TIDMSCLP
RNS Number : 7910E
Scancell Holdings Plc
11 May 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
11 May 2017
Scancell Holdings plc
("Scancell" or the "Company")
Proposed Placing to raise up to GBP5.0 million
Funds raised will be used to initiate the clinical development
of Modi-1, the first product from the Moditope(R) platform, and to
continue to support the ImmunoBody(R) platform pipeline
Scancell Holdings plc (AIM: SCLP), the developer of novel
immunotherapies for the treatment of cancer, today announces a
proposed placing of new Ordinary Shares in the Company (the
"Placing Shares") with existing and new institutional and
professional investors to raise up to GBP5.0 million, before
expenses, for the Company (the "Placing").
The net proceeds of the Placing will be used to support the
Company's clinical development pipeline of novel cancer
immunotherapies, in particular to initiate clinical development of
the first product from the Moditope(R) platform, Modi-1, and to
continue to support the pipeline arising from the ImmunoBody(R)
platform. The Placing is within the Company's existing allotment
authorities granted at its prior annual general meeting.
The Chairman of the Company is expected to participate in the
Placing with the intention to acquire approximately one million
Placing Shares.
Dr Richard Goodfellow, Chief Executive Officer of Scancell,
commented:
"We continue to make significant progress with both our
ImmunoBody(R) and Moditope(R) platforms and believe that success in
further clinical studies should add significant value to the
Company.
"This proposed funding will principally allow us to begin
clinical development of Modi-1, the lead product from our
Moditope(R) platform. Compelling pre-clinical data suggests that
Modi-1 should be effective in up to 90% of patients with triple
negative breast cancer, up to 95% of patients with ovarian cancer
and up to 100% of patients with sarcoma. We expect to begin a phase
I/II study in sarcomas, breast and ovarian cancers in Q3 2018 with
first efficacy and safety data expected in Q3 2019.
"Additionally, we will use funds for on-going support of SCIB1,
the lead product from our Immunobody(R) platform, as we prepare to
submit an Investigational New Drug application to the FDA in Q3
2017 ahead of our planned SCIB1 plus checkpoint inhibitor Phase II
trial in Stage III/IV metastatic melanoma patients."
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement in accordance with the
Terms and Conditions set out in Appendix II. The Placing Shares are
not being made available to the public. It is envisaged that the
Bookbuild will be closed no later than 4.30 p.m. London time today,
11 May 2017.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as
Financial Adviser, Nominated Adviser and sole Bookrunner to the
Company in relation to the Placing.
Further information about the Company and the Placing is set out
in Appendix I. Capitalised terms not otherwise defined in the text
of this Announcement are defined in Appendix III.
The Market Abuse Regulation ("MAR") became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the proposed Placing with the result that certain persons became
aware of inside information, as permitted by MAR. That inside
information is set out in this announcement and has been disclosed
as soon as possible in accordance with paragraph 7 of article 17 of
MAR. Therefore, those persons that received inside information in a
Market Sounding are no longer in possession of inside information
relating to the Company and its securities. The person responsible
for arranging the release of this announcement on behalf of the
Company is Dr Richard Goodfellow, a director of the Company.
For further information, please contact:
Scancell
Dr John Chiplin, Executive Holdings
Chairman plc +1 858 900 2646
+44 (0) 20 3727
Dr Richard Goodfellow, CEO 1000
Freddy Crossley/Duncan Monteith +44 (0) 20 7886
(Corporate Finance) Panmure Gordon 2500
Tom Salvesen (Corporate
Broking)
+44 (0) 20 3727
Mo Noonan/Simon Conway FTI Consulting 1000
Important Notice
This Announcement and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States, Australia, Canada, New Zealand, Japan or the
Republic of South Africa or any other jurisdiction in which the
same would constitute a violation of the relevant laws or
regulations of that jurisdiction (each a "Restricted
Territory").
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Panmure Gordon or by any of its affiliates, directors, officers,
employees, advisers 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. Panmure Gordon has not authorised the
contents of, or any part of, this Announcement.
Panmure Gordon, which is authorised by the FCA, is acting
exclusively for the Company and no-one else in connection with the
Placing and will not regard any other person as a client in
relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any
other matter referred to herein. Its responsibilities as nominated
adviser and broker to the Company are owed to the London Stock
Exchange and the Company and not to any other person including,
without limitation, in respect of any decision to acquire Placing
Shares in reliance on any part of this Announcement.
No public offering of shares is being made in the United
Kingdom, any Restricted Territory or elsewhere. The distribution of
this Announcement and the offering of the Company's shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company or Panmure Gordon 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 and Panmure Gordon to inform themselves
about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
There are matters set out within this Announcement that are
forward-looking statements. Such statements are only predictions,
and actual events or results may differ materially. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements, refer to the Company's
Annual Report and Accounts for the period ended 30 April 2016.
Neither the Company nor Panmure Gordon undertakes any obligation to
update publicly, or revise, forward-looking statements, whether as
a result of new information, future events or otherwise, except to
the extent legally required. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement. No statement in this Announcement is or is intended
to be a pro t forecast or pro t estimate or to imply that the
earnings of the Company for the current or future nancial periods
will necessarily match or exceed the historical or published
earnings of the Company. The price of shares and the income from
them may go down as well as up and investors may not get back the
full amount invested on disposal of the shares.
It is expected that any shares in the Company to be issued
pursuant to the Placing will not be admitted to trading on any
stock exchange other than to trading on AIM, a market operated by
the London Stock Exchange. This Announcement is not an offering
document, prospectus, prospectus equivalent document or AIM
admission document. It is expected that no offering document,
prospectus, prospectus equivalent document or AIM admission
document will be required in connection with the Placing and no
such document has been or will be prepared or submitted to be
approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing.
Neither the content of the Company's website nor any links on
the Company's website is incorporated in, or forms part of, this
Announcement.
APPIX I
Background to the Placing
Scancell is developing novel immunotherapies for the treatment
of cancer based on its two technology platforms, ImmunoBody(R) and
Moditope(R), with three products in five cancer indications. The
Company is led by a strong management team with a significant
clinical development track record supported by leading scientists,
with offices in Oxford and Nottingham, UK and San Diego, US.
ImmunoBody(R) platform
Scancell's ImmunoBody(R) vaccines target dendritic cells and
stimulate both parts of the cellular immune system: the helper cell
system where inflammation is stimulated at the tumour site and the
cytotoxic T-lymphocyte (CTL) response where immune system cells are
primed to recognise and kill specific cells. Each ImmunoBody(R)
vaccine can be designed to target a particular cancer in a highly
specific manner.
Scancell's first ImmunoBody(R), SCIB1, is being developed for
the treatment of melanoma. Data from the Phase I/II clinical trial
demonstrate that SCIB1, when used as monotherapy, has a marked
effect on tumour load, produces a melanoma-specific immune response
and highly encouraging survival trend without serious side effects.
In patients with resected disease there is increasing evidence to
suggest that SCIB1 may delay or prevent disease recurrence. The
Directors estimate that there are 260,000 patients with Stage IIB,
IIC, and III melanoma, of which 45% can be treated with SCIB1 at an
estimated annual treatment cost of $40,000, representing a $4
billion market in the US alone.
Pre-clinical data on a combination of SCIB1 or SCIB2 and
checkpoint inhibition (blockade of the PD-1 or CTLA-4 immune
checkpoint pathways) have shown enhanced tumour destruction and
significantly longer survival times than when either treatment was
used alone. Experimental data suggests that the high avidity T
cells induced by ImmunoBody(R) vaccines increase expression of
PDL-1 on the tumour cell surface, thereby making the tumours more
sensitive to checkpoint inhibitor drugs. Re-challenging animals
with tumour cells after SCIB1 treatment resulted in 100% survival
suggesting that ImmunoBody(R) induces a powerful memory response.
Such an effect has not been observed with checkpoint
inhibitors.
These data suggest that SCIB1 has the potential to become both
the first stand-alone adjuvant treatment for early stage metastatic
melanoma and an attractive partner with checkpoint inhibitors for
later stage disease. The latest data on patients treated with
SCIB1, including continued promising results in overall survival
and recurrence free survival from the Clinical Study Report (CSR)
on the SCIB1 Phase I/II clinical trial in patients with Stage
III/IV malignant melanoma (completed in December 2016), combined
with the animal data showing the potential value of a
SCIB1/checkpoint inhibitor combination, has given the Directors
confidence to proceed with a US FDA Investigational New Drug (IND)
submission for the SCIB1 plus checkpoint inhibitor Phase II trial,
which is expected to be filed in Q3 2017.
The clinical study will assess the impact of adding SCIB1 to
checkpoint inhibitors in patients with late stage melanoma. The aim
will be to improve the objective response rates of anti-PD-1
monotherapy without adding additional toxicity. The Company intends
to commence enrolment of a revised number of Stage III/IV
metastatic melanoma patients to the study in 2018, led by principal
investigator Dr Keith Flaherty.
The Company's second ImmunoBody(R) vaccine, SCIB2, has been
designed to be effective in over 90% of patients that over-express
the cancer antigen NY-ESO-1, including those with lung and other
epithelial cancers.
The Directors believe that the data generated by the Company to
date with the SCIB2 ImmunoBody(R) suggest that it should be well
tolerated and be an ideal complement to existing and emerging
portfolios of checkpoint inhibitor therapies in the treatment of
non-small cell lung cancer (NSCLC). Currently, checkpoint
inhibitors are proving less effective in lung cancer, with 80% of
patients still requiring a better standard of care. The Company has
partnered with the Addario Foundation, one of the largest and most
highly regarded US patient advocacy groups, to accelerate the
development of SCIB2 for the treatment of NSCLC, with planning in
progress for a SCIB2 Phase I/II clinical trial in NSCLC in
combination with a checkpoint inhibitor commencing in 2018.
Moditope(R) platform
Scancell's Moditope(R) immunotherapy platform is based on
exploiting the normal immune response to stressed cells, which is
largely mediated by CD4+ T cells, and harnessing this mechanism to
eradicate tumours. Moditope(R) is a peptide-based vaccine platform
that stimulates the production of killer CD4+ T cells that induce
anti-tumour activity without toxicity. Although CD8+ T cell
responses to tumour--associated antigens have been reported, it is
difficult to induce tumour-specific CD4+ T cell responses due to
self--tolerance against normal CD4+ T cell epitopes. The ability of
Moditope(R) citrullinated peptides to induce CD4+ cytotoxic T cells
against tumour-associated epitopes has therefore, in the Directors'
opinion, added a new dimension to the potential of anti--tumour
vaccines, and the Directors believe that the Moditope(R) platform
offers a new, highly customisable approach to immuno-oncology that
could play a major role in the development of safe and effective
cancer immunotherapies in the future.
The value of the Moditope(R) platform received a significant
boost following notification from the European Patent Office that
the examiner had indicated that most of the patent claims for the
use of citrullinated peptides for the treatment of cancer will be
allowable. The Directors anticipate that the patent application
will be approved with broad claims later in 2017.
Continued progress has been made with the Moditope(R) platform,
and the Company has identified and validated multiple targets,
including enolase, which, together with vimentin, will form the
basis for Modi-1, Scancell's first product derived from the
Moditope(R) platform. Pre-clinical data suggests that Modi-1 should
be effective in up to 90% of patients with triple negative breast
cancer, up to 95% of patients with ovarian cancer and up to 100% of
patients with sarcoma.
Modi-1 is now being progressed to a Phase I/II clinical trial
for the treatment of sarcomas, triple negative breast cancer and
ovarian cancer, with the Company having selected the optimal
adjuvant to combine with Modi-1 which reduces the dose up to
100-fold, and will shortly be commencing the manufacture of the
vaccine. The trial is planned to commence in Q3 2018, and first
efficacy and safety data expected in Q3 2019.
The Company is continuing discussions on potential commercial
partnership discussions for the Moditope(R) platform alongside its
clinical development plans, with multiple partnering discussions in
progress.
Reasons for the Placing and use of proceeds
The net proceeds of the Placing will be used by the Company to
initiate Moditope(R) clinical development and to continue to
support the ImmunoBody(R) pipeline. The Board believes this interim
funding could add significant incremental value and support the
Company's on-going commercial discussions with potential partners,
in addition to generating short term news flow.
In particular, it is the Board's expectation that the net
proceeds from the Placing, in addition to existing cash resources
and anticipated tax credits, will be used to fund:
-- Clinical development of Modi-1 in sarcomas, breast and
ovarian cancers in a Phase I/II study, including the manufacture of
Modi-1, conducting the necessary toxicology studies and the
preparing and filing of a Clinical Trial Application in the UK
-- Completion of GMP manufacture of SCIB1 in preparation of further clinical development
-- Filing and approval of US FDA Investigational New Drug
application for SCIB1 checkpoint inhibitor combination Phase II
study in melanoma
-- Support further development of the Company's product pipeline, including SCIB2
-- Support the Company's working capital requirements
Therapeutic drug development is a long process and the Directors
believe that the Company will require additional funding in order
to conduct the aforementioned SCIB1 clinical study.
This funding could be provided either by a commercial agreement
with a development partner, such as a large pharmaceutical company,
or by further equity issuance to existing and/or new shareholders.
The Directors believe that delivering the milestones outlined above
will enhance the value of the Company and prepare it for further
later stage fundraising. The Directors also believe that these
milestones will ensure wider recognition of the Company both in the
United States and Europe for the quality and value of both the
ImmunoBody(R) and Moditope(R) platforms.
Details of the Placing
The Company proposes to raise up to GBP5.0 million by way of a
non-pre-emptive placing of Placing Shares. The Placing Shares will,
pursuant to the placing agreement the Company has entered into with
Panmure Gordon (the "Placing Agreement"), be placed by Panmure
Gordon, as agent for the Company, with existing and new
institutional and other professional investors. The Directors had
considered whether the Company would be able to extend the offer of
Placing Shares to all existing Shareholders but, having discussed
this with its professional advisers, decided that the expense of
doing so could not be justified and would not be in the best
interests of the Company at this time.
The Placing Agreement contains warranties from the Company in
favour of Panmure Gordon in relation to (amongst other things) the
Company and its business. In addition, the Company has agreed to
indemnify Panmure Gordon in relation to certain liabilities it may
incur in undertaking the Placing. Panmure Gordon has the right to
terminate the Placing Agreement in certain circumstances prior to
admission of the Placing Shares to trading on AIM becoming
effective ("Admission"), in particular, it may terminate in the
event that there has been a breach of any of the warranties or for
force majeure. The Placing will not be underwritten.
The Placing is conditional upon, inter alia, the Placing
Agreement having become unconditional in all respects and on
Admission. Pursuant to the terms of the Placing Agreement, Panmure
Gordon has agreed to use reasonable endeavours to procure placees
for the Placing Shares.
The Placing will be effected by way of the Bookbuild to be
managed by Panmure Gordon and will be conducted in accordance with
the terms and conditions set out in Appendix II. The Bookbuild will
commence with immediate effect and the book is expected to close no
later than 4.30 p.m. today, 11 May 2017, but Panmure Gordon
reserves the right to close the book earlier or later, without
further notice. The Company has received non-binding indications of
interest from potential institutional investors for the Placing
during a pre-marketing process. The number of Placing Shares and
the price per Placing Share (the "Placing Price") will be agreed
between the Company and Panmure Gordon at the close of the
Bookbuild. Details of the number of Placing Shares, the Placing
Price and the approximate gross proceeds of the Placing will be
announced as soon as practicable after the closing of the
Bookbuild.
VCT and EIS investors
The Company has received advance assurance from HM Revenue and
Customs that it is a qualifying holding for the purposes of the
Venture Capital Trust ("VCT") rules and a qualifying company for
the purposes of the Enterprise Investment Scheme ("EIS"). Although
the Company currently expects to satisfy the relevant conditions
for EIS and VCT investment, neither the Directors nor the Company
nor the Company's advisers (including Panmure Gordon) gives any
warranty, representation or undertaking that relief will be
available in respect of any investment in the Company Shares, nor
do they warrant, represent or undertake that the Company will
conduct its activities in a way that qualifies for or preserves its
status. Investors considering making a qualifying VCT or EIS
investment are recommended to seek their own professional advice in
order that they may understand how the relief legislation may apply
in their individual circumstances.
APPIX II
TERMS & CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES PROCURED BY
PANMURE GORDON (UK) LIMITED ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED,
("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE
PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, including
the Appendices, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it 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 European Economic Area ("EEA") which has implemented the
Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Panmure Gordon 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 Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons; and/or
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States,
(b) it is a dealer or other professional fiduciary in the United
States acting on a discretionary basis for a non-US person (other
than an estate or trust) in reliance on Regulation S under the
Securities Act; or (c) it is otherwise acquiring the Placing Shares
in an "offshore transaction" meeting the requirements of Regulation
S under the Securities Act.
The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, New Zealand, Japan
or the Republic of South Africa or in any jurisdiction in which
such publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
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; 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 Canada, Australia, New Zealand, 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 Canada, Australia, New Zealand, Japan or 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 Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
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 subscribe for
Placing Shares has been given.
Details of the Placing
Panmure Gordon has entered into the Placing Agreement with the
Company under which Panmure Gordon has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure, as the Company's agent, broker and
bookrunner for the purpose of the Placing, subscribers for the
Placing Shares at the Placing Price.
The Placing Agreement contains customary undertakings and
warranties given by the Company to Panmure Gordon including as to
the accuracy of information contained in this Announcement, to
matters relating to the Company and its business and a customary
indemnity given by the Company to Panmure Gordon in respect of
liabilities arising out of or in connection with the Placing and/or
Admission.
The Placing is also conditional upon, amongst other things,
Admission becoming effective and the obligations of Panmure Gordon
under the Placing Agreement not having been terminated in
accordance with its terms.
The number of Placing Shares and the Placing Price will be
determined following completion of the Bookbuild as set out in this
Announcement.
The Placing Shares will, as from the date when they are issued,
be fully paid or credited as fully paid and will rank pari passu in
all respects with the existing issued Ordinary Shares, including
the right to receive all dividends and other distributions declared
(if any), made or paid on or in respect of the Ordinary Shares
after the relevant date of issue of the Placing Shares.
Lock up
As part of the Placing, the Company has agreed that it will not
issue or sell any Ordinary Shares for a period of 120 days after
Admission without the prior written consent of Panmure Gordon. That
agreement is subject to the customary exception of granting options
under, and allotting and issuing Ordinary Shares in the ordinary
course pursuant to, the Company's existing share schemes.
Application for admission to trading
Application will be made to the London Stock Exchange for
Admission. It is expected that settlement of the Placing Shares and
Admission will become effective on or around 16 May 2017 and that
dealings in the Placing Shares will commence at that time.
Bookbuild
Panmure Gordon will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees. Panmure Gordon and the Company shall be entitled
to effect the Placing by such alternative method to the Bookbuild
as they may, in their sole discretion determine.
Participation in, and principal terms of, the Placing
1. Panmure Gordon is arranging the Placing as placing agent,
broker and bookrunner of the Company for the purpose of using its
reasonable endeavours to procure Placees at the Placing Price for
the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Panmure Gordon. Panmure Gordon and its affiliates may participate
in the Placing as principal.
3. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
4. The Bookbuild will establish the number of Placing Shares to
be issued and the Placing Price, which will both be agreed between
Panmure Gordon and the Company following completion of the
Bookbuild.
5. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Panmure Gordon. Each
bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for. Bids may be scaled down by Panmure
Gordon on the basis referred to in paragraph 9 below.
6. The timing of the closing of the Bookbuild will be at the
discretion of Panmure Gordon. The Company reserves the right (upon
agreement with Panmure Gordon) to reduce or seek to increase the
amount to be raised pursuant to the Placing, in its absolute
discretion.
7. Each Placee's allocation will be confirmed to Placees orally
by Panmure Gordon, and evidenced by a trade confirmation or
contract note which will be dispatched as soon as practicable
thereafter. The terms of this Appendix will be deemed incorporated
by reference therein. The oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of
Panmure Gordon and the Company, under which it agrees to acquire
the number of Placing Shares allocated to it at the Placing Price
on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association. Except as
required by law or regulation, no press release or other
announcement will be made by Panmure Gordon or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
8. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued and the Placing Price.
9. Subject to paragraphs 5 and 6 above, Panmure Gordon may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. Panmure Gordon may also, notwithstanding
paragraphs 5 and 6 above, subject to the prior consent of the
Company: (a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (b)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
10. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Panmure Gordon, to pay in cleared
funds immediately on the settlement date (or as separately agreed
with Panmure Gordon in the case of certificated settlement), in
accordance with the registration and settlement requirements set
out below, an amount equal to the product of the Placing Price and
the number of Placing Shares such Placee has agreed to take up and
the Company has agreed to allot.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the times and on the basis explained below under
"Registration and settlement".
12. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing Agreement".
13. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law, none of the
Company, Panmure Gordon or any of their respective affiliates shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) under these terms and
conditions. In particular, none of the Company, Panmure Gordon or
any of their respective affiliates shall have any liability
(including to the fullest extent permissible by law, any fiduciary
duties) in respect of Panmure Gordon's conduct of the Placing. Each
Placee acknowledges and agrees that the Company is responsible for
the allotment of the Placing Shares to the Placees and Panmure
Gordon shall have no liability to the Placees for the failure of
the Company to fulfil those obligations.
15.
Conditions of the Placing
Panmure Gordon's obligations under the Placing Agreement are
conditional on, inter alia:
(a) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(b) Admission taking place not later than 8.00 a.m. on 16 May 2017.
If (i) any of the conditions contained in the Placing Agreement
are not fulfilled or waived by Panmure Gordon by the time or date
where specified (or such later time or date as the Company and
Panmure Gordon may agree, not being later than 8.30 a.m. on 31 May
2017 (the "Final Date"), or (ii) the Placing Agreement is
terminated as described below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Panmure Gordon may, in its absolute discretion, waive, or extend
the period (up to the Final Date) for, compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement, save that the
condition relating to Admission taking place and the Company
allotting the Placing Shares subject only to Admission may not be
waived and the period for compliance with such conditions may not
be extended. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither Panmure Gordon nor the Company shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Panmure Gordon.
Right to terminate under the Placing Agreement
Panmure Gordon is entitled in its absolute discretion, at any
time before Admission, to terminate the Placing Agreement by giving
notice to the Company in the following circumstances:
(a) in the opinion of Panmure Gordon (acting in good faith), the
warranties given by the Company to Panmure Gordon are not true and
accurate or have become misleading (or would not be true and
accurate or would be misleading if they were repeated at any time
before Admission) by reference to the facts subsisting at the time
when the notice referred to above is given, in each case in a way
that is material in the context of the Placing and/or Admission;
or
(b) in the opinion of Panmure Gordon (acting in good faith), the
Company fails to comply with any of its obligations under the
Placing Agreement and that failure is material in the context of
the Placing and/or Admission; or
(c) in the opinion of Panmure Gordon (acting in good faith),
there has been a development or event (or any development or event
involving a prospective change of which the Company is or might
reasonably be expected to be, aware) which will or is likely to
have a material adverse effect on or affecting the operations, the
condition (financial, operational, legal or otherwise), prospects,
management, results of operations, financial position, business or
general affairs of the Company or the Group respectively whether or
not foreseeable and whether or not arising in the ordinary course
of business; or
(d) there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of
securities generally on any stock exchange; any change in currency
exchange rates or exchange controls or a disruption of settlement
systems or a material disruption in commercial banking, in each
case as would be likely in the opinion of Panmure Gordon (acting in
good faith) to materially prejudice the success of the Placing.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Panmure Gordon of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Panmure Gordon, and that it need not make any
reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against Panmure Gordon, the
Company or any of their respective directors or employees under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended).
No admission document or prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including the Appendices) and the Exchange
Information (as defined further below). 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 that it has neither received nor relied on any other
information (other than the Exchange Information (defined below)),
representation, warranty, or statement made by or on behalf of the
Company, Panmure Gordon, or any other person and neither Panmure
Gordon, the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by Panmure Gordon, the
Company, or their respective officers, directors, employees or
agents. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Neither
the Company nor Panmure Gordon is making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B63D3314) following Admission will take place within CREST,
provided that, subject to certain exceptions, Panmure Gordon
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note stating the number of Placing Shares allocated to it
at the Placing Price, the aggregate amount owed by such Placee to
Panmure Gordon (as agent for the Company) and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the CREST or certificated settlement
instructions that it has in place with Panmure Gordon. Settlement
will be through Panmure Gordon against CREST participant account:
83801. For the avoidance of doubt, Placing allocations are expect
to be booked with a trade date of 11 May 2017 and settlement date
of 16 May 2017 on a T+3 basis in accordance with the instructions
set out in the trade confirmation.
The Company will instruct its registrar to deliver the Placing
Shares to the CREST account operated by Panmure Gordon as agent for
the Company and Panmure Gordon will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
If a Placee wishes to receive its Placing Shares in certificated
form, it should contact Panmure Gordon (020 7886 2902) as soon as
possible after receipt of its trade confirmation or contract
note.
Placees who wish to receive their Placing Shares in certificated
form are expected to receive their certificates for their Placing
Shares by no later than 30 May 2017.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Panmure Gordon's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify Panmure Gordon (as agent
for the Company) on demand for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax or securities transfer tax (together with
any interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares to Panmure Gordon, each Placee confers on Panmure
Gordon all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which
Panmure Gordon lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Panmure
Gordon, namely that, each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, including the Appendices, in its entirety and that
its subscription of Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that the
Placee is able to obtain or access such information or comparable
information concerning any other publicly traded company without
undue difficulty;
4. acknowledges that none of Panmure Gordon, the Company, any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Panmure Gordon, the
Company, their respective affiliates or any person acting on behalf
of any of them to provide it with any such information and has read
and understood the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Panmure Gordon, its affiliates or any person acting on its or their
behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Panmure
Gordon, the Company or any of their respective directors, officers
or employees or any person acting on behalf of any of them, or, if
received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the Research Department of Panmure
Gordon (the views of such Research Department not representing and
being independent from those of the Company and the Corporate
Finance Department of Panmure Gordon and not being attributable to
the same)), and neither Panmure Gordon, nor the Company will be
liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it may not place the same degree of
reliance on this Announcement as it may otherwise place on a
prospectus or admission document. Each Placee further acknowledges
and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company in
deciding to participate in the Placing and it will not rely on any
investigation that Panmure Gordon, its affiliates or any other
person acting on its or their behalf has or may have conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that Panmure Gordon does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Panmure Gordon is not acting for it or its
clients and that Panmure Gordon will not be responsible for
providing protections to it or its clients;
8. acknowledges that none of Panmure Gordon, any of its
affiliates or any person acting on behalf of it or them has or
shall have any liability for the Exchange Information, any publicly
available or filed information or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
9. neither Panmure Gordon, its ultimate holding company nor any
direct or indirect subsidiary undertakings of such holding company,
nor any of their respective directors and employees shall be liable
to Placees for any matter arising out of Panmure Gordon's role as
placing agent or otherwise in connection with the Placing and that
where any such liability nevertheless arises as a matter of law
each Placee will immediately waive any claim against any of such
persons which you may have in respect thereof;
10. represents and warrants that (i) it is not in the United
States and (ii) it is not acting for the account or benefit of a
person in the United States;
11. acknowledges that the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, and that the offer and sale of the Placing
Shares to it has been made outside of the United States in an
'offshore transaction' (as such term is defined in Regulation S
under the Securities Act) and agrees not to reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in
accordance with any applicable securities laws of any state or
jurisdiction of the United States;
12. unless otherwise specifically agreed in writing with Panmure
Gordon, represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of Canada,
Australia, New Zealand, Japan or the Republic of South Africa;
13. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada,
Australia, New Zealand, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and Part VIII of
FSMA; (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2007; and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (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 (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to Panmure Gordon such evidence, if
any, as to the identity or location or legal status of any person
which Panmure Gordon may request from it in connection with the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by Panmure Gordon on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as Panmure Gordon may decide in
its sole discretion;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Panmure Gordon has been
given to the offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (including any relevant implementing
measure in any member state);
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Panmure Gordon in writing,
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is
a person (i) who has professional experience in matters relating to
investments falling within Article 19(1) of the Order; (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Appendix) and will honour such obligations;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Panmure Gordon;
24. undertakes that it (and any person acting on its behalf)
will make payment to Panmure Gordon for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as Panmure
Gordon may in its sole discretion determine and without liability
to such Placee and it will remain liable and will indemnify Panmure
Gordon on demand for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear the liability for any stamp duty or stamp duty
reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and
conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
25. acknowledges that none of Panmure Gordon, any of its
affiliates, or any person acting on behalf of it or 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 treated for these purposes as
a client of Panmure Gordon and that Panmure Gordon does not have
any duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of their
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
26. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Panmure Gordon, nor
the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Panmure Gordon in respect of the same on
the basis that the Placing Shares will be credited to the CREST
stock account of Panmure Gordon who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter (including non-contractual
matters) 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 Panmure Gordon in any jurisdiction in
which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
28. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
29. agrees that the Company, Panmure Gordon and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Panmure Gordon on its own behalf
and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, Panmure Gordon and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
31. acknowledges that no action has been or will be taken by any
of the Company, Panmure Gordon or any person acting on behalf of
the Company or Panmure Gordon that would, or is intended to, permit
a public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
32. acknowledges that it is an institution that 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 in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note 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;
34. acknowledges that Panmure Gordon, or any of its affiliates
acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its
own account such shares and may offer or sell such shares other
than in connection with the Placing;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
the Appendices.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Panmure Gordon
and the Company and are irrevocable and shall not be capable of
termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Panmure Gordon will be responsible, 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 UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Panmure Gordon in the event that any of
the Company or Panmure Gordon has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Panmure Gordon
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Panmure Gordon does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Panmure Gordon, any money held in an account with
Panmure Gordon on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. 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 from Panmure
Gordon's money in accordance with the client money rules and will
be used by Panmure Gordon in the course of its own business and the
Placee will rank only as a general creditor of Panmure Gordon.
All times and dates in this Announcement may be subject to
amendment. Panmure Gordon shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
APPENDIX III
DEFINITIONS
In the Appendices to the Announcement and, as the context shall
admit, in the Announcement:
'Admission' means the admission of all the Placing Shares to
trading on AIM becoming effective in accordance with the AIM
Rules;
'AIM' means the market of that name operated by the London Stock
Exchange;
'AIM Rules' means the provisions of the London Stock Exchange's
AIM Rules for Companies as amended from time to time governing,
inter alia, admission to AIM and the continuing obligations of AIM
companies;
'Announcement' means this announcement (including the appendices
to this announcement);
'Bookbuild' means the accelerated bookbuilding process to be
carried out by Panmure Gordon in seeking to procure Placees for the
Placing Shares;
'Company' means Scancell Holdings plc, registered in England and
Wales with number 06564638, whose registered office is at John
Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford
OX4 4GP;
'CREST' means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
'Directors' or 'Board' means the directors of the Company as at
the date of this Announcement;
'FCA' means the Financial Conduct Authority of the United
Kingdom;
'FSMA' means the Financial Services and Markets Act 2000 (as
amended);
'Group' means the Company and its subsidiary undertakings from
time to time;
'London Stock Exchange' means London Stock Exchange plc;
'Ordinary Shares' means the ordinary shares of par value 0.1
pence (GBP0.001) each in the capital of the Company;
'Panmure Gordon' means Panmure Gordon (UK) Limited, registered
in England and Wales with number 04915201, whose registered office
is at One New Change, London EC4M 9AF;
'Placing' means the conditional placing of the Placing Shares by
Panmure Gordon with Placees in order to raise up to GBP5.0 million
pounds, on behalf of the Company, pursuant to the Placing
Agreement;
'Placing Agreement' means the placing agreement dated the date
of this Announcement between the Company and Panmure Gordon in
respect of the Placing;
'Placing Price' means the price per Placing Share which will be
established by the Bookbuild and set out in the executed Term
Sheet;
'Placing Shares' means such number of new Ordinary Shares which
will be established by the Bookbuild and set out in the executed
Term Sheet;
'Prospectus Directive' means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC;
'Securities Act' means the US Securities Act of 1933, as
amended;
'Term Sheet' means those terms of the Placing in the form set
out in the Placing Agreement to be executed by the Company and
Panmure Gordon following the close of the Bookbuild;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland; and
'United States' or 'US' means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEZMGMKNGFGNZM
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May 11, 2017 02:00 ET (06:00 GMT)
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