccord and/or any of its affiliates and/or by any
of its Representatives in connection with the Fundraise and any
responsibility and liability whether arising in tort, contract or
otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by Canaccord and/or any of
its affiliates and/or any of its Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of
the information or opinions contained in this Announcement or any
other written or oral information made available to or publicly
available to any interested party or their respective advisers, and
any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Common Shares. Any investment
decision to buy Common Shares in the Placing must be made solely on
the basis of publicly available information. This Announcement does
not constitute a recommendation concerning any investor's options
with respect to the Placing. Recipients of this Announcement should
conduct their own investigation, evaluation and analysis of the
business, data and other information described in this
Announcement. The price and value of securities can go down as well
as up and investors may not get back the full amount invested upon
the disposal of the shares. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his or her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
The Appendix sets out the terms and conditions of the Placing.
By participating in the Placing (including with respect to any
Broker Option Shares (as defined below)), you will be deemed to
have read and understood this Announcement (including the Appendix)
in its entirety, to be participating in the Placing and making an
offer to acquire and acquiring Placing Shares on the terms and
subject to the conditions set out in the Appendix and to be
providing the representations, warranties, undertakings and
acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Information to Distributors
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE
PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, CANACCORD OR ANY OF THEIR
RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE PLACING
SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY
OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES
IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED
BY THE COMPANY AND CANACCORD TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, SUCH RESTRICTIONS.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR 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 retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (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 any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, each of Canaccord will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") 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. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING
DISTRIBUTED TO: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE "QUALIFIED INVESTORS", AS DEFINED
IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU)
2017/1129) (THE "PROSPECTUS REGULATION") ("EEA QUALIFIED
INVESTORS"), (B) PERSONS IN THE UNITED KINGDOM, WHO ARE QUALIFIED
INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E)
OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION"), AND WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (EACH SUCH PERSON IN (A), (B)
AND (C), A "RELEVANT PERSON").
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 APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE NEW COMMON SHARES TO BE ISSUED PURSUANT TO
THE PLACING ("PLACING SHARES") (OR DEPOSITARY INTERESTS
REPRESENTING THEM) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT 1933, AS AMED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE
COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF,
AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
The distribution of this Announcement, any part of it or any
information contained in it may be restricted by law in certain
jurisdictions, and any person into whose possession this
announcement, any part of it or any information contained in it
comes should inform themselves about, and observe, such
restrictions. No action has been taken by the company, Canaccord or
any of their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
company, Canaccord to inform themselves about and to observe any
such restrictions.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
In particular each such Placee represents, warrants and
acknowledges that:
1) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and
2) in the case of a Relevant Person in a member state of the EEA
or in the United Kingdom who acquires any Placing Shares pursuant
to the Placing:
a) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a member state of the EEA
other than EEA Qualified Investors or persons in the United Kingdom
other than Relevant Persons, or in circumstances in which the prior
consent of Canaccord have been given to the offer or resale; or
b) where Placing Shares have been acquired by it on behalf of
persons in a member state of the EEA other than EEA Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons; or
c) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Relevant Persons, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
3) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
4) it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5) it (and any account referred to in paragraph 4 above) is either:
a) outside the United States acquiring the Placing Shares in
offshore transactions as defined in, and in accordance with,
Regulation S under the US Securities Act; or
b) a "qualified institutional buyer" as defined in Rule 144A under the US Securities Act.
Details of the Placing Agreement, the Placing Shares and the
Placing
Canaccord is acting as broker in connection with the Placing and
has entered into the Placing Agreement with the Company under which
it has agreed to use its reasonable endeavours to procure Placees
to take up the Placing Shares, on the terms and subject to the
conditions set out therein.
Canaccord will today launch the Placing. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Placing Shares will, as from the date when they are issued,
be fully paid up, rank in full for all dividends and other
distributions declared, made or paid on the Common Shares after
Admission respectively and otherwise rank pari passu in all
respects with, and be identical to, the existing Common Shares then
in issue.
In order to ensure that the holders of the Placing Shares comply
with the resale requirements under SEC legislation applicable to an
offshore transaction under Regulation S of the US Securities Act of
1933 (which restrict the sale of the Placing Shares in to the US
for a period of 12 months following their issue), upon Admission,
the Placing Shares will trade in the Company's new restricted line
of New Common Shares under the symbol MYXR, and the Placing Shares,
as represented by Depository Interests, will be held in the CREST
system and will be segregated into a separate trading system within
CREST identified with the marker "REG S" and USU624551235 . The
Company also maintains an unrestricted line of Existing Common
Shares trading under the existing symbol MYX with ISIN
US62847T2024. In general, under US securities law, Placing Shares
that have been in issue for more than one year and are not held by
an 'affiliate' (as defined under the US Securities Act of 1933) of
the Company qualify for characterisation as unrestricted common
stock. After the relevant period has elapsed, all unrestricted
common stock will be eligible for migration to, and trading on, the
Company's unrestricted MYX line with the ISIN US62847T2024.
Details of the Broker Option
The Company has granted the Broker Option to Canaccord in order
to enable Canaccord to deal with any additional demand under the
Placing in the event that requests to participate in the Placing
are received during the period from the date of this Announcement
to 4:45 p.m. on 18 March 2022 from institutional and certain other
investors who are persons of the type listed in paragraphs 23 to 24
(inclusive) in this Appendix headed "Representations, Warranties
and Further Terms". The primary purpose of the Broker Option is to
facilitate demand from those investors who were unable to
participate in the Placing. The Broker Option is exercisable by
Canaccord Genuity any number of times up to that time and date.
To subscribe for Broker Option Shares prospective investors
should communicate their interest to Canaccord via their
independent financial adviser, stockbroker or other firm authorised
by the Financial Conduct Authority, as Canaccord cannot take direct
orders from individual private investors. Investors who wish to
register their interest in subscribing for Broker Option Shares
should instruct their stockbroker or independent financial adviser
to e-mail Canaccord at cg-ecm-uk@cgf.com. Each bid should state the
number of Broker Option Shares that the investor wishes to acquire
at the Issue Price. Any investors allocated Broker Option Shares
will be considered Placees, as defined in this Announcement.
Any new Common Shares issued pursuant to the exercise of the
Broker Option ("Broker Option Shares") will be issued on the same
terms and conditions as the Placing Shares, which terms are set out
in this Appendix. Orders from investors pursuant to the Broker
Option to Canaccord will only be accepted from institutional
investors or private client brokers.
The Broker Option may be exercised by Canaccord Genuity in its
absolute discretion, but there is no obligation on Canaccord to
exercise the Broker Option or to seek to procure subscribers for
any Broker Option Shares pursuant to the Broker Option.
The maximum number of Broker Option Shares which may be issued
pursuant to the exercise of the Broker Option is 763,360 Common
Shares.
Application for listing and admission to trading
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission"). It
is expected that Admission will become effective and that dealings
in the Placing Shares, will commence at 8.00 a.m. on 21 March
2022.
Participation in, and principal terms of, the Placing
1. Canaccord is arranging the Placing as agent of the Company.
2. Participation will only be available to persons who may
lawfully be, and are, invited to participate by Canaccord.
Canaccord is entitled to participate as principal in the
Placing.
3. The Issue Price per Placing Share payable by all subscribers
for the Placing Shares ("Placees") is fixed at GBP 0.50 . It is
expected that the number of Placing Shares to be issued will be
2,811,756 raising gross proceeds of GBP 1,405,878 .
4. Confirmation of the results of the Placing will be announced
on a Regulatory Information Service following the completion of the
Placing.
5. To participate in the Placing, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Canaccord. Each bid should state the number of
Placing Shares which the prospective Placee wishes to acquire at
the Issue Price. Bids may be scaled down on the basis referred to
in paragraph 7 below.
6. The Placing is expected to close immediately upon this
announcement. Canaccord may, in agreement with the Company, accept
bids that are received after the Placing has closed.
7. Each Placee's allocation (including, if the Broker Option is
exercised at that time, any Broker Option Shares) will be confirmed
to Placees orally by Canaccord following the close of the Placing,
and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. Canaccord's oral confirmation to such
Placee will constitute an irrevocable legally binding commitment
upon such person (who will at that point become a Placee) in favour
of Canaccord and the Company, pursuant to which such Placee agrees
to acquire the number of Placing Shares allocated to it and to pay
or procure payment of the relevant Issue Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's corporate documents.
8. Subject to paragraphs 3 and 5 above, Canaccord will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares.
9. Participation in the Placing will be made on the terms and
subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with
Canaccord's consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
Canaccord, to pay or procure to it (or as it may direct) in cleared
funds an amount equal to the product of the Issue Price and the
number of Placing Shares that such Placee has agreed to acquire.
Each Placee's obligations will be owed to Canaccord.
10. Except as required by law or regulation, no press release or
other announcement will be made by Canaccord or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations under the Placing (including with respect to
any Broker Option Shares) will be subject to fulfilment or (where
applicable) waiver of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13. By participating in the Placing (including with respect to
any Broker Option Shares), each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission
or termination by the Placee after confirmation (oral or otherwise)
by Canaccord.
14. To the fullest extent permissible by law, neither Canaccord,
the Company nor any of their respective affiliates or persons
acting on behalf of any of them shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither of
Canaccord, nor the Company, nor any of their respective affiliates
or persons acting on behalf of any of them shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of Canaccord's conduct of the
Placing. Nothing in this paragraph or otherwise this Placing
excludes liability of any person for fraud or fraudulent
misrepresentation made by that person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Canaccord's obligations under the Placing Agreement in
relation to Admission are conditional on certain conditions,
including inter alia:
a) the Company having complied with certain specified
obligations under the Placing Agreement (to the extent such
obligations fall to be performed prior to Admission) including the
Company allotting, conditional on Admission, the Placing Shares
subject to the by-laws of the Company;
b) the delivery to Canaccord of certain documentary conditions precedent;
c) the Company being in receipt, in cleared funds and in full,
of the proceeds of the Subscription (as defined in the
Announcement) being the number of New Common Shares subscribed for
pursuant to the Subscription multiplied by the Issue Price; and
d) Admission of the Placing Shares occurring at or before 8:00
a.m. ( London time) on 21 March 2022 (or such later time and/or
date, not being later than 8:00 a.m. (London time) on 31 March
2022, as the Company and Canaccord may otherwise agree);
If: (i) any of the conditions contained in the Placing Agreement
in relation to Admission, including those described above, are not
fulfilled or (where applicable) waived or extended in writing by
Canaccord by the relevant time or date specified (or such later
time or date as the Company and Canaccord may agree); or (ii) prior
to Admission the Placing Agreement is terminated in accordance with
its terms including, inter alia in the circumstances specified
below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it in respect thereof.
Canaccord may, at their discretion, extend the time for
satisfaction of, or waive compliance by the Company with, the whole
or any part of certain of the Company's obligations in relation to
the conditions in the Placing Agreement. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Canaccord shall not 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 it 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 it may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing (including with
respect to any Broker Option Shares) each Placee agrees that any
such decision is within the absolute discretion of Canaccord.
For the avoidance of doubt, the Placing is not conditional upon
the exercise of the Broker Option.
Right to terminate under the Placing Agreement
Canaccord is entitled, at any time before Admission to terminate
the Placing Agreement in accordance with its terms in certain
limited circumstances including, inter alia:
a) the Company fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
b) it comes to the notice of Canaccord that any statement
contained in the certain Placing documents was untrue, incorrect or
misleading at the date of the Placing documents in any respect
which Canaccord considers to be material in the context of the
Placing and/or Admission; or
c) it comes to the notice of either of Canaccord that any of the
warranties given by the Company was not at the date of the Placing
Agreement true and accurate in any respect which Canaccord
considers to be material in the context of the Placing and/or
Admission by reference to the facts subsisting at the time.
By participating in the Placing (including with respect to any
Broker Option Shares), Placees agree that the exercise by Canaccord
of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Canaccord 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.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and subject to the further
terms set forth in the contract note to be provided to individual
Placees. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement (including this
Appendix) and all other publicly available information previously
published by the Company by notification to a Regulatory
Information Service is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty or statement made by or
on behalf of the Company, Canaccord or any other person and neither
of the Company or Canaccord nor any other person will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraud or fraudulent
misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
USU624551235) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST").
Subject to certain exceptions, Canaccord and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that
they deem necessary if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance
with the standing arrangements in place with Canaccord stating
the number of Placing Shares allocated to it at the Issue Price,
the aggregate amount owed by such Placee to Canaccord 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 Placing Shares that it has in place
with Canaccord.
It is expected that settlement for the Placing Shares will be on
21 March 2022 in accordance with the instructions set out in the
trade confirmation.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Canaccord may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Canaccord's account and benefit, an amount
equal to the aggregate amount owed by the Placee. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax (together with any penalties) or
other similar taxes imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation .
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve
tax.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably:
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares;
3. acknowledges that the Placing does not constitute a
recommendation or financial product advice and neither Canaccord
has had regard to its particular objectives, financial situation or
needs;
4. acknowledges that neither of Canaccord, the Company, nor any
of their respective affiliates, agents, directors, officers or
employees has provided, nor will provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested Canaccord, the Company, any of
their respective affiliates or any person acting on behalf of any
of them to provide it with any such information;
5. acknowledges that the Common Shares are listed on AIM and
that the Company is therefore required to publish certain business
and financial information in accordance with the rules and
practices under the AIM Rules, 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 access to such information, or comparable information
concerning other publicly traded companies, in each case without
undue difficulty;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and Canaccord, nor
their respective affiliates or any person acting on behalf of any
of them, has or shall have any liability for any information,
representation or statement contained in, or omission from, this
Announcement or any information previously published by or on
behalf of the Company, pursuant to applicable laws, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a Regulatory Information Service, such information
being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given, or representations, warranties or statements
made, by Canaccord or the Company nor any of their respective
affiliates, agents, directors, officers or employees and none of
Canaccord or the Company or any such affiliate, agent, director,
officer or employee will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement, provided
that nothing in this paragraph excludes the liability of any person
for fraud or fraudulent misrepresentation made by that person;
7. acknowledges and agrees that it may not rely, and has not
relied, on any investigation that either Canaccord, any of their
affiliates or any person acting on their behalf, may have conducted
with respect to the Placing Shares or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing Shares or the accuracy,
completeness or adequacy of the information from the London Stock
Exchange or any other information; each Placee further acknowledges
that it has conducted its own investigation of the Company and the
Placing Shares and has received all information it believes
necessary or appropriate in connection with its investment in the
Placing Shares;
8. acknowledges that it has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares;
9. acknowledges that none of Canaccord, their respective
affiliates or any person acting on behalf of any of them has or
shall have any liability for any information made publicly
available by or in relation to the Company or any representation,
warranty or statement relating to the Company or the Group
contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraud or
fraudulent misrepresentation made by that person;
10. represents and warrants that (i) the Placing Shares have not
been, and will not be, registered under the Securities Act; (ii) it
is and, at the time the Placing Shares are acquired, will be
outside the United States and acquiring the Placing Shares in an
"offshore transaction" in accordance with Rule 903 or Rule 904 of
Regulation S (iii) if acquiring the Placing Shares for the account
of one or more other persons, it has full power and authority to
make the representations, warranties, agreements, undertakings and
acknowledgements herein on behalf of each such person; (iv) it is
not acquiring the Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any
"general solicitation" or "general advertising" within the meaning
of Rule 502(c) of Regulation D of the Securities Act; and (v) it
will not publish, distribute or transmit this Announcement or any
other document or information related to the Placing, by any means
or media, directly or indirectly, in whole or in part, in or into
the United States;
11. acknowledges that in making any decision to acquire Placing
Shares it (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of subscribing for or purchasing the Placing Shares, (ii) will not
look to either Canaccord for all or part of any loss it may suffer
as a result of any such subscription or purchase, (iii) 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 Placing Shares,
(iv) is able to sustain a complete loss of an investment in the
Placing Shares and (v) has no need for liquidity with respect to
its investment in the Placing Shares;
12. undertakes, unless otherwise specifically agreed with
Canaccord, that it is not and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be, a resident of Australia, Canada, Japan or South Africa and
further acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Australia,
Canada, Japan or South Africa and, subject to certain exceptions,
may not be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into any of those jurisdictions;
13. acknowledges that the Placing Shares have not been and will
not be registered, and that a prospectus will not be cleared in
respect of any of the Placing Shares, under the securities laws or
legislation of the United States or any state or jurisdiction
thereof, Australia, Canada, Japan, or South Africa and, subject to
certain exceptions, may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into those
jurisdictions;
14. acknowledges that in order to ensure that the holders of the
Placing Shares comply with the resale requirements under SEC
legislation applicable to an offshore transaction under Regulation
S of the US Securities Act of 1933 (which restrict the sale of the
Placing Shares in to the US for a period of 12 months following
their issue), upon Admission, the Placing Shares will trade in the
Company's new restricted line of New Common Shares under the symbol
MYXR, and the Placing Shares, as represented by Depository
Interests, will be held in the CREST system and will be segregated
into a separate trading system within CREST identified with the
marker "REG S" and USU624551235 . The Company also maintains an
unrestricted line of Existing Common Shares trading under the
existing symbol MYX with ISIN US62847T2024.
15. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
16. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, UK Market Abuse
Regulation (as enacted though the European Union (Withdrawal) Act
2018 and as amended by the Financial Services Act 2021) ("MAR") and
in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering Regulations
2007 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;
17. where a Placee is acting as agent for discretionary managed
clients, Canaccord and the Company acknowledge that:
(a) the Placee is acting at all times as agent for and on behalf
of certain discretionary managed clients of whom it has
discretionary management authority (the "Funds");
(b) the Placee shall have no liability as principal to acquire
and pay for the Placing Shares allocated to it as agent for and on
behalf of the Funds or in respect of each Fund's obligations under
the Placing who will hold the Placing Shares through a custodian;
and
(c) all representations, warranties and undertakings are given
by the Placee as agent and not as principal.
17. represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person
it is duly authorised to do so and has full power to make the
acknowledgments, warranties, representations, undertakings, and
agreements herein on behalf of each such person;
18. if a financial intermediary, as that term is used in Article
3(2) of the EU Prospectus Directive, represents, warrants and
undertakes that the Placing Shares purchased by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in a Member State of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Canaccord has been
given to the offer or resale;
19. represents, warrants and undertakes that it has not offered
or sold and will not offer or sell any Placing 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 offer to the public in the United
Kingdom within the meaning of section 85(1) of the Financial
Services & Markets Act 2000 ("FSMA");
20. represents, warrants and undertakes that it has not offered
or sold and will not, prior to Admission, offer or sell any Placing
Shares to persons in the EEA 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 in and which will not result in an offer to the public
(within the meaning of the Prospectus Directive) in any member
state of the EEA;
21. represents, warrants and undertakes that it has only
communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
22. represents, warrants and undertakes that it has complied and
will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
23. represents and warrants, if in a member state of an Economic
Area, unless otherwise specifically agreed with Canaccord in
writing, that it is a "Qualified Investor";
24. represents and warrants, if in the United Kingdom, that it
is a person (i) having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the 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
this Announcement may otherwise lawfully be communicated;
25. acknowledges and agrees that no action has been or will be
taken by either the Company or Canaccord or any person acting on
behalf of the Company or Canaccord that would, or is intended to,
permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
26. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 Appendix) and will honour such obligations and that, to
the best of its knowledge and belief it has not taken any action or
omitted to take any action which will or may result in Canaccord,
the Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
27. undertakes that it (and any person acting on its behalf)
will make or procure payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time
and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as Canaccord may in its
sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such
sale fall short of the product of the relevant Issue Price and the
number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes
(together with any penalties) which may arise upon such placing or
sale of such Placee's Placing Shares;
28. acknowledges that neither Canaccord, nor any of its
affiliates, agents, directors, officers or employees is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that its participation in the Placing is on the basis that it
is not and will not be a client of Canaccord in connection with its
participation in the Placing and that Canaccord has no duty nor
responsibility to it for providing the protections afforded to its
clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
29. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Canaccord nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement;
30. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to the terms and conditions
set out in this Appendix, 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 Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (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 or procure payment for the
Placing Shares may be taken by either the Company or either
Canaccord 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;
31. except as set out in clause 32 below, represents and
warrants that it has neither received nor relied on any 'inside
information' (for the purposes of MAR and section 56 of the
Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of
material non-public information;
32. 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, it confirms 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: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
33. if it is a pension fund or investment company, its purchase
of Placing Shares is in full compliance with applicable laws and
regulations;
34. agrees that the Company and Canaccord and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements,
agreements, and undertakings which are given to Canaccord on their
own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises the Company and Canaccord 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;
35. neither of the Company nor Canaccord owes any fiduciary or
other duties to any Placee in respect of any acknowledgments,
confirmations, undertakings, representations, warranties or
indemnities in the Placing Agreement; and
36. its commitment to take up Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained
with respect to the Company or Canaccord's conduct of the
Placing.
The foregoing representations, warranties, agreements,
undertakings, acknowledgements and confirmations are given for the
benefit of the Company and Canaccord and are irrevocable. Each
Placee, and any person acting on behalf of the Placee, acknowledges
that neither the Company nor Canaccord owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
The agreement to allot and issue Placing 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 Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service.
The Company and Canaccord are not liable to bear any transfer
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees or for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises and notify Canaccord accordingly.
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, fines or penalties relating thereto) payable outside the
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that any Canaccord or any of its affiliates
may, at its absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Canaccord, any money held in an account with Canaccord
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules.
All times and dates in this Announcement may be subject to
amendment. Canaccord shall notify the Placees and any person acting
on behalf of the Placees of any changes.
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END
IOEURAARUVUOAUR
(END) Dow Jones Newswires
March 11, 2022 02:00 ET (07:00 GMT)
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