TIDMSBTX
RNS Number : 7415T
SkinBioTherapeutics PLC
16 November 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER "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, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION SECTION AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN SKINBIOTHERAPEUTICS PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF
SKINBIOTHERAPEUTICS PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
16 November 2023
SkinBioTherapeutics plc
("SkinBioTherapeutics" or the "Company")
Launch of Placing to raise a minimum of GBP3.0 million
Retail Offer to raise up to an additional GBP0.25 million via
Bookbuild Platform
SkinBioTherapeutics plc (AIM: SBTX or the "Company") a life
sciences company focused on skin health, announces a placing of new
ordinary shares of GBP0.01 each at a price of 19 pence per share
("Issue Price"), to raise gross proceeds of a minimum of GBP3.0
million ("Placing"). The Placing, which is being conducted by way
of an accelerated bookbuild, will commence immediately following
this Announcement.
In addition to the Placing, the Company is undertaking a
separate conditional retail offer to existing Shareholders via the
Bookbuild Platform to raise up to GBP0.25 million (before expenses)
at the Issue Price. The Retail Offer aims to provide existing
retail Shareholders in the Company an opportunity to participate in
the Fundraising at the same price as Placees. A separate
announcement will be made shortly by the Company regarding the
Retail Offer and its terms. Those investors who subscribe for New
Ordinary Shares pursuant to the Retail Offer will do so pursuant to
the terms and conditions of the Retail Offer contained in that
announcement. For the avoidance of doubt, the Retail Offer is not
part of the Placing.
Key features of the Fundraising
-- Placing to raise a minimum of GBP3.0 million through the
conditional issue of a minimum of 15,908,298 Placing Shares at 19
pence per share with new and existing institutional investors.
-- Retail Offer to raise up to an additional GBP0.25 million via
the Bookbuild Platform at the Issue Price to existing Shareholders
of the Company through certain intermediaries. A separate
announcement will be made shortly regarding the Retail Offer and
its terms.
-- The issue price of 19 pence per New Ordinary Share represents
a 9.5 per cent. discount to the closing middle market price of 21
pence per Ordinary Share on 15 November 2023, the last business day
prior to the announcement of the Fundraising.
-- The New Ordinary Shares are expected to be issued on Admission on 22 November 2023.
Use of proceeds
The net proceeds of the Fundraising will enable the Company to
advance its oral and inflammation programmes, continue roll-out of
its Axis-PS, study and subsequent commercialisation of acne
treatment, as well as general working capital. The Fundraising will
also strengthen the Company's balance sheet to assist with
negotiations on potential acquisition targets and partnership
discussions.
Stuart Ashman, CEO of SkinBioTherapeutics plc, said:
"The funds we are looking to raise are to help with the current
commercialisation and development strategy of AxisBiotix in skin
health, with our latest venture beginning in acne, as well as
providing a stronger financial base to support our strategic
partnering discussions around three of our other business pillars.
The funding will also support us with working capital and
strengthen our balance sheet whilst we are assessing potential
inorganic opportunities which can complement and enhance our
current sales and development pipeline. We are encouraged by the
quality of companies that would generate immediate value to us -
both financially and operationally and we anticipate updating
shareholders on these opportunities in the near term."
For further information
SkinBioTherapeutics plc Tel: +44 (0) 191
Stuart J . Ashman, CEO 495 7325
Manprit Randhawa, CFO
Cavendish Securities plc (Nominated Adviser Tel: +44 (0) 20
& Broker) 7397 8900
Giles Balleny, Dan Hodkinson (Corporate
Finance)
Charlie Combe (Broking)
Dale Bellis, Tamar Cranford-Smith (Sales)
Instinctif Partners (financial press) Tel: +44 (0) 20
Melanie Toyne-Sewell / Tim Field 7457 2020
SkinBio@instinctif.com
1. INTRODUCTION
The Company announces that it is launching a Placing to raise a
minimum of GBP3.0 million (before expenses), and is undertaking a
Retail Offer to raise up to an additional GBP0.25 million. The
Retail Offer provides retail investors who are existing
Shareholders with an opportunity to participate in the proposed
issue of New Ordinary Shares at the same price as the Placees.
The issue price of 19 pence per New Ordinary Share represents an
approximate 9.5 per cent. discount to the closing middle market
price of 21 pence per Existing Ordinary Share on 15 November 2023,
the last Business Day before the announcement of the
Fundraising.
The issue of the New Ordinary Shares is conditional, inter alia,
on Admission, which is expected to occur at 8:00 a.m. on 22
November 2023.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING
Background
SkinBioTherapeutics is a life sciences business focussed on
improving skin health via the microbiome with near term
opportunities in anti-ageing, treatment of skin conditions such as
psoriasis and acne, and wound barrier enhancement. The microbiome,
which encompasses the genetic material of all microbes - bacteria,
fungi, protozoa and viruses that live on and inside the human body,
is a high growth area of scientific research with a major
application in skin healthcare. According to a study by Data Bridge
Market Research, the global skin microbiome market is expected to
account for $2.2 billion in annualised revenues of
microbiome-related products and technologies by 2030.
As previously announced, the Company is targeting five specific
skin healthcare sectors; cosmetics skincare, food supplements for
the treatment of skin conditions, medical skin care, infection
control in both the home and the hospital environment and
pharmaceuticals for the prescribed treatment of skin conditions.
The Company is developing products to address these target sectors
through five pillars;
-- SkinBiotix (R) - the Company's core technology that is
designed to promote skin health by harnessing the beneficial
properties of probiotic bacteria, and the basis of the Company's
lead cosmetic product.
-- AxisBiotix(TM) - addressing the emerging area of science that
is focused on the gut-skin axis and its role in various
diseases.
-- MediBiotix(TM) - targeting the use of the SkinBiotix(R)
technology for medical device applications including the treatment
of eczema and woundcare.
-- CleanBiotix(TM) - targeting the use of the SkinBiotix (R)
technology to address certain categories of health care acquired
infections.
-- PharmaBiotix(TM) - an extension to the medical device and
AxisBiotix(TM) applications through a pathway of medicinal
prescription registrations.
The Company will also seek deals with multinationals with a view
to accelerating development of its ongoing internal projects and
has early discussions in three of its "pillars".
The Company has made significant operational and strategic
progress over the past year, supported by a fundraising which it
completed in January 2023. Notable developments include:
-- Launch of AxisBiotix-Ps(TM), a food supplement to alleviate
the symptoms associated with Psoriasis, for sale in Spain,
following initial launch in UK and USA.
-- Extension of existing contract with Sederma to enable
completion and assessment of SkinBiotix(TM) skincare studies
exploring potential supplementary applications, which could enhance
commercial opportunities. These studies are due to run from late
2023 into early 2024 following which the Company will look to enter
into a commercial agree with Croda and expects to receive royalty
revenues from this in 2024.
-- Launch and first sales of AxisBiotix-Ps(TM) in Italy and subsequently France.
-- Launch of a 60-day campaign in the UK aimed at Psoriasis sufferers.
-- Early discussions with companies including multinationals with a view to commercialising SkinBioTherapeutics products.
-- Commencement of a new UK consumer study into novel
acne-treatment formula, in partnership with Winclove Probiotics.
The Company is trialling two new formulas involving 300
participants who have acne-prone skin. Results from this study are
expected in Q1 2024.
The Company's short-term priority is to further develop and
commercialise its SkinBiotix (R) and AxisBiotix-Ps(TM)
technologies, both of which the Directors believe have multiple
applications and which benefit from faster routes to market with
shorter and/or less extensive regulatory hurdles. Over the longer
term, the Company will develop its MediBiotix(TM), CleanBiotix(TM)
and PharmaBiotix(TM) technologies, which the Directors believe have
the potential to service substantial addressable markets but which
are deemed to have longer and/or more expensive regulatory pathways
to commercialisation.
The Directors are pleased with the progress of SkinBiotix, its
skin product designed to enhance the skin's natural barrier for
cosmetic applications, in particular the anti-aging segment. The
Company has partnered with Sederma, a subsidiary of Croda, the FTSE
100 Company with a large global portfolio of c. 12,000 customers,
which has been undertaking scale up and testing of the product
including extensive assessment studies on the application of the
technology. During the assessment, Croda have observed unexpected
technical benefits which show significant potential supplementary
applications within skin care cosmetics and the parties have
extended the agreement in order to be able to undertake additional
studies which should complete in Q1 2024, a six month delay on the
expected timings. The proposed route to commercialisation is
through royalties paid to the Company by Croda on the sales of
SkinBiotix as an additive to the cosmetics products and the Company
is expecting to enter into a commercialisation agreement with Croda
following completion of the additional trials. The Directors
therefore believe that the Company is well placed to generate
royalty revenues from SkinBiotix in 2024.
The Directors are pleased to report progress with AxisBiotix,
targeting Psoriasis. The key objective of AxisBiotix is to use
bacteria to modulate the immune system and enhance the gut barrier,
targeting the relationship between the gut and skin and its role in
skin conditions. Using its proprietary blend of probiotics, it is
designed to slow down production of new skin cells. In February
2021, the Company completed a home-based patient study. Of
participants that enrolled onto the study, 177 identified
themselves as suffering from mild to moderate psoriasis. Of these,
142 commenced the study and completed the day 7 questionnaire with
91 reporting for the entire 56 day study period.
Users of the product suffering from Psoriasis reported
significantly less itchy, less red and less irritable skin with
fewer flaky patches. Having launched initially in the UK and USA,
the Company has launched the product in a further three European
countries; Spain, Italy and France.
AxisBiotix is currently marketed as a food supplement, taken
daily as a single sachet dissolved in water. Further routes to
market are expected through B2B and B2C channels, and the Company
is currently exploring additional applications within the treatment
of Acne, Contact dermatitis, Dandruff, Rosacea and overall skin
health.
In October 2023, the Company announced that it intended to
commence new consumer study into acne with two new formulas to be
trialled to compare efficacy against the most common skin
condition. The study will take place in the UK and involved 300
participants who have acne-prone skin. The products will be mailed
to participants who are expected to record their experience of
using the product in a weekly questionnaire over eight weeks, over
which they are expected to take the product daily. A follow-up
questionnaire will be provided one month after the participants
stop taking their allocated product.
The study will be conducted in partnership with Winclove
Probiotics and is expected to be completed commence by the end of
2023, with results in Q1 2024.
M&A Strategy
In addition to the organic growth opportunities detailed above,
the Board is also seeking to grow the business through selected
acquisitions, adopting a buy-and-build strategy to seek to create a
specialist dermatology group targeting approximately GBP50m in
annualised revenues and GBP6m in EBITDA within 18 months. The
Company has identified an initial pipeline of businesses within the
dermatology sector and is in discussions with selected potential
targets.
The M&A strategy is intended to be conducted in two phases;
with the first phase being to acquire smaller business generating
revenues of between GBP1m and GBP4m, followed by a second phase of
acquiring larger entities generating revenues of more than GBP5m.
Acquisition criteria include companies that not only bring earnings
accretion and scale, but also enhance the Company's R&D,
manufacturing, sales and marketing channels, IP and commercial
capabilities.
No funding from the Fundraising will be used for implementing
the M&A strategy and the Company believes that approximately
GBP20m of external funding would be required to implement its
two-phase acquisition strategy. The Company is looking at a number
of potential funding options for the M&A strategy including
debt (including convertible debt) and equity instruments. No final
terms have been agreed and there is no certainty that terms will be
agreed and funding provided on suitable terms, or at all, to
implement the strategy.
3. USE OF PROCEEDS
The net proceeds of the Placing are expected to be a minimum of
c. GBP2.7 million. Any funds raised in the Retail Offer of up to
GBP0.25 million (before expenses) will be in addition to this
amount. The proceeds of the Fundraising will enable the Company to
advance its oral and inflammation programmes, continue roll-out of
its Axis-PS, fund its study and subsequent commercialisation of
acne treatment, as well as general working capital. The Fundraising
will also strengthen the Company's balance sheet to assist with
negotiations on potential acquisition targets.
The net proceeds of the Fundraising are expected to be applied
as follows:
R&D Approximate amount
Oral study GBP300k
-------------------
Acne Study & launch GBP50k
-------------------
Inflammation Study GBP100k
-------------------
General R&D GBP100k
-------------------
Consumables GBP100k
-------------------
Working capital Approximate amount
Staff GBP1,300k
-------------------
Intellectual property GBP200k
-------------------
European rollout of GBP50k
AxisBiotix
-------------------
Marketing GBP200k
-------------------
General expenditure 50k
-------------------
PLC costs GBP300k
-------------------
The balance of any net proceeds shall be used for additional
working capital. The Company will not utilise any monies raise from
investors claiming VCT or EIS relief in relation to their Placing
Shares for acquisitions.
The net proceeds of the Placing will be sufficient on the
Company's current business plan to fund the business for at least
the next 12 months.
4. CURRENT TRADING
As stated in the Company's trading update released on 25 October
2023, trading for the full financial year to June 2023 remains in
line with market expectations. Cash at year end was GBP1.3m, ahead
of expectations of GBP1.1m, and the Company continues to control
its costs.
Since the year end, the Company has continued to roll out
AxisBiotix-Ps with approval in France and Italy to add to the
previously announced launch in Spain. The Company also continues to
progress the development of the Acne product with launch of a
consumer study.
As previously noted, the Company's partner, Croda is looking to
undertake additional studies on SkinBiotix(TM) based on the
discovery of significant additional bacterial activity. The studies
are expected to commence in Q4 2023 with results in Q1 2024.
The Company continues to actively monitor potential accretive
M&A targets and has been encouraged by its initial engagement
with a number of potential targets. The Board hopes to be able to
complete at least one accretive transformational acquisition in the
near term, subject to being able to obtain funding on appropriate
terms.
There has been no material change in trading or financial
position since this trading update was announced.
5. THE PLACING
The Company is proposing to raise a minimum of GBP 3.0 million
before expenses by the issue of the Placing Shares at 19 pence per
new Ordinary Share to certain Shareholders and new investors. The
Placing Shares represent 9.5 per cent. of the existing issued share
capital of the Company and will, when issued, rank pari passu with
the existing Ordinary Shares in the Company.
Institutional and other investors have conditionally agreed to
subscribe for the Placing Shares at the Issue Price. The Placing
has not been underwritten.
The New Ordinary Shares will be issued, conditional, inter alia,
on Admission and will utilise the Company's existing authorities to
issue up to 17,313,885 ordinary shares on a non-preemptive basis
granted at the General Meeting on 30 January 2023.
The Placing is conditional, inter alia, on:
-- the Placing Agreement becoming unconditional in all relevant
respects and not having been terminated in accordance with its
terms prior to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 22
November 2023 or such other date (being not later than 8.00 a.m. on
15 December 2023) as Cavendish and the Company may agree.
The Directors believe that the New Ordinary Shares to be issued
pursuant to the Placing will meet the requirements of section 173
ITA for the purposes of the EIS and the Company is a Qualifying
Holding and the New Ordinary Shares are eligible shares for the
purposes of investment by VCTs. The Company does not propose for
the Retail Offer Shares to be treated as VCT/EIS qualifying.
Under the terms of the Placing Agreement, Cavendish has
conditionally agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. The Placing
Agreement contains certain warranties and indemnities from the
Company in favour of Cavendish and Cavendish may terminate the
Placing Agreement in certain customary circumstances.
6. THE RETAIL OFFER
The Company values its retail Shareholder base and believes that
it is appropriate to provide its existing retail Shareholders
resident in the United Kingdom the opportunity to participate in
the Retail Offer at the Issue Price. The Retail Offer is separate
from the Placing and Cavendish owes the Company no obligations in
respect of the Retail Offer.
The Company is therefore using the Bookbuild platform to make
the Retail Offer available in the United Kingdom through the
financial intermediaries (normally a broker, investment platform or
wealth manager) which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/J1YRR7/authorised-intermediaries .
Cavendish will be acting as retail offer coordinator in relation to
this Retail Offer (the "Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth
manager ("Intermediary") to participate in the Retail Offer. In
order to participate in the Retail Offer, each intermediary must be
on-boarded onto the BookBuild platform and agree to the final terms
and the retail offer terms and conditions, which regulate, inter
alia, the conduct of the Retail Offer on market standard terms and
provide for the payment of commission to any intermediary that
elects to receive a commission and/or fee (to the extent permitted
by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any intermediary are for its own
account. Investors should confirm separately with any intermediary
whether there are any commissions, fees or expenses that will be
applied by such intermediary in connection with any application
made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the
United Kingdom at 8:00am on 17 November 2023. The Retail Offer is
expected to close at 4:30pm on 20 November 2023. Investors should
note that financial intermediaries may have earlier closing times.
The Retail Offer may close early if it is oversubscribed.
The Retail Offer the subject of this announcement is and will,
at all times, only be made to, directed at and may only be acted
upon by those persons who are, shareholders in the Company. To be
eligible to participate in the Retail Offer, applicants must meet
the following criteria before they can submit an order for Retail
Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the
United Kingdom and (iii) be a shareholder in the Company (which may
include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other
unincorporated organisations and includes persons who hold their
shares in the Company directly or indirectly through a
participating intermediary). For the avoidance of doubt, persons
who only hold CFDs, Spreadbets and/or similar derivative
instruments in relation to shares in the Company are not eligible
to participate in the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application for subscription under the Retail Offer without giving
any reason for such rejection.
It is important to note that once an application for Retail
Offer Shares has been made and accepted via an intermediary, it
cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018. It is a term of the Retail Offer that
the aggregate total consideration payable for the Retail Offer
Shares will not exceed GBP250,000.00 (or the equivalent in Euros).
The exemption from the requirement to publish a prospectus, set out
in section 86(1)(e) of the Financial Services and Markets Act 2000
(as amended), will apply to the Retail Offer.
A separate announcement will be made by the Company regarding
the Retail Offer and its terms.
Conditional on Admission taking effect, up to 1,315,789 Retail
Offer Shares will be issued pursuant to the Retail Offer at the
Issue Price to raise proceeds of up to GBP0.25 million (before
expenses). The Retail Offer Shares, when issued and fully paid,
will rank pari passu in all respects with the Existing Ordinary
Shares (including the Placing Shares).
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the launch of the Placing 4.30 p.m. on 16 November
2023
Announcement of the results of the Placing 7.00 a.m. on 17 November
2023
Admission effective and commencement of 8.00 a.m. on 22 November
dealings in the New Ordinary Shares on AIM 2023
CREST members' accounts credited in respect 22 November 2023
of New Ordinary Shares in uncertificated
form
Despatch of definitive share certificates Within 10 Business Days
for New Ordinary Shares in certificated of Admission
form
Announcement of the results of the Retail 21 November 2023
Offer
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of an announcement through a Regulatory
Information Service.
All references to time and dates in this document are to time
and dates in London.
KEY STATISTICS
Number of Existing Ordinary Shares 173,138,854
Minimum number of Placing Shares 15,908,298
Maximum number of Retail Offer Shares 1,315,789
Issue Price 19 pence
Percentage of the Enlarged Share Capital represented 9.0 per cent.
by the New Ordinary Shares*
Minimum gross proceeds of the Placing GBP 3.0 million
Maximum gross proceeds of the Retail Offer GBP 0.25 million
Estimated net proceeds of the Fundraising* Up to GBP 3.0 million
Estimated enlarged Share Capital immediately
following the Fundraising* 190,362,941
*Assuming full take up under the Retail Offer and minimum number
of Placing Shares are issued. A further announcement will be issued
in due course confirming the final number of shares to be issued on
Admission.
DEFINITIONS
The following de nitions apply throughout this document unless
the context otherwise requires:
"Act" the Companies Act 2006 (as amended);
"AIM" the market of that name operated by
the London Stock Exchange;
-------------------------------------------------
"AIM Rules for Companies" the AIM Rules for Companies, as published
and amended from time to time by the
London Stock Exchange;
-------------------------------------------------
"Admission" the admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules
-------------------------------------------------
"Board" or "Directors" the directors of the Company as at the
date of this document, whose names are
set out on page 3 of this document;
-------------------------------------------------
"Business Day" any day (excluding Saturdays and Sundays)
on which banks are open in London for
normal banking business and the London
Stock Exchange is open for trading;
-------------------------------------------------
"Cavendish" means Cavendish Securities plc, a company
incorporated in England and Wales with
company number 05210733, authorised
and regulated by the Financial Conduct
Authority.
-------------------------------------------------
"certificated" or "in where an Ordinary Share is not in uncertificated
certificated form" form (i.e. not in CREST);
-------------------------------------------------
"Chairman" the chairman of the Board;
-------------------------------------------------
"Company" or "SkinBio" SkinBioTherapeutics plc, a company registered
in England and Wales with registered
number 09632164;
-------------------------------------------------
"CREST" the relevant system for the paperless
settlement of trades and the holding
of uncerti cated securities operated
by Euroclear UK & Ireland Limited in
accordance with the CREST Regulations;
-------------------------------------------------
"CREST Manual" the CREST Manual referred to in agreements
entered into by Euroclear and available
at www.euroclear.com;
-------------------------------------------------
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the
CREST Regulations);
-------------------------------------------------
"CREST participant" a person who is, in relation to CREST,
a system-participant (as defined in
the CREST Regulations);
-------------------------------------------------
"CREST participant ID" shall have the meaning given in the
CREST Manual;
-------------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment
or subordinate legislation which amends
or supersedes those regulations and
any applicable rules made under those
regulations or any such enactment or
subordinate legislation for the time
being in force;
-------------------------------------------------
"CREST sponsor" a CREST participant admitted to CREST
as a CREST sponsor;
-------------------------------------------------
"CREST sponsored member" a CREST member admitted to CREST as
a CREST sponsored member;
-------------------------------------------------
"Enlarged Share Capital" the entire issued share capital of the
Company on Admission;
-------------------------------------------------
"Euroclear" Euroclear UK & International Limited;
-------------------------------------------------
"Existing Ordinary Shares" the 173,138,854 Ordinary Shares in issue
at the date of this document;
-------------------------------------------------
"FCA" the Financial Conduct Authority of the
United Kingdom;
-------------------------------------------------
"FSMA" the Financial Services and Markets Act
2000 (as amended);
-------------------------------------------------
"Fundraising" the Placing and the Retail Offer;
-------------------------------------------------
"Group" the Company and its subsidiaries (as
defined in the Act);
-------------------------------------------------
"Intermediaries" broker or wealth manager to an eligible
retail Shareholder in the Retail Offer
and "Intermediary" shall mean any one
of them;
-------------------------------------------------
"Issue Price" 19 pence per New Ordinary Share;
-------------------------------------------------
"ITA" UK Income Tax Act 2007;
-------------------------------------------------
"London Stock Exchange" London Stock Exchange plc;
-------------------------------------------------
"New Ordinary Shares" the Placing Shares and/or the Retail
Offer Shares (as the context permits);
-------------------------------------------------
" Official List " the Official List of the FCA;
-------------------------------------------------
"Ordinary Shares" the ordinary shares of 1 penny each
in the capital of the Company in issue
from time to time;
-------------------------------------------------
"Placees" subscribers for the Placing Shares;
-------------------------------------------------
"Placing Agreement" the conditional placing agreement entered
into between the Company and Cavendish
in respect of the Placing, dated 16
November 2023 , as described in this
document;
-------------------------------------------------
"Placing" the proposed placing by Cavendish (as
agent for the Company) of the Placing
Shares with certain institutional investors
and existing Shareholders, otherwise
than on a pre-emptive basis, at the
Issue Price on the terms of the Placing
Agreement;
-------------------------------------------------
"Placing Shares" the new Ordinary Shares to be issued
pursuant to the Placing;
-------------------------------------------------
"Prospectus Regulation" the prospectus regulation rules of the
FCA made under section 73A of FSMA;
-------------------------------------------------
"Prospectus Rules" the rules made by the FCA under Part
VI of FSMA in relation to offers of
transferable securities to the public
and admission of transferable securities
to trading on a regulated market;
-------------------------------------------------
"Registrar" Share Registrars Limited, the Company's
registrar;
-------------------------------------------------
"Regulatory Information has the meaning given to it in the AIM
Service" Rules;
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" Retail Offer " means the retail offer to be made by
the Company on the day of the Placing
Announcement via the Bookbuild Platform
to retail investors situated in the
United Kingdom to subscribe for Retail
Offer Shares at the Issue Price
-------------------------------------------------
"Retail Offer Shares" the up to 1,315,789 New Ordinary Shares
to be issued pursuant to the Retail
Offer;
-------------------------------------------------
"Securities Act" US Securities Act of 1933 (as amended);
-------------------------------------------------
"Shareholders" the holders of Existing Ordinary Shares,
and the term "Shareholder" shall be
construed accordingly;
-------------------------------------------------
"uncerti cated" or "uncerti means recorded on the relevant register
cated form" or other record of the share or other
security concerned as being held in
uncerti cated form in CREST, and title
to which, by virtue of the CREST Regulations,
may be transferred by means of CREST;
-------------------------------------------------
"United Kingdom" or the United Kingdom of Great Britain
"UK" and Northern Ireland;
-------------------------------------------------
"GBP" or "Pounds" UK pounds sterling, being the lawful
currency of the United Kingdom.
-------------------------------------------------
IMPORTANT INFORMATION
Cavendish Securities Plc ("Cavendish"), which is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom, is acting as nominated adviser and as sole bookrunner and
sole broker in connection with the Placing.
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
Cavendish or by any of their respective affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Placing
Shares have not been, and will not be, registered under the United
States Securities Act of 1933 as amended or qualified for sale
under the laws of any state of the United States or under the
applicable laws of any of Canada, Australia, the Republic of South
Africa or Japan and, subject to certain exceptions, may not be
offered or sold in the United States or to, or for the account or
benefit of, US persons (as such term is defined in Regulation S
under the United States Securities Act of 1933) or to any national,
resident or citizen of Canada, Australia, the Republic of South
Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the Placing Shares in certain jurisdictions other than
the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction where the
extension or availability of the Placing would breach any
applicable law (together the "Restricted Jurisdictions" and each
being a "Restricted Jurisdiction"). Shareholders with registered
addresses, or who are citizens or residents of, or incorporated in,
countries outside of the United Kingdom and any person (including,
without limitation, nominees and trustees), who have a contractual
or other legal obligation to forward this Announcement to a
jurisdiction outside the UK should seek appropriate advice before
taking any action.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or 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 Company and its subsidiary undertakings 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 Company's present and future business
strategies and the environment in which the Company 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 governing the admission to and
operation of AIM published by the London Stock Exchange as amended
from time to time (the "AIM Rules").
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Cavendish will not be responsible to any person other than the
Company for providing the protections afforded to clients of
Cavendish or for providing advice to any other person in connection
with the Placing or any acquisition of shares in the Company.
Cavendish is not making any representation or warranty, express or
implied, as to the contents of this Announcement. Cavendish has not
authorised the contents of, or any part of, this Announcement, and
no liability whatsoever is accepted by Cavendish for the accuracy
of any information or opinions contained in this Announcement or
for the omission of any material information.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM market of the London Stock
Exchange.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement 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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS
REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU
QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU)
2017/1129 AS AMED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS
DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED
INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) ARE PERSONS
TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States. The Placing is being made solely outside
the United States to persons in offshore transactions (as defined
in Regulation S under the Securities Act ("Regulation S")) meeting
the requirements of Regulation S. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any Restricted Jurisdiction. This announcement and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Cavendish Securities Plc, or
Cavendish Affiliates or Skinbio Affiliates (as defined below) that
would permit an offer of the 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 such
restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation and the EU Prospectus
Regulation from the requirement to produce a prospectus. The
Placing Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan, or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan, the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
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.
Any indication in this Announcement of the price at which the
existing ordinary shares in the capital of the Company 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 and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Neither the content of the Company's website (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.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral and/or written legally binding offer to
subscribe for Placing Shares is deemed to have read and understood
this Announcement in its entirety (including this Appendix) and to
be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the placing agreement with
Cavendish Securities Plc ("Cavendish") (the Company's Nominated
Adviser and sole broker and bookrunner in connection with the
Placing) (the "Placing Agreement"). Pursuant to the Placing
Agreement, Cavendish has, subject to the terms and conditions set
out therein, agreed to use reasonable endeavours, as agent of the
Company, to procure subscribers for the Placing Shares pursuant to
the bookbuilding process described in this Announcement and as set
out in the Placing Agreement ("Bookbuilding Process").
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company (the "Articles"), be credited as
fully paid and rank pari passu in all respects with each other and
with the existing ordinary shares in the capital of the Company
then in issue, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
ordinary shares of the Company after Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to AIM. Subject to the satisfaction
or waiver of the conditions of the Placing Agreement
("Conditions"), it is expected that Admission will take place and
dealings in the Placing Shares will commence on AIM on or around
8.00 a.m. on 22 November 2023.
Bookbuilding Process
Commencing today, Cavendish will be conducting the Bookbuilding
Process to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
However, Cavendish will be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as it may, after
consultation with the Company, determine. No commissions will be
paid by or to Placees in respect of any participation in the
Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Cavendish. Cavendish and Cavendish Affiliates are
entitled to participate as Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 7.00 a.m. on 17
November 2023, but may be closed at such earlier or later time as
Cavendish may, in its absolute discretion (after consultation with
the Company), determine. The announcement containing the results of
the accelerated bookbuild will be released following the close of
the Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with Cavendish's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Cavendish. Each bid should either state the number of Placing
Shares which the prospective Placee wishes to subscribe for or a
fixed monetary amount at, in either case, the Issue Price. If
successful, Cavendish will re-contact and confirm orally to Placees
following the close of the Bookbuilding Process the size of their
respective allocations and a trade confirmation will be despatched
as soon as possible thereafter. Cavendish's oral confirmation of
the size of allocations and each Placee's oral commitments to
accept the same will constitute an irrevocable legally binding
agreement in favour of the Company and Cavendish pursuant to which
each such Placee will be required to accept the number of Placing
Shares allocated to the Placee at the Issue Price on the terms and
subject to the conditions set out herein and in accordance with the
Articles. Each Placee's allocation and commitment will be evidenced
by a trade confirmation issued to such Placee by Cavendish. The
terms of this Appendix will be deemed incorporated in that trade
confirmation.
Cavendish reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing
is oversubscribed. Cavendish also reserves the right not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of
Cavendish and the Company.
Each Placee's obligations will be owed to the Company and to
Cavendish. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Cavendish, as agent of
the Company, to pay to (or as Cavendish may direct) in cleared
funds an amount equal to the product of the Issue Price and the
number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of Cavendish, any
holding company of Cavendish, any subsidiary of Cavendish, any
subsidiary of any such holding company, any branch, affiliate or
associated undertaking of any such company nor any of their
respective directors, officers and employees (each an "Cavendish
Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Cavendish,
any Cavendish Affiliate nor any person acting on their behalf shall
have any liability (including, to the extent legally permissible,
any fiduciary duties), in respect of its conduct of the
Bookbuilding Process or of such alternative method of effecting the
Placing as Cavendish may determine.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 clients, as
defined in point (8) of Article 2 of the UK Prospectus Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who
meet the criteria of professional clients as defined in Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by
EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission
Delegated Directive EU 2017/593 supplementing MiFID II; 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
"EU Target Market Assessment" and, together with the UK Target
Market Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, 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
Assessments are without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions to the
Placing. Furthermore, it is noted that, notwithstanding the Target
Market Assessments, Cavendish will only procure investors who meet
the criteria of professional clients or eligible
counterparties.
For the avoidance of doubt, the Target Market Assessments do not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of COBS (for the purposes of the UK Target Market
Assessment) or MiFID II (for the purposes of the EU Target Market
Assessment); 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.
Persons who are invited to and who choose to participate in the
Placing, by making an oral and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this
Announcement in its entirety and to be making such offer to acquire
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Placing
Shares has been given and who has been invited to participate in
the Placing by Cavendish.
All obligations of Cavendish under the Placing will be subject
to fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Cavendish under the Placing Agreement are
conditional, amongst other things, on:
1. the placing results announcement being released at the relevant time;
2. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement, and at all times during
the period up to and including Admission;
3. the performance by the Company in all material respects of
its obligations under the Placing Agreement to the extent that they
fall to be performed prior to Admission;
4. there not occurring, in the opinion of Cavendish (acting in
good faith), a material adverse change, or any development
reasonably likely to involve a prospective material adverse change,
in the condition (financial, operational, legal or otherwise) or
the earnings, business affairs or business prospects of the Company
or the Group which is material in the context of the Group taken as
a whole, whether or not arising in the ordinary course of business
and whether or not foreseeable at the date of this Agreement, since
the date of the Placing Agreement;
5. Admission occurring not later than 8.00 a.m. on or around 22
November 2023 or such later time and/or date as Cavendish may agree
in writing with the Company (but in any event no later than 8.00
a.m. on 15 December 2023).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by
Cavendish), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. None of Cavendish, the Company, any Cavendish Affiliate,
nor any holding company of the Company, any subsidiary of the
Company, any subsidiary of any such holding company, any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each a "Skinbio
Affiliate") 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 it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that
Cavendish's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Cavendish may, at any time before Admission and in its absolute
discretion, terminate the Placing Agreement with immediate effect
if, amongst other things:
1. any statement contained in the Placing Documents is, or has
become, or has been discovered to be untrue, incorrect or
misleading or that there has been a material omission
therefrom;
2. any of the warranties, was, when given, or becomes, untrue,
inaccurate or misleading;
3. the Company has failed to or is unable to comply with any of
its obligations under the Placing Agreement;
4. trading in the Company's shares on AIM is suspended or cancelled;
5. the appointment of Cavendish as agent of the Company is
terminated for whatever reason;
6. the Company or any of its directors becomes subject to an
investigation by the AIM Regulation team of London Stock
Exchange
7. in the opinion of Cavendish (acting in good faith), there has
been a material adverse change or any development reasonably likely
to involve a prospective material adverse change (including, but
not limited to, the deterioration of the health of any key member
of management of the Company), in the condition (financial,
operational, legal or otherwise) or the earnings, business affairs
or business prospects of the Company or the Group which is material
in the context of the Group as a whole taken as a whole, whether or
not arising in the ordinary course of business and whether or not
foreseeable at the date of Placing Agreement, since the date of the
Placing Agreement; and
8. in the opinion of Cavendish (acting in good faith), there has
been, (i) any change, or development involving a prospective
change, in national or international, military, diplomatic,
monetary, economic, political, financial, industrial or market
conditions or exchange rates or exchange controls, or any incident
of terrorism or outbreak or escalation of hostilities or any
declaration by the UK or the US of a national emergency or war or
any other calamity or crisis whether or not foreseeable at the date
of this Agreement, (ii) a suspension of trading in securities
generally on the London Stock Exchange or New York Stock Exchange
or trading is limited or minimum prices established on any such
exchange; (iii) a declaration of a banking moratorium in London or
by the US federal or New York State authorities or any material
disruption to commercial banking or securities settlement or
clearance services in the US or the UK, which would or would be
likely to prejudice materially the Company or the Placing, or make
the success of the Placing doubtful or makes it impracticable or
inadvisable to proceed with the Placing, or render the creation of
a market in the ordinary share capital of the Company temporarily
or permanently impracticable, then Cavendish may, in its absolute
discretion, by notice in writing to the Company (or by orally
communicating the same to any director of the Company), terminate
this Agreement with immediate effect.
By participating in the Placing, each Placee agrees with
Cavendish that the exercise by Cavendish of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Cavendish and that Cavendish
need not make any reference to the Placees in this regard and that,
to the fullest extent permitted by law, neither the Company,
Cavendish, any Cavendish Affiliate nor any Skinbio Affiliate shall
have any liability whatsoever to the Placees in connection with any
such exercise or failure to so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the EU Prospectus Regulation or the UK Prospectus
Regulation) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement. In the United Kingdom,
this Announcement is being directed solely at and distributed and
communicated solely to persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Cavendish and the
Company that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of
Cavendish (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
trade confirmation referred to below), any Cavendish Affiliate, any
persons acting on its or their behalf or the Company or any
Cavendish Affiliate and none of Cavendish, any Cavendish Affiliate,
any persons acting on their behalf, the Company, any Skinbio
Affiliate nor any persons acting on their behalf will be liable for
the decision of any Placee to participate in the Placing based on
any other information, representation, warranty or statement which
the Placee may have obtained or received (regardless of whether or
not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges to and
agrees with Cavendish for itself and as agent for the Company that,
except in relation to the information contained in this
Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the DVP
mechanism, subject to certain exceptions. Cavendish reserves the
right to require settlement for and delivery of the Placing Shares
to Placees by such other means as Cavendish may deem necessary,
including, without limitation, 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.
The expected timetable for settlement will be as follows:
Admission
Trade Date 20 November 2023
Settlement Date 22 November 2023
ISIN Code GB00BF33H870
SEDOL BF33H87
CREST ID for Cavendish 601/KLCLT
Each Placee allocated Placing Shares in the Placing will be sent
either a contract note or a trade confirmation stating the number
of Placing Shares allocated to it, the Issue Price, the aggregate
amount owed by such Placee to Cavendish and settlement
instructions. Placees should settle against the Cavendish CREST ID
shown above. It is expected that such trade confirmation will be
despatched on the expected trade date shown above. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions which it has in place
with Cavendish.
It is expected that settlement will take place on the Settlement
Date shown above on a DVP basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by
Cavendish.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above the base rate of Barclays
Bank Plc as determined by Cavendish.
Each Placee is deemed to agree that if it does not comply with
these obligations, Cavendish may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain
from the proceeds, for Cavendish's own account and profit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The Placee will, however, remain liable for any
shortfall below the aggregate amount owed by such Placee and it may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee 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 the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Cavendish nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, warranties and terms
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
represents, warrants, undertakes, acknowledges, understands and
agrees (for itself and for any such prospective Placee) in favour
of Cavendish and the Company that (save where Cavendish expressly
agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety
(including this Appendix) and acknowledges that its participation
in the Placing and the issue of the Placing Shares will be governed
by the terms of this Announcement (including this Appendix);
2. no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Bookbuilding Process, the Placing or the
Placing Shares or is required under the EU Prospectus Regulation or
the UK Prospectus Regulation;
3. to indemnify on an after-tax basis and hold harmless each of
the Company, Cavendish, Cavendish Affiliates and Skinbio Affiliates
and any person acting on their behalf from any and all costs,
losses, 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 in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
4. the Placing Shares will be admitted to AIM and the Company is
therefore required to publish and has published certain business
and financial information in accordance with the AIM Rules and the
UK version of the Market Abuse Regulation (EU 596/2014) which forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR") and other applicable laws and regulations (the
"Exchange Information"), which includes the Company's announcements
and circulars published in the past 12 months, and that the Placee
is able to obtain or access this Exchange Information without undue
difficulty and is aware of and has reviewed the contents of the
Exchange Information;
5. none of Cavendish, any Cavendish Affiliate or any person
acting on their behalf has provided, and will not provide, it with
any material or information regarding the Placing Shares or the
Company; nor has it requested any of Cavendish, nor any Cavendish
Affiliate nor any person acting on their behalf to provide it with
any such material or information;
6. (i) none of Cavendish or any Cavendish Affiliate or any
person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of Cavendish and that Cavendish does not
have any duties or responsibilities to it (or any person acting on
behalf of a Placee) for providing the protections afforded to its
clients or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings,
agreements 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, and (ii) neither it
nor, as the case may be, its clients expect Cavendish to have any
duties or responsibilities to it similar or comparable to the
duties of "best execution" and "suitability" imposed by the Conduct
of Business Sourcebook contained in the FCA's Handbook of Rules and
Guidance, and that Cavendish is not acting for it or its clients,
and that Cavendish will not be responsible to any person other than
the Company for providing protections afforded to its clients;
7. the content of this Announcement is exclusively the
responsibility of the Company and that none of Cavendish, nor any
Cavendish Affiliate nor any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in
this Announcement or any information previously published by or on
behalf of the Company. None of Cavendish, nor any Cavendish
Affiliate nor any person acting on their behalf will 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 to subscribe
for the Placing Shares is contained in this Announcement, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares, and that it has relied
on its own investigation with respect to the Placing Shares and the
Company in connection with its decision to subscribe for the
Placing Shares and acknowledges that it is not relying on any other
information whatsoever and in particular it is not relying on any
investigation that Cavendish, any Cavendish Affiliate 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
representations to it, express or implied, with respect
thereto;
8. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has had sufficient
time to consider and conduct its own investigation in connection
with its subscription for the Placing Shares, including all tax,
legal and other economic considerations and has relied upon its own
examination of, and due diligence on, the Company, and the terms of
the Placing, including the merits and risks involved;
9. unless paragraph 10 applies, it has neither received nor
relied on any inside information for the purposes of UK MAR and
section 56 of the Criminal Justice Act 1993 (the "CJA") in relation
to the Company or its participation in the Placing;
10. if it has received any inside information (for the purpose
of UK MAR and section 56 of the CJA) in relation to the Company and
its securities in advance of the Placing, it has consented to
receive inside information for the purposes of UK MAR and the CJA
and it acknowledges that it was an insider or a person who has
received a market sounding for the purpose of such legislation and
it confirms that it has not: (a) dealt (or attempted to deal) in
the securities of the Company (or cancelled or amended an order in
relation thereto); (b) encouraged, recommended or induced another
person to deal in the securities of the Company (or to cancel or
amend an order in relation thereto); and (c) unlawfully disclosed
inside information to any person, in each case, prior to the
information being made publicly available;
11. it is not entitled to rely on any information (including,
without limitation, any information contained in any management
presentation given in relation to the Placing) other than that
contained in this Announcement (including this Appendix) and any
Exchange Information and represents and warrants that it has not
relied on any representations relating to the Placing, the Placing
Shares or the Company other than the information contained in this
Announcement or in any Exchange Information;
12. it has not relied on any information relating to the Company
contained in any research reports prepared by Cavendish or any
Cavendish Affiliate or any person acting on their behalf and
understands that (i) none of Cavendish, nor any Cavendish Affiliate
nor any person acting on their behalf has or shall have any
liability for any public information relating to the Company; (ii)
none of Cavendish, nor any Cavendish Affiliate, nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of Cavendish, nor
any Cavendish Affiliate, nor any person acting on their behalf
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or
otherwise;
13. (i) it is entitled to acquire the Placing Shares for which
it is subscribing under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee,
all necessary consents and authorities to agree to the terms set
out or referred to in this Appendix) which may be required or
necessary in connection with its subscription for Placing Shares
and its participation in the Placing and has complied with all
other necessary formalities in connection therewith; (iii) it has
all necessary capacity and authority to commit to participation in
the Placing and to perform its obligations in relation thereto and
will honour such obligations; (iv) it has paid any issue, transfer
or other taxes due in connection with its subscription for Placing
Shares and its participation in the Placing in any territory; and
(v) it has not taken any action which will or may result in the
Company, Cavendish or any Cavendish Affiliate or Skinbio Affiliate
or any person acting on their behalf being in breach of the legal
and/or regulatory requirements of any territory in connection with
the Placing;
14. 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;
15. it understands that the Placing Shares have not been and
will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United
States and are not being offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities
Act;
16. its acquisition of the Placing Shares has been or will be
made in an "offshore transaction" as defined in and pursuant to
Regulation S;
17. it will not offer or sell, directly or indirectly, any of
the Placing Shares in the United States except in accordance with
Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act;
18. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation: (a) any Placing
Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of
Cavendish has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the
United Kingdom other than UK Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
19. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation: (i) the Placing
Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any member state of the EEA or to which
the EU Prospectus Regulation otherwise applies other than EU
Qualified Investors or in circumstances in which the prior consent
of Cavendish has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than EU Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
20. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4)
of the EU Prospectus Regulation or Article 1(4) of the UK
Prospectus Regulation which do not result in any requirement for
the publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation or Article 3 of the UK Prospectus
Regulation;
21. 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 Placing Shares in circumstances
in which it is permitted to do so pursuant to section 21 of FSMA
and agrees that this Announcement has not been approved by
Cavendish in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
22. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
23. it has complied with its obligations: (i) under the CJA and
UK MAR; (ii) in connection with the laws of all relevant
jurisdictions which apply to it and it has complied, and will fully
comply, with all such laws (including where applicable, the
Criminal Justice Act 1988, the Terrorism Act 2000, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017) and that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering
produced by the Financial Conduct Authority ("FCA") and, if it is
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations; and it
is permitted to subscribe for Placing Shares in accordance with the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Terrorism Act 2006, the Counter-Terrorism Act 2008, the
Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017);
24. if in the United Kingdom, (a) it is a person having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the FPO, or (b) it is a person who falls within
Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations etc.") of the FPO and (c) it is a UK Qualified
Investor and (d) it is a person to whom this Announcement may
otherwise lawfully be communicated;
25. if it is within a Relevant State, it is an EU Qualified Investor;
26. its participation in the Placing would not give rise to an
offer being required to be made by it or any person with whom it is
acting in concert pursuant to Rule 9 of the City Code on Takeovers
and Mergers;
27. it (and any person acting on its behalf) has the funds to
pay for the Placing Shares for which it has agreed to subscribe and
it will pay for the Placing Shares acquired by it in accordance
with this Announcement and with any trade confirmation sent by
Cavendish (or on its behalf) to it in respect of its allocation of
Placing Shares and its participation in the Placing on the due time
and date set out herein against delivery of such Placing Shares to
it, failing which the relevant Placing Shares may be placed with
other Placees or sold as Cavendish may, in its absolute discretion,
determine and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
28. none of Cavendish, nor any Cavendish Affiliate nor any
person acting on their behalf is making any recommendations to it
or advising it regarding the suitability or merits of any
transaction it may enter into in connection with the Placing, and
acknowledges that none of Cavendish, nor any Cavendish Affiliate
nor any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Cavendish's rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
29. (i) the person whom it specifies for registration as holder
of the Placing Shares will be (a) the Placee or (b) the Placee's
nominee, as the case may be, (ii) neither Cavendish nor the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement
and (iii) the Placee and any person acting on its behalf agrees to
acquire the Placing Shares on the basis that the Placing Shares
will be allotted to the CREST stock account of Cavendish which will
hold them as settlement agent as nominee for the Placee until
settlement in accordance with its standing settlement instructions
with payment for the Placing Shares being made simultaneously upon
receipt of the Placing Shares in the Placee's stock account on a
delivery versus payment basis;
30. any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;
31. it irrevocably appoints any director of Cavendish as its
agent for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
32. it is not a resident of any Restricted Jurisdiction and
acknowledges that the Placing Shares have not been and will not be
registered nor will a prospectus be cleared in respect of the
Placing Shares under the securities legislation of any Restricted
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, taken up, renounced, delivered or transferred,
directly or indirectly, within any Restricted Jurisdiction;
33. any person who confirms to Cavendish on behalf of a Placee
an agreement to subscribe for Placing Shares and/or who authorises
Cavendish to notify the Placee's name to the Company's registrar,
has authority to do so on behalf of the Placee;
34. the agreement to settle each Placee's acquisition of Placing
Shares (and/or the acquisition of a person for whom it is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to an acquisition by it
and/or such person direct from the Company of the Placing Shares in
question. Such agreement 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. If there were any such arrangements, or the
settlement related to other dealing in the Placing Shares, stamp
duty or stamp duty reserve tax may be payable, for which neither
the Company nor Cavendish will be responsible. If this is the case,
the Placee should take its own advice and notify Cavendish
accordingly;
35. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
36. when a Placee or any person acting on behalf of the Placee
is dealing with Cavendish, any money held in an account with
Cavendish 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. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated in accordance with the client
money rules and will be used by Cavendish in the course of its
business; and the Placee will rank only as a general creditor of
Cavendish (as the case may be);
37. in order to ensure compliance with the Criminal Justice Act
1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the
Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017, and, to the extent applicable, any
related or similar rules, regulations of any body having
jurisdiction in respect thereof and the Money Laundering Sourcebook
of the FCA, Cavendish (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Cavendish or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Cavendish's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Cavendish's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity
Cavendish (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, Cavendish 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;
38. the Company, Cavendish, and others will rely upon the truth
and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements;
39. the basis of allocation will be determined by Cavendish and
the Company at their absolute discretion and that the right is
reserved to reject in whole or in part and/or scale back any
participation in the Placing;
40. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
41. irrevocably authorises the Company and Cavendish to produce
this Announcement pursuant to, in connection with, or a may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
42. its commitment to subscribe for Placing Shares on the terms
set out herein will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
43. time is of the essence as regards its obligations under this Appendix;
44. 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 Cavendish;
45. it will be bound by the terms of the Articles;
46. these terms and conditions in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire shares pursuant to the Placing will be governed by and
construed in accordance with the laws of England and Wales and it
submits to the exclusive jurisdiction of the courts of England and
Wales in relation to any claim, dispute or matter arising out of
any such contract, except that enforcement proceedings in respect
of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company
or Cavendish 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;
47. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts; and
48. its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Cavendish (for their own benefit and, where relevant, the
benefit of any Cavendish Affiliate or Skinbio Affiliate and any
person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Cavendish, any
Cavendish Affiliate, any Skinbio Affiliate, or any other person
acting on behalf of any of such persons by a Placee to recover any
damage, cost, loss, charge or expense which it may suffer or incur
by reason of or arising from or in connection with the performance
of its obligations hereunder or otherwise howsoever in connection
with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Cavendish will be
responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Cavendish in the event that
any of the Company or any Skinbio Affiliate or Cavendish or any
Cavendish Affiliate has incurred any such liability to stamp duty
or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the 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.
All times and dates in this Announcement may be subject to
amendment. Cavendish shall notify the Placees and any person acting
on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Cavendish does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Cavendish, which is authorised and regulated in the United
Kingdom by the FCA, is acting 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 Admission and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Cavendish or for affording advice in
relation to the Placing or Admission, or any other matters referred
to herein.
Each Placee and any person acting on behalf of a Placee
acknowledges and agrees that Cavendish or any Cavendish Affiliate
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
The rights and remedies of Cavendish and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to
Cavendish and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as Cavendish may reasonably request.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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(END) Dow Jones Newswires
November 16, 2023 11:33 ET (16:33 GMT)
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