THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN
ITS ENTIRETY AND IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN OXFORD CANNABINOID TECHNOLOGIES
HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF OXFORD CANNABINOID TECHNOLOGIES HOLDINGS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU)
596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO
BE IN POSSESSION OF INSIDE INFORMATION.
CERTAIN OF THE CAPITALISED TERMS
USED IN THIS ANNOUNCEMENT, INCLUDING CAPITALISED ABBREVIATIONS, CAN
BE FOUND AT THE END OF THIS ANNOUNCEMENT.
Oxford Cannabinoid
Technologies Holdings plc
("OCTP" or the
"Company")
Subscriptions raising
£640,000
Proposed investment led by
Cantheon Capital LLC
Comprising gross proceeds of
up to £1.205m
and
Proposed Capital
Reorganisation
Oxford Cannabinoid Technologies
Holdings plc (LSE: OCTP), the biotech company developing
prescription cannabinoid medicines, announces conditional
Subscriptions for new Ordinary Shares of 0.1p each at a price of
0.5 pence per share ("Issue Price"), to raise gross proceeds of
£640,000 from existing Shareholders and new investors (the
"Subscriptions").
The Company is also pleased to
announce that it has entered into a term sheet for a convertible
loan note ("CLN") with Cantheon Capital LLC ("Cantheon"), existing
OCTP Shareholders and OCTP directors, to raise up to £565,000 on
execution of a binding agreement and subject to certain conditions.
Cantheon, a fund focused on listed biotech stocks with near term
catalysts, will invest an aggregate amount of £450,000 (payable in
two equal tranches) to fund OCTP's Phase I clinical trial for
OCT130401, its second programme focussing on the circa £1.8bn
Trigeminal Neuralgia market, which is anticipated to commence in Q2
2024 in Australia with potential for a further investment of circa
£925,000 as part of OCT130401's Phase II trial with existing
investors and OCTP directors contributing an additional £115,000.
Participation by the directors in the CLN would constitute a
related party transaction and the Company will accordingly comply
with the requirements of DTR7.3 at the appropriate time. The term
sheet is non-legally binding and will be replaced by a binding
agreement in due course.
(Together the Subscriptions and the
proposed CLN are "the Fundraise or Fundraising").
The Fundraise comprises gross proceeds of up to
£1.205m (approximately £1.15m net of expenses) and is
subject to a reorganisation of its share capital
and subsequent admission to trading, and in relation to the CLN,
the entering into of a binding agreement and the Company achieving
certain operational milestones as well as Shareholder approval at a
general meeting, details of which will be announced in due
course.
CLN
CLN investors will invest up to
£565,000 in two equal tranches by way of a convertible loan note
(the "Convertible Notes"). The tranches of the investment will be
triggered by two operational events in connection with the proposed
trial, the first being payment by the Company of the first clinical
trial commencement invoice and the second being payment of the
invoice related to the first patient enrolments.
The Convertible Notes will be at an
interest rate of 8 per cent paid annually in cash in arrears, will
each be for a term of 12 months, and will only be convertible in a
maximum of two tranches per investor. The investment is conditional
on receiving Shareholder approval, entering into a binding
agreement, and on the Company commencing its proposed Phase I trial
within 90 days.
The conversion price shall be the
higher of the Issue Price and a price equal to the volume weighted
average price of the Company's Ordinary Shares over the previous 10
trading days, less a discount of 10 per cent.
Capital Reorganisation
In order to facilitate the
Fundraising, the Company also announces that it intends to move
forward with the reorganisation of its share capital, as authorised
by Shareholders at the Company's Annual General Meeting held on 28
September 2023, with the subdivision of its Existing Ordinary
Shares of £0.01 each into Ordinary Shares of 0.1p each. The total
issued ordinary share capital of the Company will remain the same
following the Reorganisation but prior to the completion of the
Subscriptions, being 960,415,644 Ordinary
Shares.
Key
Features of the Fundraising
·
Subscription to raise £640k through the issue of 128,000,000 new
Ordinary Shares (the "Subscription Shares") at 0.5 pence per share
with various existing shareholders and new institutional
investors.
·
Term sheet in respect of a Convertible Loan Note to raise up to
£565,000, with a commitment of £450,000 from healthcare sector
specialist investor Cantheon Capital LLC.
·
The issue price of 0.5 pence per New Ordinary Share represents a
31.5 per cent. discount to the closing middle market price of 0.73
pence per Ordinary Share on 29 January 2024, the last business day
prior to the announcement of the Fundraising.
·
Subject to agreeing a timetable with the FCA and the London Stock
Exchange, it is anticipated that the Subscription Shares,
representing approximately 13.3 per cent. of the Company's existing
issued share capital, will be admitted to the Official List and to
trading on the Main Market on or around 20 February
2024.
·
No prospectus is required, in respect of the Subscription, as the
Company is in compliance with Prospectus Regulation Rule 1.2.4,
which prohibits the admission of more than 20 per cent. of the
number of securities already admitted to trading on the Main Market
of the London Stock Exchange without a Prospectus
·
The CLN Investors, including Cantheon, have agreed that any
Ordinary Shares to be issued to them under the CLN may be subject
to a delayed admission process whereby admission will not occur
until such time as the Company publishes a Prospectus in relation
to the issue of up to a maximum of 113,000,000 such new Ordinary
Shares in order to enable those shares to be admitted to the
Official List and to trading on the Main Market of the London Stock
Exchange in accordance with Listing Rule 14.3.4.
Use
of proceeds
The directors anticipate that the
net proceeds of the Fundraising, being up to approximately £1.15
million, will enable the Company to advance its second programme,
OCT130401, a drug/device combination targeting Trigeminal Neuralgia
("TN"), into Phase I clinical trials and begin the process of
opening investigational new drug applications ("INDs") for its lead
programme, OCT461201, and for OCT130401, with the Food and Drug
Administration ("FDA") in the United States, as well as providing
general working capital.
The Company has already completed
the administrative steps required to conduct trials in Australia,
including incorporating a wholly owned subsidiary OCT Victoria PTY
Ltd. It is also in advanced discussions with Contract Research
Organisation ("CRO") partners which it hopes will conclude in the
very near future. A further announcement on the appointment of the
Company's preferred CRO will follow in due course.
Clarissa Sowemimo-Coker, Chief Executive Officer of OCTP,
said:
"Commencing Phase I Clinical Trials for
OCT130401, OCTP's second programme focussing on the
Trigeminal Neuralgia market, as well as starting
the process of opening INDs for OCT461201 and OCT130401 are
significant milestones for investors which we aim to achieve in
relatively compressed timelines.
We
are also very pleased to announce that Cantheon has selected OCTP
as a growth stock in which it wishes to play a significant role as
a cornerstone investor. Cantheon has an established track record of
investments in mid-stage specialist biotech businesses, providing
capital funding and scientific advice. This announcement represents
an important vote of confidence in the Company and its pipeline,
and a powerful endorsement of the progress the business is making.
We are delighted to welcome Cantheon on board and look forward to
working with them."
William Cronin, Partner of Cantheon Capital LLC,
said:
"OCTP meets all the criteria Cantheon looks for when
evaluating investment opportunities in mid-stage biotechs. Their
development programme using a unique inhaled synthetic
phytocannabinoid treatment modality to address a significant unmet
need combined with their outstanding management team gave us the
confidence needed to move forward with this unique investment
opportunity. We look forward to this becoming a long-term
partnership where we hope to help OCT130401 and potentially other
OCTP pipeline assets through the development and commercialisation
process."
This announcement contains inside
information for the purposes of Article 7 of EU Regulation 596/2014
(which forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018).
The Directors of the Company accept
responsibility for the content of this announcement.
Enquiries:
Oxford Cannabinoid Technologies Holdings plc
|
+44 (0)20 3034 2820
|
Clarissa Sowemimo-Coker
(CEO)
|
clarissa@oxcantech.com
|
|
|
Cairn Financial Advisers LLP
|
|
Emily Staples
|
+44 (0)20 7213 0897
|
Jo Turner
|
+44 (0) 20 7213 0885
|
|
|
Axis Capital Markets Limited
|
|
Richard Hutchison
|
+44 (0)20 3026 0320
|
|
|
Acuitas Communications
|
020 3745 0293 / 07799
767676
|
Simon Nayyar
|
simon.nayyar@acuitascomms.com
|
Arthur Dingemans
|
arthur.dingemans@acuitascomms.com
|
Caution regarding forward looking statements
Certain statements in this
announcement, are, or may be deemed to be, forward looking
statements. Forward looking statements are identified by their use
of terms and phrases such as ''believe'', ''could'', "should"
''envisage'', ''estimate'', ''intend'', ''may'', ''plan'',
''potentially'', "expect", ''will'' or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements reflect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
1. INTRODUCTION
The Company announces that it has
entered into conditional Subscriptions to raise
£640,000 (before anticipated expenses). The Subscriptions are from various existing and new
Shareholders and institutional investors.
The issue price of 0.5 pence per new
Ordinary Share represents a 31.5 per cent. discount to the closing
middle market price of 0.73 pence per Existing Ordinary Share on 29
January 2024, being the last Business Day prior to the announcement
of the Fundraising.
The issue of the 128,000,000
Subscription Shares is conditional on Admission and completion of
the Reorganisation.
Subject to agreeing a timetable with
the FCA and the London Stock Exchange, it is anticipated that the
Subscription Shares, representing approximately 13.3 per cent. of
the Company's existing issued share capital, will be admitted to
the Official List and to trading on the Main Market at 8:00 a.m. on
or around 20 February 2024.
2. BACKGROUND TO AND REASONS FOR THE
FUNDRAISING
OCTP is a biotech business
developing prescription cannabinoid medicines, targeting the U$
multi-billion global pain market.
As previously announced, OCTP
currently has a portfolio of four drug development programmes. Its
lead compound, OCT461201, will initially target neuropathic and
visceral pain (including irritable bowel syndrome ("IBS") and
chemotherapy induced peripheral neuropathy
("CIPN"). The
global market for CIPN alone is currently forecast to reach
US$1.17bn by 2028. Its second programme, OCT130401 is developing
synthetic phytocannabinoids in combination with a medical device
for the effective, safe and non-addictive treatment of chronic and
severe pain conditions.
The initial target for OCT130401 is
trigeminal neuralgia ("TN"). TN is a chronic pain condition that
causes an excruciating, stabbing, electric shock-like facial pain.
It has a fast and unexpected onset and because of this has been
difficult to treat. Each episode may only last a few seconds, but
some people will suffer multiple (up to 100) episodes during one
day. TN is on the rise with between approximately 10,000 and 15,000
new cases diagnosed each year. The directors of OCTP estimate that
there are currently over 65,000 people living with the condition in
the UK. TN's current market size is estimated to be £1.8bn with a
CAGR of 6.1%.
The phytocannabinoids ("pCBs") will
be delivered to the lungs via inhalation using a simple pressurised
metered dose inhaler ("pMDI") similar to an asthma inhaler. This
alternative route of administration bypasses issues associated with
oral delivery of cannabinoids (e.g., onset time, poor
bioavailability and high first-pass metabolism). Fast onset of the
medicine is particularly important for indications where the pain
is sudden and severe, as is the case with TN. The low-dosage
administration is aimed at achieving a therapeutic effect while
controlling side effects and managing the risk of abuse. pMDIs have
a long history of use, they take into account the human factor to
optimise compliance and have a straightforward regulatory pathway.
Doctors and patients alike are familiar with the device and this,
together with an easy to carry and easy to use design, is expected
to facilitate uptake and compliance.
Preclinical work on OCT130401 is
complete and this programme is now ready to enter Phase I clinical
trials. Funding those trials, along with the opening of INDs with
the FDA, is the main purpose of this Fundraise.
3. USE OF PROCEEDS
It is anticipated that the net
proceeds of the Fundraise, are expected to be up to approximately
£1.15 million. The proceeds of the Fundraise will enable the
Company to advance the development of OCT130401 by commencing a
Phase I clinical trial, as well as funding the opening of INDs with
the FDA in the United States for both OCT461201 and OCT130401. The
net proceeds will also provide general working capital for the
Company.
4. CURRENT TRADING
As stated in the Company's interim
results released on 30 January 2024, trading for the six month
period to 31 October 2023 remains in line with market
expectations. Cash at period end was £1.1m, also in line
with expectations, and the Company continues to control its costs
carefully. Completion of the Company's
first single-ascending-dose Phase I clinical trial was announced in
October 2023, also in line with market expectations.
5. THE FUNDRAISING
As mentioned above, the Fundraising
comprises the Subscriptions and the proposed CLN.
The Subscriptions are for new
Ordinary Shares of 0.1p each at a price of 0.5 pence per share, to
raise gross proceeds of £640,000 from existing Shareholders and new
investors (the "Subscriptions").
The CLN investors will invest up to
£565,000 in two equal tranches by way of a convertible loan note
(the "Convertible Notes"). The tranches of the investment will be
triggered by two operational events in connection with the proposed
trial, the first being payment by the Company of the first clinical
trial commencement invoice and the second being payment of the
invoice related to the first patient enrolments.
The Convertible Notes will be at an
interest rate of 8 per cent paid annually in cash in arrears, will
each be for a term of 12 months, and will only be convertible in a
maximum of two tranches per investor. The investment is conditional
on receiving Shareholder approval, entering into a binding
agreement, and on the Company commencing its proposed Phase I trial
within 90 days.
The conversion price shall be the
higher of the Issue Price and a price equal to the volume weighted
average price of the Company's Ordinary Shares over the previous 10
trading days, less a discount of 10 per cent.
6. THE
CAPITAL REORGANISATION
Over the past few months, the
Company's share price has fluctuated around 1 penny, being the
nominal value per Existing Ordinary Share. The Company is not
permitted by law to issue shares below their nominal value.
Therefore, at the AGM, the directors of the Company sought, and
were granted, Shareholders approval, inter alia, to reorganise the
Company's share capital so as to provide the Company with
flexibility to issue new Ordinary Shares at a price which is
required by law, that is no less than the nominal value of such new
Ordinary Share.
At its AGM, the Company proposed a
sub-division of each of its Existing Ordinary Shares into 2 new
shares; the first being a redenominated ordinary share of 0.1p each
and the second being a deferred share of 0.9p each. The Company
also proposed an amendment to its Articles in order to set out the
rights and restrictions attaching to the Deferred Shares.
The Directors consider the Deferred Shares, to be
of no economic value and they will not be admitted to the Official
List nor to trading on the Main Market.
The Company is now proposing to
approach the London Stock Exchange and the FCA with a view to
actioning the Reorganisation and setting a definitive timetable.
The Company currently has 960,415,644 Existing Ordinary Shares in
issue with a nominal value of £0.01 each. The Reorganisation
approved by Shareholders will consist of the following
steps:
i. the amendment of the Articles to
set out the rights and restrictions attaching to the Deferred
Shares; and
ii. the sub-division of each
Existing Ordinary Share into 2 new shares - a Redenominated
Ordinary Share of 0.1p and a Deferred Share of 0.9p.
The Company will need to amend its
Articles to set out the rights and restrictions attaching to the
Deferred Shares. The Deferred Shares will not be admitted to
the Official List or to trading on the Main Market (or any other
investment exchange). The Deferred Shares will have limited rights
and will be subject to the restrictions, as set out in the
Company's Articles, as amended by special resolution at the Annual
General Meeting and as summarised below.
The Deferred Shares
The Deferred Shares will not be
transferable. The holders of the Deferred Shares shall not, by
virtue or in respect of their holdings of Deferred Shares, have the
right to receive notice of any general meeting of the Company or
the right to attend, speak or vote at any such general meeting. The
Deferred Shares will not entitle their holders to receive any
dividend or other distribution. The Deferred Shares will on a
return of assets in a winding up entitle the holders only to the
repayment of £1.00 for the entire class of Deferred Shares. The
Company will have irrevocable authority at any time to appoint any
person to execute on behalf of the holders of the Deferred Shares a
transfer thereof and/or an agreement to the transfer of the same to
such persons as the Company may determine or as the Company
determines as custodian thereof, without making any payment to the
holders thereof, and/or consent to cancel the same (in accordance
with the provisions of the Act) without making any payment to or
obtaining the sanction of the holders thereof. The Company may, at
its option at any time, purchase all or any of the Deferred Shares
then in issue, at a price not exceeding £1.00 for each aggregate
holding of Deferred Shares so purchased. The directors of the
Company consider the Deferred Shares, so created, to be of no
economic value and they will not be admitted to the Official List
nor to trading on the Main Market.
Reorganisation Q&A
1. Why is a reorganisation necessary: In
accordance with the Companies Act, the Company cannot issue shares
below their current nominal value of one penny.
2. Trading of New Ordinary Shares: The
newly issued 0.1p Ordinary Shares will be traded and retain the
same rights as the pre-existing 1p Ordinary Shares.
3. Deferred Shares Trading: Deferred
Shares will not be admitted to trading on any market.
4. Certificates for Deferred Shares: No
share certificates will be issued for Deferred Shares.
5. Rights with 0.1p Ordinary Shares:
Holders of the new 0.1p Ordinary Shares have the same rights as the
original 1p Ordinary Shares, including the rights to attend
meetings, vote, and receive dividends.
6. Deferred Shareholder Rights: Deferred
Shares confer minimal rights and hold nominal value in a winding-up
or dissolution scenario.
7. Impact on Existing Shares and Dilution:
The Reorganisation will not affect the number of Existing Ordinary
Shares. The Deferred Shares created have no value, so they do not
affect the value or voting power of existing shares. However, on
Admission of the Subscription Shares, the Company will have
1,088,415,644 Ordinary Shares in issue, each with one voting
right. There are no shares held in treasury. Therefore,
the Company's total number of Ordinary Shares and voting rights is
expected to be 1,088,415,644 but this figure will be confirmed on
Admission and can then be used by Shareholders from Admission as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules..
EXPECTED TIMETABLE OF PRINCIPAL
EVENTS*
Announcement of the
Subscriptions
|
7.00 a.m.
on 30 January 2024
|
|
|
Admission effective and commencement
of dealings in the Subscription Shares on the Main
Market
|
8.00
a.m. on 20 February 2024
|
CREST members' accounts credited in
respect of Subscription Shares in uncertificated form
|
20
February 2024
|
Despatch of definitive share
certificates for Subscription Shares in certificated
form
|
Within 10
Business Days of Admission
|
|
|
*The expected timetable remains
subject to any amendments that the London Stock Exchange or the FCA
may have.
If any of the details contained in
the timetable above should change, the revised times and dates will
be notified to Shareholders by means of an announcement through a
Regulatory Information Service.
All references to time and dates in
this announcement are to time and dates in London.
KEY
STATISTICS
Number of Existing Ordinary
Shares
|
960,415,644
|
Number of Subscription
Shares
|
128,000,000
|
|
|
Issue Price
|
0.5
pence
|
Percentage of the Enlarged Share
Capital represented by the Subscription Shares*
|
13.3 per
cent.
|
Gross proceeds of the
Subscriptions
|
£640,000
|
Gross proceeds of the CLN
|
Up to
£565,000
|
Estimated costs of the
Fundraise
|
£55,000
|
Estimated net proceeds of the
Fundraise
|
Up
to £1.15 million
|
Estimated Enlarged Share Capital
immediately following the Subscription
|
1,088,415,644
|
DEFINITIONS
The following definitions apply
throughout this announcement unless the context otherwise
requires:
"Act"
|
the Companies Act 2006 (as
amended);
|
"Admission"
|
the admission of 128 million
Subscription Shares to the standard segment of the Official List
and to trading on the Main Market;
|
"AGM"
|
the AGM of the Company held
on 28 September 2023 at 11.00
a.m.;
|
"Articles"
|
the Company's articles of
association;
|
"Business Day"
|
any day (excluding Saturdays and
Sundays) on which banks are open in London for normal
banking business and the London Stock Exchange is open for
trading;
|
"Cantheon"
|
Cantheon Capital LLC;
|
"certificated" or "in certificated
form"
|
where an Ordinary Share is not in
uncertificated form (i.e. not in CREST);
|
"Company" or "OCTP"
|
Oxford Cannabinoid Technologies
Holdings plc, a company registered
in England and Wales with registered number
13179529;
|
"CREST"
|
the relevant system for the
paperless settlement of trades and the holding of uncertificated
securities operated by Euroclear in accordance with the CREST
Regulations;
|
"CREST member"
|
a person who has been admitted to
CREST as a system-member (as defined in the CREST
Regulations);
|
"CREST Regulations"
|
the Uncertificated Securities
Regulations 2001 (SI 2001/3755) including any enactment or
subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations
or any such enactment or subordinate legislation for the time being
in force;
|
"Deferred Shares"
|
960,415,644 deferred shares in
the capital of the Company of 0.9p each created as a result of the
Reorganisation;
|
"Enlarged Share Capital"
|
the entire issued share capital of
the Company as at Admission
|
"Euroclear"
|
Euroclear UK &
International Limited;
|
"Existing Ordinary Shares"
|
the 960,415,644 Ordinary Shares of
£0.01 each in issue as at the date of this document;
|
"FCA"
|
the Financial Conduct Authority of
the United Kingdom;
|
"Fundraising or Fundraise"
|
the Subscriptions and the proposed
CLN;
|
"Issue Price"
|
0.5 pence per New Ordinary
Share;
|
"Listing Rules"
|
the listing rules of the
FCA;
|
"London Stock Exchange"
|
London Stock Exchange Group
plc;
|
"Main Market"
|
the London Stock Exchange's
main market for listed securities;
|
|
|
"Official List"
|
the Official List maintained by the
FCA;
|
"Regulatory Information
Service"
|
one of the regulated information
services authorised by the FCA to receive, process and disseminate
regulatory information in respect of listed companies;
|
"Reorganisation"
|
the proposed reorganisation of the
issued share capital of the Company as further detailed in section
6 of this announcement;
|
"Shareholders"
|
the holders of Existing Ordinary
Shares, and the term "Shareholder" shall be construed
accordingly;
|
"Subscribers"
|
subscribers to the
Subscriptions;
|
"Subscriptions"
|
the conditional subscription for the
Subscription Shares;
|
"Subscription Shares"
|
new Ordinary Shares issued pursuant
to the Subscriptions;
|
"uncertificated" or "uncertificated form"
|
means recorded on the relevant
register or other record of the share or other security concerned
as being held in uncertificated form in CREST, and title to which,
by virtue of the CREST Regulations, may be transferred by means of
CREST;
|
"UK MAR"
|
Market Abuse Regulation (EU)
596/2014 which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018;
|
"United
Kingdom" or "UK"
|
the United
Kingdom of Great Britain and Northern Ireland;
and
|
"£" or "Pounds"
|
UK pounds sterling, being the
lawful currency of the United Kingdom.
|