TIDMSTX
RNS Number : 9238N
Shield Therapeutics PLC
28 September 2023
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF SHIELD THERAPEUTICS PLC IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE
REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 AS AMED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
28 September 2023
Shield Therapeutics plc
("Shield", the "Group" or the "Company")
$20 million senior secured debt facility
Subscription and Placing to raise approximately US$6.1
million
Retail offer via the REX offering platform to raise up to
approximately US$1.4 million
Exercise of AOP Warrants
London, UK - 28 September 2023 : Shield Therapeutics plc (LSE:
STX), a commercial stage pharmaceutical company, announces a
proposed equity fundraising by way of the Subscription and Placing
of new Ordinary Shares to raise approximately GBP5.0m in aggregate
at the Issue Price, being a price per share of 8.0 pence and the
REX Retail Offer to existing retail shareholders of the Company at
the Issue Price using the REX offering platform (together, the
"Equity Fundraising"). For the avoidance of doubt, neither the
Subscription nor the REX Retail Offer is part of the Placing and
any new Ordinary Shares issued in connection with the Subscription
and/or the REX Retail Offer are not Placing Shares (as defined
below). The Company is also pleased to announce that it has secured
a US$20m senior secured debt facility from SWK (the "SWK
Financing"), a life science-focused specialty finance company
catering for small and mid-sized commercial-stage companies. The
aggregate net proceeds from the Equity Fundraising, together with
the SWK Financing, will be used by Shield to further invest in US
commercial activities with the goal to accelerate the launch curve
and increase the net sales price for Accrufer(R), provide
additional working capital for the build-up of inventories and
receivables, and allow the Company to repay the outstanding balance
of US$5.7m on the Existing AOP Loan.
The Issue Price for the New Shares to be issued pursuant to the
Equity Fundraising of 8.0 pence per share represents a discount of
approximately 17.9 per cent. to the closing price per Ordinary
Share on 27 September 2023 (being the latest practicable date prior
to this Announcement). The Equity Fundraising and the Warrants to
be issued to SWK will utilise the entire shareholder authorities to
issue shares (other than on a pre-emptive basis) which were
obtained pursuant to Resolution 11 at the Shield Annual General
Meeting held on 28 June 2023.
Shield continues to believe that Accrufer(R) has the potential
to generate significant free cash flow for the Group with a net
product revenue in the US alone estimated by management to have the
potential of exceeding US$120m by 2025, with further upside from
royalty and milestone revenue with the Group also expected to turn
cash flow positive by year-end in 2024 (subject in each case to
achievement of Company forecasts). Nearer term, in FY23 Shield is
estimating an 80% growth in Accrufer(R) prescriptions in Q3 '23 to
around 28,000 compared to 15,808 in Q2 '23 and 10,476 in Q1 '23.
Total Accrufer(R) prescriptions in 2023 are expected to be between
100,000 and 130,000.
Shield has today also issued its unaudited interim results for
the six months ended 30 June 2023. Revenues and other income in the
period were US$8.6m (H1 '22:US$2.6m) driven by a 118% increase in
net product revenue from Accrufer(R) sales in the US to US$3.7m (H1
'22: US$1.7m). Other income was US$4.3m which represents the
remainder of the US$5.0m upfront payment from Viatris Inc. The net
average sales price of Accrufer(R) was US$119 in H1' 23 compared to
US$124 in H2 '22. Cash and cash equivalents at 30 June 2023 were
US$13.6m (H1 '22: US$3.4m) and monthly average cash burn in H1' 23
was US$3.3m (H1 '22: US$2.3m).
Background to and reasons for the SWK Financing and the Equity
Fundraising
An estimated 20 million people in the US have anemia[1] with
13.4 million prescriptions a year, the majority of which are over
the counter iron therapies. Shield estimates that the total
available US market opportunity it is targeting is some US$2.3
billion. 80% of prescriptions are written by Women's Health and
General Practitioners with unsatisfied market demand driven by
gastrointestinal related adverse events with up to 70% of people
taking traditional oral iron reporting gastrointestinal issues and
up to 60% of patients will discontinue treatment due to adverse
reactions as well as minimal efficacy. Further, Shield believes
there has been little to no innovation among oral iron therapies
over the past decade.
The Company entered into a collaboration agreement with Viatris
in December 2022, and between January and May 2023 the new 100
person combined commercial team was recruited, hired and trained.
Over the last two months of H1 '23, this sales team has been
targeting 12,000 of the top prescribing health care providers and
has refreshed Accrufer(R)'s brand positioning. Shield has also put
in place a commercial advisory board which is enhancing key opinion
leader connections.
The table below highlights actual and estimated forecast
prescriptions between Q1 '22 and Q3 '23:
Q1 '22 (A) Q2 '22 (A) Q3 '22 (A) Q4'22 (A) Q1'23 (A) Q2 '23 (A) Q3 '23 (F)
2,820 5,794 7,317 9,249 10,476 15,808 28,454
----------- ----------- ---------- ---------- ----------- -----------
Shield is also encouraged by other strong key performance
indicators showing the early impact of the expanded commercial
team. There has been an average monthly growth in prescriptions of
26% per month from May to August 2023 and first-time prescription
writers increased by 157%, new prescriptions increased by 63% and
repeat writers increased by 73% in Q2 '23 as compared to the
corresponding figures in Q1 '23.
Commercial expansion following the entering into of the
collaboration with Viatris was completed in May 2023 and Shield has
been delivering substantial and sequential Accrufer(R) prescription
growth. Momentum continues to build with a 50% sequential increase
in Accrufer(R) prescriptions in the US in Q2 '23 as compared to Q1
'23 and Shield is anticipating an 80% increase in Q3 '23 US
prescriptions as compared to Q2 '23 based on management's latest
estimates. The Company is also pleased to report that, as at 1
September 2023, total lives with Accrufer(R) coverage now amount to
123 million with the addition of Medicaid programs in California
and New York. The Directors believe that total US Accrufer(R)
prescriptions in FY'23 will grow to be between 100,000 and 130,000
with significant growth expected in 2024 and 2025, as expanded on
further below.
The average net selling price in the first half of 2023 declined
slightly relative to H2 2022 at $119 per prescription (H2: 2022
$124). Shield has identified multiple opportunities to evolve the
net selling price to the targeted $220-240 revenue per prescription
by 2025. First, Shield plans to modify the existing patient access
program whereby physicians will need to submit a prior
authorization to payers in order for patients to potentially access
the preferred cash price, which is available for patients not
covered by insurance. Second, Shield in conjunction with Viatris
plans to hire a Field Access Team to help support physician offices
with prior authorizations. Field Access Teams are very prevalent in
the US with a number of companies, and having a Field Access Team
allows the sales team to continue promoting the drug and generating
demand, while this new team is 100% focused on HCP support with
prior authorizations. The combination of these two action items is
expected to significantly increase overall prior authorization
submissions, resulting in an increase of paid/reimbursed
prescriptions for the company and increasing the net sales price
per prescription.
Funding sources and use of proceeds
The maximum gross proceeds of the Equity Fundraising and the SWK
Financing are approximately US$27.4m comprising up to approximately
GBP6.1m (US$7.4m) from the Equity Fundraising and US$20m from the
SWK Financing.
The net proceeds of the Equity Fundraising (excluding the REX
Retail Offer) and the SWK Financing are expected to be used in the
following approximate amounts:
1) US$11m in commercial investment to accelerate initiatives to improves gross to net discounts;
2) US$10m for working capital including expected build up in inventories and receivables; and
3) US$5.7m to repay the Existing AOP Loan and release security rights over IP rights.
Any net proceeds raised pursuant to the REX Retail Offer are
expected to be applied across items 1) and 2) above as will the
US$0.4m that the Company will receive from the exercise of the AOP
Warrants.
The Future Outlook for Accrufer(R) and other guidance
The Company's confidence in the potential for Accrufer(R)
remains very high with Shield's management continuing to target
strong growth in market share year on year between 2023 and 2025.
An approximate 1.0% market share in 2023 is expected by management
to rise to 2.9% in 2024 and 4.3% in 2025 which equates to estimated
annual prescriptions in the US of between 100,000 and 130,000 in
2023, greater than 350,000 in 2024 and greater than 500,000 in
2025. In respect of net revenue per prescription which was US$119
in H1 '23, in light of the various strategies outlined above Shield
is expecting to see a modest increase by year-end 2023 and then an
acceleration in gross to net discount improvements with an
estimated average net sales price of US$220-US$240 (30 days supply)
by 2025 equating to approximately a 60% gross to net discount.
This trajectory in growth in prescription numbers and gross to
net discounts (if achieved) would drive significant growth in net
product revenues by 2025 when US Accrufer(R) sales alone could
exceed US$120m with further upside for the Group from royalty and
milestones. Shield's gross margin on Accrufer(R) net revenues is
expected by management to be in excess of 45% by 2025 based on (i)
Viatris' share of US net product revenue; (ii) manufacturing costs,
warehousing and shipping; and (iii) the royalty obligation of 5.0%
to Vitra Pharmaceuticals (the original owner of the ferric maltol
intellectual property). Further, based on the Company's own
estimates, Shield is expected to turn cash flow positive in Q4
2024.
Annual operating expenses for Shield are expected to be between
US$42m and US$50m in 2023 and are expected to remain approximately
at this level until the year ending 31 December 2025 assuming
Accrufer(R) prescriptions and revenues build as indicated above.
The costs of servicing interest and principal amortization,
commencing in Q4 2025, on the SWK Financing (based on current
12-month SOFR) will be around US$3m in 2024 and US$4m in 2025. No
increase in annual interest charges is assumed in the Company's
statement that it expects to turn cash flow positive in Q4 2024
(based on its own estimates).
Finally, Shield expects to see continued steady increases in
royalties from sales of Feraccru by Norgine in 2023 and beyond and
continues to evaluate further partnerships in selected
geographies.
Details of the Placing, the Subscription and the REX Retail
Offer
The Directors gave careful consideration to the structure of the
Equity Fundraising and concluded that the Placing, together with
the Subscription and the REX Retail Offer, was the most suitable
option available to the Company and its Shareholders at this
time.
The Placing will be made available to certain eligible existing
institutional shareholders and certain new institutional and other
investors to raise gross proceeds of approximately GBP3.3m.
AOP, a major shareholder of the Company, has indicated it
intends to subscribe for up to 21,012,552 new Ordinary Shares at
the Issue Price pursuant to the Subscription, meaning the gross
proceeds of the Subscription will be approximately GBP1.7m. This is
in addition to the exercise of warrants by AOP referred to
below.
Peel Hunt and Cavendish are acting as joint bookrunners, and
Peel Hunt is acting as nominated adviser, to the Company in
connection with the Placing. The placing of such number of new
Ordinary Shares as are conditionally subscribed for pursuant to the
Placing will be conducted by way of an accelerated bookbuild, which
will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in Appendix I to
this Announcement.
The final number and allocation of Placing Shares will be agreed
by Peel Hunt, Cavendish and the Company at the close of the
Bookbuild and the result will be announced as soon as practicable
thereafter. It is envisaged that the Bookbuild will be closed no
later than 6.00 p.m. on the date of this Announcement.
The maximum gross proceeds of the Placing, the Subscription and
the REX Retail Offer in aggregate are expected to be up to
approximately GBP6.1m. No part of the Equity Fundraising is
underwritten.
Neither the Subscription Shares nor the Placing Shares are being
made available to the public and are only available to Relevant
Persons.
A further announcement will be made following the close of the
Bookbuild, confirming the result of the Placing.
The Placing is being made available to institutional investors
and is not being made available to the public. The Company also
considers it important that existing retail shareholders have an
opportunity (where it is practicable for them to do so) to
participate in, to the extent possible, the Equity Fundraising on
equivalent terms and conditions to the Placing. Accordingly, the
Company is offering existing retail shareholders the opportunity to
participate through the REX Retail Offer. A separate announcement
will be made by the Company regarding the REX Retail Offer shortly
after the release of this Announcement. For the avoidance of doubt,
the REX Retail Offer does not form part of the Placing.
The Placing Agreement
The Placing, the Subscription and the REX Retail Offer are
conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms. The
Placing Agreement is conditional, amongst other things, upon the
following:
-- The Loan Agreement in relation to the SWK Financing having
been duly executed and not having lapsed or been terminated, and
having become unconditional in accordance with its terms;
-- the Company having complied with its obligations and having
satisfied all conditions under the Placing Agreement, which fall to
be performed on or satisfied prior to Admission; and
-- Admission occurring by no later than 8.00 a.m. on 4 October
2023 or such later time and date (being not later than 8.00 a.m. on
13 October 2023) as the Joint Bookrunners and the Company may
agree.
If the conditions set out above are not satisfied or waived
(where capable of waiver), the Placing, the Subscription and the
REX Retail Offer will lapse, and the New Shares will not be
allotted and issued, and no monies will be received by the Company
from investors in respect of the Equity Fundraising. The condition
relating to Admission cannot be waived by the Joint Bookrunners and
the Company.
Pursuant to the terms and subject to the conditions of the
Placing Agreement, the Joint Bookrunners, as agents for the
Company, have severally (and not jointly or jointly and severally)
agreed to use their reasonable endeavours to procure Placees to
subscribe for the Placing Shares, at the Issue Price. The Placing
Agreement is conditional upon, amongst other things, the conditions
set out above.
The Placing Agreement contains customary warranties given by the
Company in favour of the Joint Bookrunners in relation to, amongst
other things, the accuracy of the information in this document and
other matters relating to the Group and its business. In addition,
the Company has agreed to indemnify the Joint Bookrunners (and
certain of their affiliates) in relation to certain liabilities
which they may incur in respect of the Placing, the REX Retail
Offer and the Subscription.
Each of the Joint Bookrunners has the right to terminate its
obligations under the Placing Agreement in certain circumstances
prior to Admission. In particular, in the event of breach of the
warranties or if the Placing Agreement does not become
unconditional, the Joint Bookrunners may terminate their
obligations under the Placing, in which case the Equity Fundraising
will terminate, and the New Shares will not be issued.
Related party transaction
The subscription for up to 21,012,552 Subscription Shares by AOP
pursuant to the Subscription will constitute a related party
transaction in accordance with Rule 13 of the AIM Rules for
Companies by virtue of AOP being a substantial shareholder in the
Company. The AOP Independent Directors consider, having consulted
with the Company's nominated adviser, Peel Hunt, that the terms of
AOP's proposed participation in the Subscription are fair and
reasonable insofar as the shareholders of the Company are
concerned.
Additional details on the SWK Financing
Shield has entered into a Loan Agreement in connection with the
SWK Financing pursuant to which Shield has, conditional inter alia
on Shield repaying the Existing AOP Loan and lien release on IP
rights and satisfaction of other customary conditions precedent for
a transaction of this nature, obtained a commitment from SWK to
fund a US$20m term loan with a maturity date of 28 September 2028.
The first nine quarters following closing will be interest only
periods and the interest rate will accrue interest at an initial
margin of 9.25% plus the greater of: i) 3-Month CME Term SOFR
("SOFR"); and ii) 5.0%. Interest will be calculated on the basis of
a 360-day year and paid in cash with the first payment due in Q4
2023. Shield is required to pay SWK a 1.0% origination fee on the
value of the term loan and a final payment fee of 6.0%. Post the
interest only period of nine quarters, quarterly payments of US$1m
will be due for capital repayment. The SWK Financing will be
secured by way of perfected first-lien interest in substantially
all existing and future assets, including intellectual property,
subject to the release of the AOP's lien on IP rights in connection
with the Existing AOP Loan. Financial covenants apply with minimum
revenue targets and minimum liquidity of no less than the greater
of i) trailing one quarter of cash burn or ii) US$2.5m. Warrants
over 8,910,540 new Ordinary Shares will be issued to SWK with an
expiration date of six years after closing and a strike price of
11.1p per Ordinary Share. The table below details the minimum
revenue covenants:
Trailing Four Fiscal Quarters Minimum Group
(i.e., 12 months) Ended Revenue
Q3'23 US$8.5m
--------------
Q4'23 US$14.5m
--------------
Q1'24 US$22.5m
--------------
Q2'24 US$31.5m
--------------
Q3'24 US$38.9m
--------------
Q4'24 and each fiscal quarter US$45.7m
thereafter
--------------
In the event of the breach of a minimum revenue covenant, Shield
can avoid default by raising equity or subordinate capital equal
to, or greater than, 200% of the breach. Shield has a period of 40
days from the date of breach to evidence to SWK the raising of
sufficient capital to cure such breach. Shield can utilise this
cure route three times over the life of the facility and not more
than twice in any 12-month period.
The SWK Financing is not conditional on completion of the Equity
Fundraising.
Exercise of AOP Warrants
As announced on 13 December 2022, the Company granted AOP
warrants to subscribe for 5,147,754 new Ordinary Shares at an
exercise price of 6.75p per Ordinary Share (the "AOP Warrants").
AOP has notified the Company of its intention to exercise all of
the AOP Warrants, for an aggregate exercise price of GBP347,473.40,
conditional on the admission of (i) the Placing and Subscription
Shares, and (ii) such number of REX Retail Offer Shares to be
issued pursuant to the REX Retail Offer, to trading on AIM becoming
effective by means of the issue by London Stock Exchange of a
dealing notice under Rule 6 of the AIM Rules.
Immediately prior to the Equity Fundraising and the exercise of
the AOP Warrants, AOP held 40.031% of the voting rights of the
Company. The Subscription and the exercise of the AOP Warrants
shall not result in AOP holding more than 40.031% of the voting
rights of the Company upon Admission.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing in Appendix I to this Announcement.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety (including the Appendices), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in Appendix I.
Unless otherwise indicated, capitalised terms in this
Announcement have the meaning given to them in the definitions
section included in Appendix II.
The ticker for the Company's Ordinary Shares is STX. The
Company's LEI is 213800G74QWY15FC3W71.
An exchange rate of GBP1:US$1.2136 has been used in relation to
the Equity Fundraising in this Announcement.
Enquiries:
Shield Therapeutics plc +44 (0) 191 511 8500
Greg Madison, (CEO)
Hans-Peter Rudolf, (CFO)
Peel Hunt LLP - Nominated Adviser, Joint
Broker and Bookrunner +44 (0) 20 7148 8900
James Steel / Patrick Birkholm (Investment
Banking)
Sohail Akbar / Jock Maxwell Macdonald
(ECM)
Cavendish Capital Markets Ltd - Joint
Broker and Bookrunner +44 (0) 20 7220 0563
Geoff Nash / George Dollemore (Corporate
Finance)
Nigel Birks / Harriet Ward (ECM)
Walbrook PR - Financial PR & IR Adviser +44 (0) 20 7933 8780
Paul McManus / Lianne Applegarth / or Shield@walbrookpr.com
Alice Woodings
About Accrufer(R)/Feraccru(R)
Accrufer(R)/Feraccru(R) (ferric maltol) is a novel, stable,
non-salt based oral therapy for adults with iron deficiency, with
or without anemia. Accrufer(R)/Feraccru(R) has a novel mechanism of
action compared to other oral iron therapies and has been shown to
be an efficacious and well-tolerated therapy in a range of clinical
trials. More information about Accrufer(R)/Feraccru(R), including
the product label, can be found at: www.accrufer.com and
www.feraccru.com
About Shield Therapeutics plc
Shield is a commercial stage specialty pharmaceutical company
with a focus on addressing iron deficiency with its lead product
Accrufer(R)/Feraccru(R) (ferric maltol). The Group has launched
Accrufer(R) in the US and Feraccru(R) is commercialized in the UK
and European Union by Norgine B.V., who also have the marketing
rights in Australia and New Zealand. Shield also has an exclusive
license agreement with Beijing Aosaikang Pharmaceutical Co., Ltd.,
for the development and commercialization of
Accrufer(R)/Feraccru(R) in China, Hong Kong, Macau and Taiwan, with
Korea Pharma Co., Ltd. in the Republic of Korea, and with KYE
Pharmaceuticals Inc. in Canada.
Accrufer(R)/Feraccru(R) has patent coverage until the
mid-2030s.
Accrufer(R)/Feraccru(R) are registered trademarks of the Shield
Group
IMPORTANT NOTICES AND DISCLAIMER
This announcement including its appendices (together, this
"Announcement") and the information contained in it is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction in which publication, release or
distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other state or jurisdiction where to do so would be unlawful.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. This
Announcement has not been approved by London Stock Exchange or by
any other securities exchange.
The New Shares, have not been, and will not be, registered under
the US Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, except pursuant to an
exemption from the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. The Placing Shares are
being offered and sold by the Company outside the United States in
offshore transactions as defined in, and pursuant to, Regulation S
under the Securities Act.
The New Shares may not be publicly offered, sold or marketed,
directly or indirectly, in or into Switzerland within the meaning
of the Swiss Financial Services Act of 15 June 2018, as amended
("FinSA"), except to (i) any investor that qualifies as a
professional client or institutional client within the meaning of
the FinSA, or (ii) in any other circumstances falling within
Article 36 of the FinSA, provided, in each case, that no such offer
of New Shares shall require the publication of a prospectus
pursuant to the FinSA. The New Shares have not been and will not be
admitted to trading on any trading venue in Switzerland. Neither
this announcement nor any other marketing material relating to the
New Shares or the Equity Fundraising constitutes a prospectus
within the meaning of the FinSA. This announcement has not been and
will not be filed with, or reviewed or approved by, a Swiss review
authority, and does not comply with the disclosure requirements
applicable to a prospectus within the meaning of the FinSA. Neither
this announcement nor any other marketing material relating to the
New Shares or the Equity Fundraising may be distributed or
otherwise made available in Switzerland in a manner which would
require the publication of a prospectus in Switzerland pursuant to
the FinSA.
This announcement is being directed to persons in the United
Kingdom only in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
This announcement is for information purposes only and is
directed only at persons who are: (1) in Member States of the
European Economic Area, qualified investors as defined in article
2(e) of the Prospectus Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation"); (2) in the United Kingdom, qualified
investors as defined in article 2(e) of Prospectus Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended ("EUWA") (the "UK
Prospectus Regulation"), who (A) fall within article 19(5)
("investment professionals") of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (B) fall within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order;
or (3) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"Relevant Persons"). This announcement and the terms and conditions
set out herein must not be acted on or relied on by persons who are
not relevant persons. Persons distributing this announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this announcement and the terms and
conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
The New Shares have not been approved, disapproved or
recommended by the US Securities and Exchange Commission, any state
securities commission in the United States or any other US
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of New Shares.
Subject to certain exceptions, the securities referred to herein
may not be offered or sold in the United States, Australia, Canada,
Japan or the Republic of South Africa or to, or for the account or
benefit of, any national, resident or citizen of the United States,
Australia, Canada, Japan or the Republic of South Africa.
No public offering of securities is being made in the United
Kingdom, the United States or any other jurisdiction. Offers of the
New Shares will either be made pursuant to an exemption under the
EU Prospectus Regulation and the UK Prospectus Regulation (as such
terms are defined above) from the requirement to produce a
prospectus or otherwise in circumstances not resulting in an offer
of transferable securities to the public under section 102B of
FSMA.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Directors or the Company, or by any of its or their respective
partners, employees, advisers, affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the EUWA ("UK MAR"),
encompassing information relating to the Placing described above,
and is disclosed in accordance with the Company's obligations under
Article 17 of UK MAR. In addition, market soundings (as defined in
UK MAR) were taken in respect of the Placing with the result that
certain persons became aware of inside information, as permitted by
UK MAR. This inside information is set out in this Announcement.
Therefore, upon publication of this announcement, those persons
that received such inside information in a market sounding are no
longer in possession of such inside information relating to the
Company and its securities.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority is acting as nominated
adviser and joint bookrunner to the Company and no one else in
connection with the Placing and is not acting for and will not be
responsible to any person other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing. Peel Hunt's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange and are not owed
to the Company or to any Director or to any other person in respect
of his decision to acquire shares in the Company in reliance on any
part of this Announcement.
Cavendish, which is authorised and regulated by the FCA for the
conduct of regulated activities in the United Kingdom, is acting as
joint bookrunner to the Company and no one else in connection with
the Placing and is not acting for and will not be responsible to
any person other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing.
Except as required under applicable law, neither Peel Hunt,
Cavendish nor any of their directors, officers, partners, members,
employees, advisers, affiliates or agents assume or accept any
responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of Peel Hunt, Cavendish or any
of their affiliates in connection with the Company, the New Shares
or the Placing. Peel Hunt, Cavendish and each of their directors,
officers, partners, members, employees, advisers, affiliates and
agents accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by Peel
Hunt, Cavendish or any of their directors, officers, partners,
employees, advisers, affiliates or agents as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
The distribution of this Announcement and/or the Equity
Fundraising in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Peel Hunt, Cavendish or any
of their respective affiliates that would, or which is intended to,
permit an offering of the New Shares in any jurisdiction or result
in the possession or distribution of this Announcement or any other
offering or publicity material relating to New Shares in any
jurisdiction where action for that purpose is required.
This Announcement does not constitute a recommendation
concerning any investor's option with respect to the Equity
Fundraising. Each investor or prospective investor should conduct
his, her or its own investigation, analysis and evaluation of the
business and data described in this Announcement and publicly
available information. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult with his or her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended, as it forms part of UK domestic
law by virtue of the EUWA ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II, as amended, as it forms part of UK domestic law by virtue of
the EUWA; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of: (a) retail investors; (b) investors
who meet the criteria of professional clients; and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Peel Hunt and Cavendish will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Forward Looking Statements
This Announcement contains "forward-looking statements" which
include all statements (other than statements of historical facts)
including, without limitation, those regarding the Group's
financial position, business strategy, plans and objectives of
management for future operations, and any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group
will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required
to do so by applicable law or the AIM Rules for Companies.
APPIX I - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHO ARE
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMED (THE "UK PROSPECTUS REGULATION"), WHO (A) FALL WITHIN
ARTICLE 19(5) ("INVESTMENT PROFESSIONALS") OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF
THE ORDER; OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED; OR (4) IF IN SWITZERLAND, A "PROFESSIONAL CLIENT" OR
AN "INSTITUTIONAL CLIENT" WITHIN THE MEANING OF THE SWISS FINANCIAL
SERVICES ACT OF 15 JUNE 2018, AS AMED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The New Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act")
or under any securities laws of any state or other jurisdiction of
the United States and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from the registration requirements of the US
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States. There will be no
public offer of the securities mentioned herein in the United
States.
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from the
United States, Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such release publication
or distribution would be unlawful.
The distribution of this Announcement and/or the Placing and/or
the issue of the New Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents
directors, officers or employees that would permit an offer of the
New Shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such New
Shares and/or the Placing in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement or any such other offering or publicity material comes
are required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction in which the same would be unlawful. No
public offering of the New Shares is being made in any such
jurisdiction.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments
Commission, the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Shares and the New Shares have
not been, nor will they be registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the New Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction
outside the United Kingdom the European Economic Area ("EEA"), and
Switzerland.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
'Important Notices and Disclaimer' section of this
Announcement.
By participating in the Bookbuild and/or the Placing, each
Placee will be deemed to have read and understood this Announcement
in its entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges, inter alia, that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners have been given to the offer or
resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each, a "Relevant Member State") who acquires any Placing Shares
pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners have been given to the offer
or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons;
4. in the case of a Relevant Person in Switzerland who acquires
any Placing Shares pursuant to the Placing, it is a "professional
client" or an "institution client" within the meaning of the Swiss
Financial Services Act of 15 June 2018, as amended;
5. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
6. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
7. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 5 above) is located outside the United States and is
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the US
Securities Act ("Regulation S"); and
8. it has not offered, sold or delivered and will not offer to
sell or deliver any of the Placing Shares to persons within the
United States, directly or indirectly; neither it, its affiliates,
nor any persons acting on its behalf, have engaged or will engage
in any directed selling efforts (as defined in Regulation S) with
respect to the Placing Shares; and it is not taking up the Placing
Shares for resale in or into the United States.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and the Placing Shares will not
be offered in such a way as to require any prospectus or other
offering document to be published. No prospectus or other offering
document has been or will be submitted to be approved by the FCA or
any other regulatory authority in relation to the Placing or the
New Shares and Placees' commitments will be made solely on the
basis of their own assessment of the Company, the Placing Shares
and the Placing based on the information contained in this
Announcement, the announcement of the closing of the Placing (the
"Results Announcement") (together, the "Placing Documents") and any
other information publicly announced through a regulatory
information service ("RIS") by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or
shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider
any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor,
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as joint bookrunners and
brokers in connection with the Placing and have today entered into
the Placing Agreement with the Company under which, on the terms
and subject to the conditions set out in the Placing Agreement, the
Joint Bookrunners, as agents for and on behalf of the Company, have
severally (and not jointly or jointly and severally) agreed to use
their respective reasonable endeavours to procure Placees for the
Placing Shares at the Issue Price.
Further details of the placing procedure and terms on which the
Placing Shares are being offered are set out below.
No element of the Placing is being underwritten.
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all claims, liens, charges, encumbrances
and equities.
Application for Admission
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for Admission.
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. on 4 October 2023 (or such later time and/or
date as the Joint Bookrunners may agree with the Company) and that
dealings in the Placing Shares on AIM will commence at that
time.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to
determine demand for Placing Shares by Placees. This Announcement
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid by
Placees in respect of any Placing Shares.
The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their
absolute discretion following consultation with the Company,
determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, or jointly and severally, as joint bookrunners,
brokers and placing agents of the Company. Participation in the
Placing will only be available to persons who may lawfully be, and
are, invited to participate by either of the Joint Bookrunners.
Each of the Joint Bookrunners may itself agree to be a Placee in
respect of all or some of the Placing Shares or may nominate any
member of its group to do so.
2. The number of Placing Shares will be agreed by the Joint
Bookrunners and the Company following completion of the Bookbuild.
The number of Placing Shares to be issued will be announced on an
RIS following the completion of the Bookbuild via the Results
Announcement.
3. To participate in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at the relevant Joint Bookrunner. Each bid
should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Issue Price. The Joint
Bookrunners reserve the right not to accept bids or to accept bids
in part rather than in whole. The acceptance of the bids will be at
the Joint Bookrunners' absolute discretion, subject to agreement
with the Company.
4. The Bookbuild is expected to close no later than 4.00 p.m. on
the date of this Announcement but may be closed earlier or later at
the sole discretion of the Joint Bookrunners. The Joint Bookrunners
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed. The Company reserves the right
(upon the agreement of the Joint Bookrunners) to increase or reduce
the number of Placing Shares to be issued pursuant to the Placing,
in its absolute discretion.
5. Allocations of the Placing Shares will be determined by the
Joint Bookrunners and the Company. Allocations in respect of the
Placing Shares will be confirmed orally by the Joint Bookrunners
and a contract note will be despatched as soon as possible
thereafter. A Joint Bookrunner's oral confirmation to such Placee
constitutes an irrevocable legally binding commitment upon such
person (who will at that point become a Placee), in favour of the
Joint Bookrunners and the Company, on the terms and conditions set
out in this Appendix and in accordance with the Company's articles
of association to subscribe for such number of Placing Shares as
are confirmed by the Joint Bookrunners and to pay in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares for which such Placee has agreed to subscribe.
Except with the relevant Joint Bookrunner's consent, such
commitment will not be capable of variation or revocation after the
time at which it is submitted.
6. As set out above, each Placee's allocation and commitment
will be evidenced by a contract note issued to such Placee by the
relevant Joint Bookrunner. The terms of this Appendix will be
deemed incorporated in that contract note.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under 'Registration and Settlement'.
8. All obligations under the Bookbuild and/or the Placing will
be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under 'Conditions of the Placing' and
to the Placing not being terminated on the basis referred to below
under 'Right to terminate under the Placing Agreement'.
9. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law and the applicable
rules of the FCA, neither the Joint Bookrunners, nor the Company,
nor any of their respective affiliates, agents, directors, officers
or employees shall have any responsibility or liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Joint Bookrunners, nor the
Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners' conduct of the Placing or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may determine.
11. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's 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 and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
12. All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on customary conditions including, inter
alia, (the "Conditions"):
1. the Company having complied with all its obligations and
having satisfied all conditions under the Placing Agreement or
under the terms or conditions of the Placing, which fall to be
performed or satisfied on or prior to Admission;
2. the warranties contained in the Placing Agreement, being
true, accurate and not misleading at the date of the Placing
Agreement (and remaining true, accurate and not misleading at any
time between such date and Admission) by reference to the facts
then subsisting;
3. the Loan Agreement having been duly executed, not having
lapsed or been terminated and having become unconditional in
accordance with its terms; and
4. Admission occurring no later than 8.00 a.m. on 4 October 2023
(or such later time and/or date, not being later than 8.00 a.m. on
13 October 2023, as the Joint Bookrunners may otherwise agree with
the Company).
The Joint Bookrunners (if they both agree) may, at their
absolute discretion and upon such terms as they think fit, waive
compliance by the Company with the whole or any part of certain of
the Company's obligations in relation to the Conditions or extend
the time or date provided for fulfilment of certain such Conditions
in respect of all or any part of the performance thereof. Certain
Conditions including, inter alia, Admission taking place, may not
be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Joint Bookrunners by the relevant time or
date specified (or such later time or date as the Company and the
Joint Bookrunners may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below under 'Right to
terminate under the Placing Agreement', the Placing will not
proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it or on
its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
Neither of the Joint Bookrunners, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
Condition to the Placing, nor for any decision they may make as to
the satisfaction of any Condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Right to terminate under the Placing Agreement
Each of the Joint Bookrunners is entitled, at any time on or
before Admission, to terminate its obligations under the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if at any time on or before Admission:
1. in the opinion of the Joint Bookrunners (acting in good
faith), the Company has breached any of its obligations under the
Placing Agreement; or
2. in the opinion of the Joint Bookrunners (acting in good
faith), any of the warranties contained in the Placing Agreement
has become untrue, inaccurate or misleading (or would be untrue,
inaccurate or misleading if repeated at any time up to Admission)
by reference to the facts and circumstances then existing; or
3. there has occurred, in the opinion of the Joint Bookrunners
(acting in good faith), a material adverse effect (whether or not
foreseeable at the date of the Placing Agreement); or
4. there has been a breach of the Loan Agreement by any party
thereto or any party thereto has become entitled to terminate or
rescind the Loan Agreement ; or
5. the occurrence, in the opinion of the Joint Bookrunners
(acting in good faith), of certain force majeure events (including
material deterioration in, or material escalation in the response
to, the Covid-19 pandemic), which would, inter alia, in the opinion
of the Joint Bookrunners (acting in good faith), be likely to
prejudice the success of the Placing and/or Admission, or make it
impractical to proceed with the Placing and/or Admission.
Upon termination, such terminating Joint Bookrunner shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions. If both Joint Bookrunners terminate their obligations
under the Placing Agreement, then the Placing Agreement shall cease
and terminate and the Placing will not proceed.
By participating in the Placing, each Placee agrees that (i) the
exercise by either of the Joint Bookrunners of any right of
termination or of any other discretion under the Placing Agreement
shall be within the absolute discretion of such Joint Bookrunner
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances
described above under 'Right to terminate under the Placing
Agreement' and 'Conditions of the Placing', and its participation
will not be capable of rescission or termination by it after oral
confirmation by the Joint Bookrunners of the allocation and
commitments following the close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 90 days after
Admission, it will not, without the prior written consent from the
Joint Bookrunners, directly or indirectly, offer, issue, lend, sell
or contract to sell, issue options in respect of or otherwise
dispose of, or announce an offer or issue of any shares of the
Company (or any interest therein or in respect thereof) or any
other securities exchangeable or convertible into, or substantially
similar to, shares of the Company, or enter into any transaction
with the same economic effect as, or agree to do, any of the
foregoing. However, this undertaking shall not prevent or restrict
the grant or exercise of options or other rights related to shares
of the Company and/or the issue of shares of the Company pursuant
to the exercise of options, in each case under employee share
incentive schemes where such schemes are in existence on the date
of Admission.
By participating in the Placing, Placees agree that the exercise
by any Joint Bookrunner of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up provisions under the Placing Agreement
shall be within the absolute discretion of that Joint Bookrunner
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant
consent.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant
to the Placing and any allocation of Placing Shares will be
notified to them on or around the date of this Announcement (or
such other time and/or date as the Company and the Joint
Bookrunners may agree).
Payment in full for any Placing Shares so allocated in respect
of the Placing at the Issue Price must be made by no later than
8:00 a.m. on 4 October 2023 (or such other date as shall be
notified to each Placee by the Joint Bookrunners). The Joint
Bookrunners will notify Placees if any of the dates in these terms
and conditions should change, including as a result of delay in
Admission or otherwise.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BYV81293) following Admission will take place within CREST,
subject to certain exceptions. The Joint Bookrunners reserve the
right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with the
relevant Joint Bookrunner stating the number of Placing Shares
allocated to them at the Issue Price, the aggregate amount owed by
such Placee to the Joint Bookrunner and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the
standing CREST or certificated settlement instructions in respect
of the Placing Shares that it has in place with the relevant Joint
Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the relevant Joint Bookrunner as agent for the Company
and the relevant Joint Bookrunner will enter its delivery
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is anticipated that settlement in respect of the Placing
Shares will take place on 4 October 2023 on a delivery versus
payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Joint Bookrunner may sell any or
all of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for the Joint Bookrunners'
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and will be required to bear any stamp duty or stamp
duty reserve tax or other taxes or duties (together with any
interest or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are issued in a Placee's
name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty
or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), none of the Joint Bookrunners nor the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Bookrunners (in their capacity as Joint Bookrunners
and placing agents of the Company in respect of the Placing) and
the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares, Admission or otherwise
other than the information contained in the Placing Documents and
the Publicly Available Information;
2. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. None of the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and the Joint Bookrunners on an
after-tax basis in respect of any Indemnified Taxes;
3. neither the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person (other than the
relevant Joint Bookrunner) in connection with the Placing;
4. time is of the essence as regards its obligations under this Announcement;
5. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
No distribution of Announcement
6. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
7. no prospectus or other offering document is required under
the UK Prospectus Regulation or the EU Prospectus Regulation, nor
will one be prepared in connection with the Bookbuild, the Placing
or the Placing Shares and it has not received and will not receive
a prospectus or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
Purchases by Joint Bookrunners for their own account
8. in connection with the Placing, the Joint Bookrunners and any
of their affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing
Shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to each
of the Joint Bookrunners or any of their affiliates acting in such
capacity;
9. each of the Joint Bookrunners and their affiliates may enter
into financing arrangements and swaps with investors in connection
with which each of the Joint Bookrunners and any of their
affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares;
10. the Joint Bookrunners do not intend to disclose the extent
of any investment or transactions referred to in paragraphs 8 and 9
above otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of the Joint Bookrunners
11. the Joint Bookrunners do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
12. its participation in the Placing is on the basis that it is
not and will not be a client of any of the Joint Bookrunners in
connection with its participation in the Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing
the protections afforded to their respective clients or customers
or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
No responsibility of the Joint Bookrunners for information
13. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and neither Joint Bookrunner nor
their respective affiliates, agents, directors, officers or
employees nor any person acting on behalf of any of them is
responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
Reliance on information regarding the Placing
14.
(a) the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in this Announcement, or any Publicly
Available Information (save that in the case of Publicly Available
Information, a Placee's right to rely on that information is
limited to the right that such Placee would have as a matter of law
in the absence of this paragraph 14(a)), such information being all
that such Placee deems necessary or appropriate and sufficient to
make an investment decision in respect of the Placing Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by any of the Joint Bookrunners or the Company nor
any of their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
this Announcement, or the Publicly Available Information or
otherwise;
(c) none of the Joint Bookrunners, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly
Available Information; nor has it requested any of the Joint
Bookrunners, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information; and
(d) none of the Joint Bookrunners or the Company will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement,
provided that nothing in this paragraph 14 excludes the
liability of any person for fraudulent misrepresentation made by
that person;
Conducted own investigation and due diligence
15. it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of their affiliates or any person
acting on their behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and none
of such persons has made any representation, express or implied,
with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in this
Announcement, the Publicly Available Information or any other
information;
16. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to the Joint Bookrunners for all or part of
any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
17. the Existing Ordinary Shares are admitted to trading on AIM,
and that the Company is therefore required to publish certain
business and financial information in accordance with the AIM
Rules, 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 it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
Capacity and authority
18. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it:
(a) is duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or the Joint
Bookrunners for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting
for another person);
20. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in the Joint Bookrunners, the Company or any of
their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
21. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of each
Joint Bookrunner as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe upon the
terms of this Announcement;
Excluded territories
23. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, Canada, Japan or the
Republic of South Africa, or any state, province, territory or
jurisdiction thereof;
24. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction in which it would be unlawful to
do so and no action has been or will be taken by any of the
Company, the Joint Bookrunners or any person acting on behalf of
the Company or the Joint Bookrunners that would, or is intended to,
permit a public offer of the Placing Shares in the United States,
Australia, Canada, Japan, or the Republic of South Africa or any
country or jurisdiction, or any state, province, territory or
jurisdiction thereof, where any such action for that purpose is
required;
25. unless otherwise specifically agreed with the Joint
Bookrunners, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, Australia,
Japan, the Republic of South Africa or any province or territory of
Canada;
26. it may be asked to disclose in writing or orally to the Joint Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares, is (i) located
outside the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; (ii) has not been offered to purchase or subscribe
for Placing Shares by means of any "directed selling efforts" as
defined in Regulation S;
28. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the US Securities Act,
or pursuant to an exemption from the registration requirements of
the US Securities Act and in accordance with applicable state
securities laws;
29. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
Compliance with selling restrictions and the EU Prospectus
Regulation and UK Prospectus Regulation
30. if in the United Kingdom, it is a Relevant Person and it is
a Qualified Investor (as such term is defined in Article 2(e) of
the UK Prospectus Regulation);
31. if in a Relevant Member State, it is a Relevant Person and
it is a Qualified Investor (as such term is defined in the EU
Prospectus Regulation);
32. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom except to Qualified
Investors (as such term is defined in Article 2(e) of the UK
Prospectus Regulation) or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of the UK Prospectus
Regulation;
33. it has not offered or sold and will not offer or sell any
Placing Shares to persons in a Relevant Member State except to
Qualified Investors (as such term is defined in Article 2(e) of the
EU Prospectus Regulation) or otherwise in circumstances which have
not resulted in and which will not result in an offer to the public
in a Relevant Member State within the meaning of the EU Prospectus
Regulation;
34. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the Placing Shares subscribed
for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors (as such term is defined in
Article 2(e) of the UK Prospectus Regulation);
35. if a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, the Placing Shares subscribed
for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Relevant
Member State other than Qualified Investors (as such term is
defined in Article 2(e) of the EU Prospectus Regulation);
Compliance with FSMA, the UK financial promotion regime and UK
MAR
36. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
37. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA;
38. 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 section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by either Joint Bookrunner in its capacity as an
authorised person under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was
made or approved as a financial promotion by an authorised
person;
39. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018,
("UK MAR") in respect of anything done in, from or otherwise
involving, the United Kingdom);
40. if in Switzerland, that it is a "professional client" or an
"institution client" within the meaning of the Swiss Financial
Services Act of 15 June 2018, as amended;
Compliance with laws
41. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
42. it is not a (i) a person named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (ii) a person subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations;
43. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended) and any related or similar
rules, regulations or guidelines, issued, administered or enforced
by any government agency having jurisdiction in respect thereof
(the "Regulations") and, 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;
44. in order to ensure compliance with the Regulations, each
Joint Bookrunner (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Joint
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identify the relevant Joint
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to
them, either the relevant Joint Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
Depositary receipts and clearance services
45. 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 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
46. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of 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 the Joint Bookrunners may in their sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Issue Price and the
number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares;
Money held on account
47. any money held in an account with the relevant Joint
Bookrunners on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
the FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules: as
a consequence this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be held by it under a banking relationship and not as
trustee;
Allocation
48. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares but in no event in aggregate more than the aforementioned
maximum;
No recommendation
49. none of the Joint Bookrunners, nor any of their respective
affiliates, nor any person acting on behalf of them, is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the
Placing;
Inside information
50. if it has received any 'inside information' (for the
purposes of UK MAR and section 56 of the Criminal Justice Act 1993)
in relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of UK MAR
and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
51. the rights and remedies of the Company and the Joint
Bookrunners under the terms and conditions in this Announcement are
in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others; and
Governing law and jurisdiction
52. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and Wales, and it submits
(on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity
or termination of such contract or relating to any non-contractual
or other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as each of the Joint Bookrunners and
are irrevocable. The Joint Bookrunners, the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each
prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and the Joint Bookrunners to
produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this
Announcement or incurred by the Joint Bookrunners, the Company or
each of their respective affiliates, agents, directors, officers or
employees arising from the performance of the Placees' obligations
as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the Joint
Bookrunners will be responsible and the Placees shall indemnify the
Company and the Joint Bookrunners on an after-tax basis for any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or the Joint Bookrunners in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Joint
Bookrunners accordingly. Placees are advised to consult with their
own advisers regarding the tax aspects of the subscription for
Placing Shares.
The Company and the Joint Bookrunners are not liable to bear any
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Joint Bookrunners and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Joint
Bookrunners and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the United Kingdom, by them or any other person
on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire,
transfer or sell any Placing Shares.
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. Past performance is no
guide to future performance and persons needing advice should
consult an independent financial adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX II - DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" the admission of (i) the Placing Shares to be issued pursuant to the
Placing, (ii) such number
of REX Retail Offer Shares to be issued pursuant to the REX Retail Offer,
and (iii) the Subscription
Shares, to trading on AIM becoming effective by means of the issue by London
Stock Exchange
of a dealing notice under Rule 6 of the AIM Rules;
"AIM" AIM, the market of that name operated by London Stock Exchange
"AIM Rules" the 'AIM Rules for Companies' and/or the AIM Rules for Nominated Advisers
(as the context
may require)
"AIM Rules for Companies" the rules of AIM as set out in the publication entitled "AIM Rules for
Companies" published
by the London Stock Exchange from time to time
"AIM Rules for Nominated Advisers" the rules of AIM as set out in the publication entitled "AIM Rules for
Nominated Advisers"
published by the London Stock Exchange from time to time
"Announcement" this Announcement including its appendices
"AOP" AOP Health International Management AG
"AOP Independent Directors" the Directors, other than Dr. Christian Schweiger, who is also a
director of AOP
"AOP Warrants" has the meaning set out in this Announcement
"Board" or "Directors" the board of directors of the Company
"Bookbuild" the accelerated bookbuilding process which will be launched immediately
following this Announcement
"Cavendish" Cavendish Capital Markets Ltd, the Company's joint bookrunner and broker in
connection with
the Placing
"certificated" or "in certificated form" an Ordinary Share or other security recorded on a company's share register
as being held in
certificated form (that is not in CREST)
"Company" or "Shield" Shield Therapeutics plc, a public limited company incorporated in England
and Wales under
registered number 09761509
"CREST" the relevant system (as defined in the CREST Regulations) which enables
title to units of
relevant securities (as defined in the CREST Regulations) to be evidenced
and transferred
without a written instrument and in respect of which Euroclear is the
Operator (as defined
in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 SI 2001/3755, as amended
"Equity Fundraising" together, the Placing, the Subscription and the REX Retail Offer
"Euroclear" Euroclear UK & International Limited, the operator (as defined in the CREST
Regulations) of
CREST
"Existing AOP Loan" the amended and restated shareholder loan between the Company, AOP and
Shield TX (UK) Limited
dated 12 December 2022
"Existing Ordinary Shares" the Ordinary Shares in issue immediately prior to the Equity Fundraising,
all of which are
admitted to trading on AIM
"FCA" the Financial Conduct Authority of the United Kingdom
"FSMA" the Financial Services and Markets Act 2000, as amended
"Group" the Company and each of its subsidiary undertakings and associates from time
to time including
where the context requires any one or more of such companies and "Group
Companies" shall be
construed accordingly;
"Issue Price" 8 pence per New Share
"Joint Bookrunners" Cavendish and Peel Hunt
"Loan Agreement" the secured loan agreement entered into between the Company and SWK on 28
September 2023,
pursuant to which SWK has agreed to make the Loan available to the Company;
"London Stock Exchange" London Stock Exchange plc
"New Shares" the Placing Shares, the REX Retail Offer Shares and the Subscription Shares;
"Ordinary Shares" ordinary shares of 1.5 pence each in the capital of the Company
"Peel Hunt" Peel Hunt LLP, the Company's nominated adviser and joint bookrunner and
broker in connection
with the Placing
"Placee" eligible institutional investors procured by the Joint Bookrunners and
subscribing for Placing
Shares in the Placing
"Placing" the conditional placing by Peel Hunt and Cavendish (on behalf of the
Company) of the Placing
Shares at the Issue Price pursuant to the Placing Agreement to raise
approximately GBP3.3m
before expenses
"Placing Agreement" the placing agreement dated 28 September 2023 made between the Company and
the Joint Bookrunners
in relation to the Placing
"Placing Shares" such number of New Shares to be issued to Placees by the Company pursuant to
the Placing,
which shall be established by the Bookbuild and agreed between the Company
and the Joint Bookrunners
"Relevant Persons" has the meaning set out in Appendix I of this Announcement
"Restricted Jurisdiction" each and any of the United States, Australia, Canada, Japan and the Republic
of South Africa
"REX Retail Offer" the offer of REX Retail Offer Shares at the Issue Price to existing retail
shareholders of
the Company on the basis of the terms and conditions set out in the REX
Retail Offer Announcement
"REX Retail Offer Announcement" the announcement released by the Company on 28 September 2023 titled "REX
Retail Offer"
"REX Retail Offer Shares" new ordinary shares issued pursuant to the REX Retail Offer
"RIS" has the meaning set out in Appendix I of this Announcement
"Shareholders" the holders of Ordinary Shares for the time being (each individually a
"Shareholder")
"SOFR" the Secured Overnight Financing Rate
"Subscription" the conditional subscription by AOP for Subscription Shares at the Issue
Price in accordance
with the Subscription Letter to raise approximately GBP1.7m before expenses
"Subscription Letter" the subscription letter to be entered into between AOP and the Company on 28
September 2023
in relation to the Subscription
"Subscription Shares" The up to 21,012,552 new Ordinary Shares to be issued pursuant to the
"SWK" Subscription
SWK Funding LLC, a Delaware limited liability company
"SWK Financing" has the meaning set out in this Announcement
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"UK MAR" Regulation (EU) No. 596/2014 of the European Parliament and of the Council
of 16 April 2014
on market abuse, as it forms part of UK domestic law by virtue of the
European Union (Withdrawal)
Act 2018, as amended
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States
and the District of Columbia
"Viatris" Viatris, Inc.
"Warrants" the warrants to subscribe for 8,910,540 new Ordinary Shares proposed to be
issued by the Company
to SWK in connection with the Loan Agreement and to be constituted by the
warrant instrument
proposed to be entered into prior to Admission
[1] As estimated by Shield based on a population of c.313M (as
at 2012) and the study as set out in Hong Le C, et al. PLoS One.
2016;11(11): e0166635 which references 7.1% of the US population
with anemia.
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END
MSCEAENPALLDEEA
(END) Dow Jones Newswires
September 28, 2023 02:01 ET (06:01 GMT)
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