TIDMPHC
RNS Number : 8253D
Plant Health Care PLC
24 February 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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 THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
24 February 2020
Plant Health Care plc
("Plant Health Care", "PHC" or the "Company")
Proposed Placing and Subscription to raise a minimum of $4.0
million
Plant Health Care plc, a leading provider of novel
patent-protected biological products to global agricultural
markets, today announces its intention to raise a minimum of $4.0
million by way of (i) a placing of new Ordinary Shares ("Placing
Shares") at a fixed price of 8 pence per new Ordinary Share (the
"Issue Price") to institutional and other investors (the "Placing")
and (ii) a subscription of new Ordinary Shares ("Subscription
Shares") at the Issue Price to institutional and other investors
(the "Subscription" and together with the Placing, the
"Fundraising").
Highlights:
-- The Company intends to conduct a conditional Placing and
Subscription to raise a minimum of $4.0 million via the issue of
the Placing Shares at the Issue Price and Subscription of the
Subscription Shares at the Issue Price.
-- The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix I to this Announcement.
-- The Company has conditionally raised approximately $3.1
million (before expenses) through the Subscription of 29,887,132
Subscription Shares.
-- The Issue Price represents a discount of approximately 43.9
per cent. to the closing mid-market price on 21 February 2020,
being the latest practicable date before this Announcement.
-- Admission of the Placing Shares and Subscription Shares (the
"Fundraising Shares") to trading on AIM ("Admission") is expected
to occur no later than 8.00 a.m. on 18 March 2020 or such later
time and/or date as Arden and the Company agree (being in any event
no later than 8.00 a.m. on 3 April 2020).
-- The Company will be seeking the approval of Shareholders at a
general meeting of the Company ("General Meeting") for general
authority to allot the Fundraising Shares and equity securities for
cash on a non-pre-emptive basis under the Companies Act 2006. A
circular containing further details of the Fundraising and notice
of General Meeting to be held at 11.00 a.m. on 16 March 2020 to,
inter alia, approve the resolutions required to implement the
Fundraising ("Fundraising Resolutions"), is expected to be
published and despatched to Shareholders on 25 February 2020
("Circular"). Following its publication, the Circular will be
available on the Company's website.
The number of Placing Shares and Subscription Shares to be
issued will be determined based on the Bloomberg exchange rate
between US dollar and pound sterling at 7.00 a.m. (UK time) on 21
February 2020, being the last practicable date prior to this
Announcement. Any reference to gross or net proceeds in this
Announcement assumes an exchange rate of 1:1.2897.
For further information, please contact:
Plant Health Care plc Tel: +1 919 926 1600
Chris Richards, CEO
Arden Partners plc - Nomad & Broker Tel: +44 (0) 20 7614
5900
John Llewellyn-Lloyd / Dan Gee-Summons
Additional information
Expected timetable of events
Announcement of the Fundraising 24 February 2020
Announcement of the results 24 February 2020
of the Placing
Publication of the Circular 25 February 2020
Latest time and date for receipt 11.00 a.m. 14 March 2020
of Forms of Proxy and CREST
voting instructions
General Meeting 11.00 a.m. on 16 March 2020
Results of the General Meeting 16 March 2020
announced
Admission of Placing Shares 8.00 a.m. on 18 March 2020
and Subscription Shares to trading
on AIM and commencement of dealings
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company and Arden. If any of the
above times and/or dates should change, the revised times and/or
dates will be announced through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise stated.
Introduction and Background relating to the Placing and
Subscription
In November 2019, the Company raised $3 million through the
issue of 34,564,500 new Ordinary Shares to Ospraie Ag Science LLC,
the agriculture venture capital arm of Ospraie Management, LLC, a
New York based investment management firm which specializes in
investing in commodities, agriculture and other basic industries on
a global basis.
The proceeds of this fundraise were to strengthen the Company's
balance sheet and enable it to accelerate sales growth and
commercialization of the first products from the Company's
ground-breaking PREtec (Plant Response Elicitor) technology, as
well as providing additional working capital.
Progress towards the first launches of products from PREtec
(Plant Response Elicitor Technology) continues to be very
promising, targeting markets worth more than $5 billion. Moreover,
the Board is confident that the basis has been laid for delivering
strong revenue growth in 2020 and beyond, in line with market
forecasts. However, following the lower than expected revenue in
2019 and subsequent review of the Company budgets and continuing
investment in PREtec, the Board believes that raising additional
finance is necessary and is in the best long-term interests of
shareholders. This is both to provide additional resources to
underpin forecast revenue growth for commercial products and to
ensure the successful launch of the first PREtec products.
Given the seasonality in the Company's cash flows, the Board
considers that raising additional funds of a minimum of $4 million
is appropriate.
Current trading
All results provided are preliminary and subject to completion
of the 2019 audit.
Further to the Company's trading update on 19 December 2019, the
Company confirms that it now expects revenue to be $6.4 million
(2018: $8.1 million), 21% down on the prior year, 18% in constant
currency with gross margin decreasing to 57% (2018: 65%). The
decreased gross margin percentage is primarily due to the increased
proportion of third-party sales in Mexico and increased tariffs
imposed on China by the US. Sales of Harpin
<ALPHA><BETA> by the Company were down 34% compared to
the prior year. The delay in receiving an import licence in Brazil
(down 64%) and exceptionally difficult market conditions in the US
(down 18%) held back sales, despite strong market demand for Harpin
<ALPHA><BETA>. Since the end of the year, the Brazil
import licence has been obtained. These factors obscured excellent
customer benefits in newly launched Harpin
<ALPHA><BETA> products, supported by new relationships
with very strong national distributors in the US and Brazil. These
have established a very promising base for revenue growth in 2020
and beyond.
The Company's cash and cash equivalents at 31 December 2019 was
$2.4 million. The Company successfully raised circa GBP2.4 million
(circa $3.0 million) through the issuance of Shares in November
2019.
Sales in North America were $1.7 million (2018: $2.1 million)
and South America $0.4 million (2018: $1.2 million). In
Europe/Africa sales were $1.0 million (2018: $1.7 million),
supported by 17% sales growth in Spain. Sales in Mexico were $3.3
million (2018: $3.1 million).
The Company has maintained strict control of cash operating
expenses, which finished the year at $7.4 million ($10.4 million in
2018); the main contributors were reduced New Technology spend at
$2.1 million (2018: $3.5 million), reduced sales and marketing
personnel costs of $0.5 million and elimination of a bad debt
provision (2018: $0.8 million). Inventory ($3.0 million), accounts
receivable ($3.6 million) and payables ($0.8 million) were
comparable to the prior year ($3.0 million, $3.8 million and $1.5
million respectively). The Company ended 2019 with $2.4 million in
cash and cash equivalents. The Company's cash burn reduced to $4.8
million (2018: $6.3 million).
The Company has made impressive progress towards the launch of
the first products from the PREtec peptide platforms, targeting
markets worth more than $5 billion. The first US patents for PREtec
peptides have been granted, with wide claims. The Company plans to
update the market over the coming weeks, on progress towards the
first PREtec product launches. With sufficient cash resources, the
Company aims to increase spend on PREtec product development, in
order to maximise the impact of these impending product
launches.
Use of proceeds
The net proceeds receivable by the Company pursuant to the
Fundraising are expected to be a minimum of $3.8 million. The
Company intends to use the proceeds, together with its existing
cash resources and future cash flows from its commercial business,
to:
1. accelerate the final development of the first products from
the PREtec (Plant Response Elicitor Technology) platform including
achieving product registrations in the United States and Brazil on
the earliest possible time-scale;
2. prepare PHC279 (and potentially PHC949 and PHC414) for a
successful launch in the United States, Brazil and other target
markets;
3. under-pin the delivery of the growth of Harpin
<ALPHA><BETA> in 2020 and beyond, through additional
sales and marketing resources; and
4. improve the Company's ability to support sales growth by
increasing the funds available for working capital, especially to
accommodate payment terms in Brazil.
The Placing
The Company is seeking to raise a minimum of $0.9 million
(before expenses) from the Placing of the Placing Shares at the
Issue Price.
The Placing is conditional, inter alia, upon:
a) the passing of the Fundraising Resolutions at the General Meeting;
b) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
c) Admission becoming effective by no later than 8.00 a.m. on 18
March 2020 or such later time and/or date (being no later than 8.00
a.m. on 3 April 2020) as Arden and the Company may agree.
If any of the conditions of the Placing are not satisfied the
Placing Shares will not be issued and all monies received will be
returned to the Placees at their own risk and without interest as
soon as possible thereafter.
Subscription
Under the Subscription, the Company has conditionally raised
approximately $3.1 million (before expenses) by way of the
subscription at the Issue Price of 29,887,132 Subscription Shares.
The Subscription is conditional, inter alia, upon the passing of
the Fundraising Resolutions at the General Meeting and admission of
the Subscription Shares to trading on AIM occurring no later than
8.00 a.m. on 18 March 2020 (or such later time and/or date as Arden
may agree, but in any event by no later than 8.00 a.m. on 3 April
2020).
Director participation
As part of the Fundraising, William Lewis, Jeffrey Hovey and
Jeffrey Tweedy have conditionally subscribed for 271,379
Subscription Shares. Chris Richards and Richard Webb intend to
conditionally subscribe for 750,000 Placing Shares.
Related Party Transaction
The Subscription participation from Ospraie AG Science LLC is
considered a related-party transaction for the purposes of Rule 13
of the AIM Rules for Companies. The directors consider, having
consulted with Arden, the Company's nominated advisers, that the
Subscription participation is fair and reasonable in so far as
Plant Health Care's shareholders are concerned.
Placing Agreement
Pursuant to the terms of the Placing Agreement, Arden, as agent
for the Company, has conditionally agreed to use reasonable
endeavours to procure subscribers for the Placing Shares. Arden
intends to conditionally place the Placing Shares with investors at
the Issue Price. The Placing Agreement is conditional upon, inter
alia:
-- the Resolutions being duly passed at the General Meeting;
-- Admission of the Placing Shares and the Subscription Shares
(save for the Subscription Shares proposed to be subscribed for by
Thomas Isler); and
-- Admission becoming effective on or before 8.00 a.m. on 18
March 2020 (or such later time and/or date as Arden may agree, but
in any event by no later than 8.00 a.m. on 3 April 2020).
The Placing Agreement contains customary warranties from the
Company in favour of Arden in relation to, inter alia, the accuracy
of the information in this Announcement and other matters relating
to the Group and its business. In addition, the Company has agreed
to indemnify Arden in relation to certain liabilities that it may
incur in respect of the Fundraising.
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, including if any of the
warranties given to Arden in the Placing Agreement were not true or
accurate or were misleading when given or deemed given or would no
longer be true and accurate, or would be misleading if repeated or
deemed repeated, the failure of the Company to comply with certain
of its obligations under the Placing Agreement, the occurrence of
an event which materially (in the good faith opinion of Arden)
affects the financial position and/or prospects of the Group as a
whole or any change in national or international financial,
monetary, economic, political, environmental, or stock market
conditions which, in the good faith opinion of Arden will or is
likely to be materially prejudicial to the Group or to the Placing
or Admission or to the subscription for Placing Shares by
Placees.
The Placing Agreement also provides for the Company to pay all
costs, charges and expenses of, or incidental to, the Fundraising
and Admission including all legal and other professional fees and
expenses.
General Meeting
The General Meeting will be held at 11.00 a.m. on 16 March 2020
at the offices of DWF Law LLP at 20 Fenchurch Street, London, EC3M
3AG, at which the Resolutions will be proposed for the purposes of
implementing the Fundraising as follows:
-- Resolution 1 - an ordinary resolution to grant the Directors
authority to allot shares in the Company and to grant right to
subscribe for, or convert any security into shares in the
Company.
-- Resolution 2 - a special resolution to disapply statutory
pre-emption rights applicable to the Company.
IMPORTANT INFORMATION
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 Arden
or by any of their respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
NOTICE TO OVERSEAS PERSONS
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the
Fundraising Shares have not been, and will not be, registered under
the United States Securities Act of 1933 as amended or qualified
for sale under the laws of any state of the United States or under
the applicable laws of any of Canada, Australia, New Zealand, the
Republic of South Africa or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, New Zealand,
the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the Fundraising Shares in certain jurisdictions other
than the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
UK should seek appropriate advice before taking any action.
FORWARD-LOOKING STATEMENTS
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this document and include statements regarding
the Directors' current intentions, beliefs or expectations
concerning, among other things, the Group's results of operations,
financial condition, liquidity, prospects, growth, strategies and
the Group's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this
document are based on certain factors and assumptions, including
the Directors' current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect.
Save as required by law or by the AIM Rules, none of the Company,
Arden nor their respective directors undertakes any obligation to
publicly release the results of any revisions to any
forward-looking statements in this document that may occur due to
any change in the Directors' expectations or to reflect events or
circumstances after the date of this document.
GENERAL
Arden, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nomad and Sole Broker to the Company
in connection with the Fundraising. Arden will not be responsible
to any person other than the Company for providing the protections
afforded to clients of Arden or for providing advice to any other
person in connection with the Fundraising, the Subscription or any
acquisition of shares in the Company. Arden is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Arden has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is
accepted by Arden for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
The Fundraising Shares will not be admitted to trading on any
stock exchange other than AIM.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
INTERPRETATION
Certain terms used in this Announcement are defined under the
heading "Definitions" in Appendix II of this Announcement.
All times referred to in this Announcement are, unless otherwise
stated, references to London time.
All references to legislation in this Announcement are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation or regulation
shall include any amendment, modification, re-enactment or
extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender and vice versa.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED THEREIN (TOGETHER, THE "ANNOUNCEMENT"), IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS, BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU)
2017/1129 AS AMED FROM TIME TO TIME ("PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, INVESTORS WHO
ARE PERSONS: (I) WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) TO WHOM
THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND
CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
(a) Introduction
These terms and conditions apply to persons making an offer to
subscribe for Placing Shares under the Placing (and, for the
avoidance of doubt, these terms and conditions do not apply in
respect of the Subscription). Each person to whom these terms and
conditions apply, as described above, who confirms its agreement to
Arden, and the Company (whether orally or in writing) to subscribe
for Placing Shares under the Placing (an "Investor") hereby agrees
with Arden and the Company to be bound by the trade confirmation
issued by Arden to such Investor and these terms and conditions,
being the terms and conditions upon which Placing Shares will be
issued under the Placing. An Investor shall, without limitation,
become so bound if Arden confirms to such Investor its allocation
of Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to subscribe
for the number of Placing Shares allocated to it at the Issue Price
and, to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing in Placing Shares
may not begin before any notification is made.
(b) Application for Admission
Subject to the satisfaction or waiver of the conditions of the
Placing Agreement (except for Admission), including the passing of
the Fundraising Resolutions (the "Conditions"), application will be
made to the London Stock Exchange for the Placing Shares to be
admitted to trading on AIM. Subject to the aforementioned, it is
expected that Admission will take place and dealings in the Placing
Shares will commence on AIM on or around 8.00 a.m. on 18 March
2020.
(c) Bookbuilding Process
Commencing today, Arden will be conducting an accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees (the "Bookbuilding Process"). This Announcement
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. However, Arden will be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as it may, after consultation with the Company, determine.
No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
(d) Participation in, and principal terms of, the Bookbuilding
Process
Arden is acting as nominated adviser and broker to the Company,
and as agent for and on behalf of the Company in connection with
the Placing.
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Arden. Arden and Arden Affiliates (as defined below)
are entitled to participate as Placees in the Bookbuilding Process
as principals.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing. The price per Placing
Share (the "Issue Price") is fixed at 8 pence per Placing Share and
is payable to Arden (as agent for the Company) by all Placees.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 6 p.m. on 24 February
2020, but may be closed at such earlier or later time as Arden may,
in its absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuilding Process detailing the number of Placing Shares
to be subscribed for by the Placees at the Issue Price (the
"Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Arden's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Arden. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Issue Price.
If successful, Arden will re-contact and confirm orally to Placees
following the close of the Bookbuilding Process the size of their
respective allocations and a trade confirmation will be despatched
as soon as possible thereafter. Arden's oral confirmation of the
size of allocations and each Placee's oral commitments to accept
the same will constitute an irrevocable legally binding agreement
in favour of the Company and Arden pursuant to which each such
Placee will be required to accept and subscribe for the number of
Placing Shares allocated to the Placee at the Issue Price and
otherwise on the terms and subject to the conditions set out herein
and in accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued by Arden to such Placee. The terms of this
Appendix I will be deemed incorporated in that trade
confirmation.
Arden reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing
is oversubscribed. Arden also reserves the right not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of
Arden.
Each Placee's obligations will be owed to the Company and to
Arden. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Arden, as agent of the
Company, to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are 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".
All obligations of Arden under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis explained below under "Termination of the
Placing".
To the fullest extent permissible by law, none of Arden, any
subsidiary of Arden, any branch, affiliate or associated
undertaking of Arden or of any such subsidiary nor any of their
respective directors, officers, employees, agents or advisers (each
an "Arden Affiliate") nor any person acting on their behalf shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of
Arden, any Arden Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuilding Process or of such alternative method of effecting
the Placing as Arden may determine.
(e) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Arden under the Placing Agreement are
conditional, among other things, upon:
(i) none of the Warranties or undertakings given in the Placing
Agreement being or having become untrue, inaccurate or misleading
(in any material respect, in the reasonable opinion of Arden) at
any time before Admission;
(ii) the performance by the Company of specified obligations
under the Placing Agreement to the extent they fall to be performed
prior to Admission;
(iii) the Placing Agreement not having been terminated prior to
Admission (as described below under "Right to terminate under the
Placing Agreement");
(iv) the passing of the Fundraising Resolutions at the General Meeting; and
(v) Admission occurring not later than 8.00 a.m. on 18 March
2020 or such later time and/or date as Arden and the Company may
agree (but in any event not later than 3 April 2020).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Arden),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof. None of
Arden, any Arden Affiliate, the Company, nor any subsidiary or
subsidiary undertaking of the Company, nor any branch, affiliate or
associated undertaking of any such company nor any of their
respective directors, partners, consultants, officers and employees
(each a " Group Affiliate") shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or
not to waive or to extend the time and/or date for the satisfaction
of any condition in the Placing Agreement or in respect of the
Placing generally.
By participating in the Placing, each Placee agrees that Arden's
rights and obligations in respect of the Placing terminate, inter
alia, in the circumstances described below under "Right to
terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, including if any of the
warranties given to Arden in the Placing Agreement were not true or
accurate or were misleading (in any material respect, in the
reasonable opinion of Arden) when given or deemed given or would no
longer be true and accurate, or would be misleading if repeated or
deemed repeated, the failure of the Company to comply with certain
of its obligations under the Placing Agreement, the occurrence of
an event which materially (in the good faith opinion of Arden)
affects the financial position and/or prospects of the Group as a
whole or any change in national or international financial,
monetary, economic, political, environmental, or stock market
conditions which, in the good faith opinion of Arden will or is
likely to be materially prejudicial to the Group or to the Placing
or Admission or to the subscription for Placing Shares by
Placees.
By participating in the Placing, each Placee agrees with Arden
that the exercise by Arden of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Arden and that Arden need not make any reference to
the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, Arden, any Arden Affiliate
nor any Group Affiliate shall have any liability whatsoever to the
Placees in connection with any such exercise or failure to so
exercise.
(g) No prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Arden and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Arden
(other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation
referred to herein), any Arden Affiliate, any persons acting on its
or their behalf or the Company or any Group Affiliate and none of
Arden, any Arden Affiliate, any persons acting on their behalf, the
Company, any Group Affiliate nor any persons acting on their behalf
will be liable for the decision of any Placee to participate in the
Placing based on any other information, representation, warranty or
statement which the Placee may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, each Placee acknowledges
to and agrees with Arden for itself and as agent for the Company
that, except in relation to the information contained in this
Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether or not to participate in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
(h) Details of the Placing Agreement and the Placing Shares
Arden has 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, Arden, as agent for and on behalf of
the Company, has agreed to use its reasonable endeavours to procure
Placees to subscribe for the Placing Shares at the Issue Price,
such subscription commitments being conditional upon the conditions
(summarised above) being satisfied by the Company or otherwise
waived by Arden.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
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 in respect of such Existing
Ordinary Shares after the date of issue of the Placing Shares.
(i) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Arden reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means as Arden may deem
necessary, including, without limitation, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 16 March 2020
Settlement Date 18 March 2020
ISIN Code GB00B01JC540
SEDOL B01JC54
Deadline for input instruction 5.00 p.m. on 16 March 2020
into CREST
CREST ID for Arden 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
Arden and settlement instructions. Placees should settle against
the Arden CREST ID shown above. It is expected that such trade
confirmation will be despatched on the expected trade date shown
above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which it has in place with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by Arden.
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 the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the
proceeds, for Arden's own account and profit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Arden nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
(j) Agreement to subscribe for Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 18 March 2020 (or such later time
and/or date as the Company and Arden may agree being no later than
8.00 a.m. (London time) on 3 April 2020) and on the Placing
Agreement being otherwise unconditional in all respects and not
having been terminated in accordance with its terms on or before
Admission; and (ii) the confirmation mentioned under paragraph (a)
above, an Investor agrees to subscribe for Placing Shares at the
Issue Price. The number of Placing Shares subscribed for by such
Investor under the Placing shall be in accordance with the
arrangements described above.
(k) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for the Placing
Shares acquired by such Investor in such manner as shall be
directed by Arden. In the event of any failure by an Investor to
pay as so directed by Arden, the relevant Investor shall be deemed
hereby to have appointed Arden or its nominee to sell (in one or
more transactions) any or all of the Placing Shares in respect of
which payment has not been made as so directed by Arden and to have
agreed to indemnify on demand Arden in respect of any liability for
stamp duty and/or stamp duty reserve tax arising in respect of any
such sale or sales.
(l) Representations and warranties
By receiving this Announcement, each Investor and, to the extent
applicable, any person confirming his agreement to subscribe for
Placing Shares on behalf of an Investor or authorising Arden to
notify an Investor's name to the Registrars, is deemed to
acknowledge, agree, undertake, represent and warrant to each of
Arden, the Registrars and the Company that:
(i) the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles. Such
Investor agrees that these terms and conditions and the trade
confirmation issued by Arden to such Investor represent the whole
and only agreement between the Investor, Arden and the Company in
relation to the Investor's participation in the Placing and
supersede any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these terms and conditions. Such Investor agrees that none
of the Company, Arden nor any of their respective officers or
directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(ii) it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (a) is required under the Prospectus
Regulation; and (b) has been or will be prepared in connection with
the Placing;
(iii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
Arden nor any person affiliated with Arden or acting on its behalf
is responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or
any member of the Group and will not be liable for any decision by
the Investor to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise;
(iv) the Investor has not relied on Arden or any person
affiliated with Arden in connection with any investigation of the
accuracy of any information contained in this Announcement or its
investment decision;
(v) in agreeing to subscribe for Placing Shares under the
Placing, the Investor is relying on this Announcement and not on
any draft thereof or other information or representation concerning
the Group, the Placing or the Placing Shares. Such Investor agrees
that neither the Company nor Arden nor their respective officers,
directors, partners, consultants or employees will have any
liability for any such other information or representation and
irrevocably and unconditionally waives any rights it may have in
respect of any such other information or representation;
(vi) Arden is not making any recommendations to Investors or
advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing, and
the Investor acknowledges that its participation in the Placing is
on the basis that it is not and will not be a client of Arden and
that Arden is acting for the Company and no one else, that Arden
will not be responsible to anyone else for the protections afforded
to its clients, that Arden will not be responsible for anyone other
than the Company for providing advice in relation to the Placing,
the contents of this Announcement or any transaction, arrangements
or other matters referred to herein, and that Arden will not be
responsible for anyone other than the relevant party under the
Placing Agreement in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of Arden's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
(vii) save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
Arden nor any of its directors or employees shall be liable to the
Investor for any matter arising out of the role of Arden as the
Company's nominated adviser and broker or otherwise, and that where
any such liability nevertheless arises as a matter of law the
Investor will immediately waive any claim against Arden and any of
its respective directors and employees which an Investor may have
in respect thereof;
(viii) the Investor has complied with all applicable laws and he
Investor will not infringe any applicable law as a result of its
agreement to subscribe for Placing Shares under the Placing and/or
acceptance thereof or any actions arising from the Investor's
rights and obligations under the Investor's agreement to subscribe
for Placing Shares under the Placing and/or acceptance thereof or
under the Articles;
(ix) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
subscribe for the Placing Shares under the Placing; and (ii) to
ensure that those obligations are legally binding and enforceable,
have been taken, fulfilled and done. The Investor's entry into,
exercise of its rights and/or performance under, or compliance with
its obligations under the Placing, does not and will not violate:
(a) its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(x) it understands that no action has been or will be taken in
any jurisdiction by the Company, Arden or any other person that
would permit a public offering of the Placing Shares, or possession
or distribution of this Announcement, in any country or
jurisdiction where action for that purpose is required; and that,
if the Investor is in a relevant EEA member state, it is: (i) a
Qualified Investor; (ii) otherwise permitted by law to be offered
and sold Placing Shares in circumstances which do not require the
publication by the Company of a prospectus pursuant to Article 3 of
the Prospectus Regulation or other applicable laws; or (iii) in the
case of any Placing Shares subscribed for by the Investor as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, either:
1. the Placing Shares subscribed for by it in the Placing have
not been subscribed for on behalf of, nor have they been subscribed
for with a view to their placing or resale to, persons in any
relevant member state other than Qualified Investors, or in
circumstances in which the prior consent of Arden has been given to
the placing or resale; or
2. where Placing Shares have been subscribed for by it on behalf
of persons in any relevant member state other than Qualified
Investors, the placing of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
(xi) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xii) the Placing Shares have not been and will not be
registered under the Securities Act or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States or under the
applicable securities laws of Canada, Australia, New Zealand, the
Republic of South Africa or Japan or where to do so may contravene
local securities laws or regulations;
(xiii) the Company is not registered under the Investment
Company Act and that the Company has put in place restrictions to
ensure that it is not and will not be required to register under
the Investment Company Act;
(xiv) the Investor is, and at the time the Placing Shares are
subscribed for, will be located outside the United States and
eligible to participate in an "offshore transaction" as defined in
and in accordance with Regulation S;
(xv) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
or as a result of any form of general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D
under the Securities Act);
(xvi) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xvii) the Investor is subscribing for the Placing Shares for
investment purposes only and not with a view to any resale,
distribution or other disposition of the Placing Shares in
violation of the Securities Act or any other United States federal
or applicable state securities laws;
(xviii) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xix) if in the future it decides to offer, sell, transfer,
assign or otherwise dispose of the Placing Shares, it will do so
only in compliance with an exemption from the registration
requirements of the Securities Act and under circumstances which
will not require the Company to register under the Investment
Company Act;
(xx) 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 ;
(xxi) the Company, and any registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares subscribed for by
the Investor, except upon presentation of evidence satisfactory to
the Company that the foregoing restrictions on transfer have been
complied with;
(xxii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xxiii) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xxiv) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxv) it 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 to Arden for the Placing Shares allocated
to it in accordance with the terms and conditions of this
announcement on the due times and dates set out in this
announcement, failing which the relevant Placing Shares may be
placed with others on such terms as Arden may, in its absolute
discretion, determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
(xxvi) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxvii) the Investor is not a resident of the United States,
Canada, Australia, New Zealand the Republic of South Africa or
Japan or any other Restricted Jurisdiction and acknowledges that
the Placing Shares have not been and will not be registered nor
will a prospectus be prepared in respect of the Placing Shares
under the securities legislation of the United States, Canada,
Australia, New Zealand, the Republic of South Africa or Japan and,
subject to certain exceptions, the Placing Shares may not be
offered or sold, directly or indirectly, in or into those
jurisdictions;
(xxviii) the Investor is liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to subscribe for any Placing Shares;
(xxix) in the case of a person who confirms to Arden on behalf
of an Investor an agreement to subscribe Placing Shares under the
Placing and/or who authorises Arden to notify such Investor's name
to the Registrars, that person represents that he has authority to
do so on behalf of the Investor;
(xxx) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 ("Money Laundering Regulations
2017") and any other applicable law concerning the prevention of
money laundering and, if it is making payment on behalf of a third
party, that: (i) satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party; and (ii)
arrangements have been entered into with the third party to obtain
from the third party copies of any identification and verification
data immediately on request as required by the Money Laundering
Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or
allocation under the CREST system) in respect of the Placing Shares
comprising the Investor's allocation may be retained at Arden's
discretion;
(xxxi) the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, Arden
and/or the Company may require proof of identity of the Investor
and related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Investor to produce any information
required for verification purposes, Arden and/or the Company may
refuse to accept the application and the moneys relating thereto.
The Investor holds harmless and will indemnify Arden and/or the
Company against any liability, loss or cost ensuing due to the
failure to process this application, if such information as has
been required has not been provided by it or has not been provided
on a timely basis;
(xxxii) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxxiii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxxiv) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the Order; or (ii) a
high net worth entity falling within article 49(2)(a) to (d) of the
Order; or (iii) is a person to whom this Announcement may otherwise
be lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxxv) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex ll/Article 30 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis;
(xxxvi) each Investor in a relevant member state of the EEA who
subscribes for any Placing Shares under the Placing contemplated
hereby will be deemed to have represented, warranted and agreed
with each of Arden and the Company that: (i) it is a qualified
investor within the meaning of the law in that relevant member
state implementing Article 2(e) of the Prospectus Regulation; and
(ii) in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation: (A) the Placing Shares subscribed for by it
in the Placing have not been subscribed for on behalf of, nor have
they been subscribed for with a view to their offer or resale to,
persons in any relevant member state other than qualified
investors, as that term is defined in the Prospectus Regulation, or
in other circumstances falling within Article 5(1) of the
Prospectus Regulation and the prior consent of Arden has been given
to the offer or resale; or (B) where Placing Shares have been
subscribed for 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 Prospectus Regulation as
having been made to such persons;
(xxxvii) it has neither received nor relied on any confidential
price sensitive information about the Company in accepting this
invitation to participate in the Placing;
(xxxviii) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xxxix) in the case where the Investor confirms to Arden an
agreement to subscribe for Placing Shares under the Placing on
behalf of a third party, the terms on which the Investor (or any
person acting on its behalf) is engaged enable it to make
investment decisions in relation to securities on that third
party's behalf without reference to that third party;
(xl) the exercise by Arden of any rights or discretions under
the Placing Agreement shall be within its absolute discretion and
Arden need not have any reference to the Investor and shall have no
liability to the Investor whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right
and the Investor agrees that it shall have no rights against Arden
or any of its directors or employees under the Placing
Agreement;
(xli) it irrevocably appoints any director of Arden as its agent
for the purposes of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it
to be registered as the holder of any of the Placing Shares agreed
to be taken up by it under the Placing and otherwise to do all
acts, matters and things as may be necessary for, or incidental to,
its subscription for any Placing Shares in the event of its failure
so to do;
(xlii) it will indemnify and hold the Company, Arden and their
respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xliii) Arden may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for its own account and,
except as required by applicable law or regulation, Arden will not
make any public disclosure in relation to such transactions;
and
(xliv) Arden and each of its respective affiliates, each acting
as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Arden and/or any of its
respective affiliates, acting as an investor for its or their own
account(s). Neither Arden nor the Company intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so.
(xlv) The Company and Arden (including each of their respective
affiliates, agents, directors, officers or employees) will rely
upon the truth and accuracy of each of the foregoing
representations, warranties and undertakings.
(xlvi) When an Investor or any person acting on behalf of the
Investor is dealing with Arden, any money held in an account with
Arden on behalf of the Investor and/or any person acting on behalf
of the Investor will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Investor 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 Arden's money
(as applicable) in accordance with the client money rules and will
be held by it under a banking relationship and not as trustee.
(xlvii) The price of shares and any income expected from them
may go down as well as up and Investors may not receive the full
amount invested upon disposal of the Placing Shares. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
(xlviii) The Placing Shares to be issued pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
(xlix) 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.
(l) References to time in this announcement are to London time, unless otherwise stated.
(li) Pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company and/or Arden may hold personal data (as defined in the
GDPR) relating to past and present shareholders. Personal data may
be retained on record for a period exceeding six years after it is
no longer used. The Company and/or Arden will only process such
information for the purposes set out below (collectively, the
"Purposes"), being to: (a) process a Placee's personal data to the
extent and in such manner as is necessary for the performance of
their obligations under the contractual arrangements between them,
including as required by or in connection with a Placee's holding
of Ordinary Shares, including processing personal data in
connection with credit and money laundering checks on a Placee; (b)
communicate with a Placee as necessary in connection with a
Placee's affairs and generally in connection with its holding of
Ordinary Shares; (c) provide personal data to such third parties as
the Company and/or Arden may consider necessary in connection with
its affairs and generally in connection with its holding of
Ordinary Shares or as the GDPR may require, including to third
parties outside the EEA; (d) without limitation, provide such
personal data to their respective affiliates for processing,
notwithstanding that any such party may be outside the EEA; and (e)
process a Placee's personal data for the Company's and/or Arden's
internal administration.
(lii) By becoming registered as a holder of Placing Shares, each
Placee acknowledges and agrees that the processing by the Company
and/or Arden of any personal data relating to it in the manner
described above is undertaken: (a) for the purposes of performance
of the contractual arrangements between them; and (b) to comply
with applicable legal obligations. In providing the Company and/or
Arden with information, each Placee hereby represents and warrants
to each of them that it has notified any data subject of the
processing of their personal data (including the details set out
above) by the Company and/or Arden and their respective affiliates
and group companies, in relation to the holding of, and using,
their personal data for the Purposes. Any individual whose personal
information is held or processed by a data controller has the right
to: (a) ask for a copy of their personal information held; (b) ask
for any inaccuracies to be corrected or for their personal
information to be erased; (c) object to the ways in which their
information is used, and ask for their information to stop being
used or otherwise restricted; and (d) ask for their personal
information to be sent to them or to a third party (as permitted by
law). A data subject seeking to enforce these rights should contact
the relevant data controller. Individuals also have the right to
complain to the UK Information Commissioner's Office about how
their personal information has been handled.
(m) Supply and disclosure of information
If any of Arden, the Registrars or the Company or any of their
respective agents request any information about an Investor's
agreement to subscribe for Placing Shares, such Investor must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
(n) Miscellaneous
The rights and remedies of Arden, the Registrars and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them, and
the exercise or partial exercise of one will not prevent the
exercise of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to Arden:
1. if he is an individual, his nationality; or
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to
Arden.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to subscribe for have been subscribed for by
such Investor.
(iv) These provisions may be waived, varied or modified as
regards to specific Investors or on a general basis by Arden.
(v) The contract to subscribe for Placing Shares and the
appointments and authorities mentioned herein will be governed by,
and construed in accordance with, the laws of England and Wales.
For the exclusive benefit of Arden, the Company and the Registrars,
each Investor irrevocably submits to the exclusive jurisdiction of
the English courts in respect of these matters. This does not
prevent an action being taken against an Investor in any other
jurisdiction.
(vi) In the case of a joint agreement to subscribe for Placing
Shares, references to an "Investor" in these terms and conditions
are to each of such Investors and such joint Investors' liability
is joint and several.
(vii) Arden and the Company each expressly reserve the right to
modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares
under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
APPENDIX II
DEFINITIONS
Act the Companies Act 2006
Admission the admission of the Placing Shares and
the Subscription Shares to trading an
AIM in accordance with the AIM Rules
AIM AIM, a market operated by the London
Stock Exchange
AIM Rules the rules of AIM as set out in the publication
entitled 'AIM Rules for Companies' published
by London Stock Exchange from time to
time
Announcement this announcement
Arden Arden Partners plc
Board of Directors, Directors the board of directors of the Company
or the Board as at the date of this document, comprising
Dr Richard Webb, Dr Christopher Richards,
Guy van Zwanenberg, William Lewis, Jeffrey
Hovey and Jeffrey Tweedy
Circular the circular sent to Shareholders of
the Company
City Code the City Code on Takeovers and Mergers
Company Plant Health Care plc, a company incorporated
in England and Wales with registered
number 05116780 and having its registered
office at c/o DWF Law LLP, 1 Scott Place,
2 Hardman Street, Manchester M3 3AA
CREST the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations)
CREST Regulations the Uncertified Securities Regulations
2001 (SI 2001/3755), as amended
Existing Ordinary Shares the Shares comprising the issued share
capital of the Company immediately prior
to the issue of the Fundraising Shares
Form of Proxy the form or forms of proxy relating to
the General Meeting
Fundraising the proposed Placing and Subscription
Fundraising Resolutions the resolutions to be proposed at the
General Meeting which are set out in
full in the GM Notice
Fundraising Shares the Placing Shares and the Subscription
Shares
General Meeting the general meeting of the Company to
be held at 11:00 a.m. on 16 March 2020
at the offices of DWF Law LLP at 20 Fenchurch
Street, London EC3M 3AG, notice of which
is set out in the GM Notice, and including
any adjournment(s) thereof
GM Notice the notice of the General Meeting which
is set out in the Circular
Group the Company and its subsidiaries
Issue Price GBP0.08 per Share
London Stock Exchange London Stock Exchange plc
Ordinary Share the ordinary shares of GBP0.01 each in
the Company
Overseas Shareholders those Shareholders with registered addresses
outside the UK or who are incorporated
in, registered in or otherwise resident
or located in, countries outside the
UK
Placees subscribers of Placing Shares
Placing the placing of Shares with investors
at the Issue Price
Placing Agreement the agreement entered into between the
Company and Arden in respect of the Placing
Placing Shares the Shares to be issued pursuant to the
Placing
Registrars Neville Registrars Limited of Neville
House, 18 Laurel Lane, Halesowen B63
3DA
Regulatory Information has the meaning given in the AIM Rules
Service
Shares ordinary shares of GBP0.01 each in the
Capital of the Company
Shareholders the holders of Ordinary Shares of the
Company
Subscribers certain investors subscribing for Subscription
Shares
Subscription the proposed subscription by the Subscribers
for new Ordinary Shares at the Issue
Price pursuant to the Subscription Letters
Subscription Letters the subscription letters entered into
between the Company and each of the Subscribers
in relation to the subscription by the
Subscribers for the Subscription Shares
Subscription Shares the Shares to be issued pursuant to the
Subscription
UK or United Kingdom the United Kingdom of England, Scotland,
Wales and Northern Ireland
US or United States the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEUORURRVUUUUR
(END) Dow Jones Newswires
February 24, 2020 02:00 ET (07:00 GMT)
Plant Health Care (LSE:PHC)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Plant Health Care (LSE:PHC)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024