NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW.
THIS ANNOUNCEMENT IS
NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS
ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF,
OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT
WHATSOEVER IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF EU
REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN
RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION. 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.
Renalytix
plc
("Renalytix" or the "Company")
Renalytix
announces the launch of an equity placing of Ordinary Shares of
approximately US$10 million
LONDON, March
12, 2024 -- Renalytix plc (NASDAQ: RNLX) (LSE: RENX) announces the launch
of an equity placing of approximately US$10 million (the
"Placing").
Highlights
· The Placing involves a
placing of new ordinary shares of £0.0025 each in the capital
of the Company (the "Ordinary
Shares") at 20 pence per Ordinary Share (the "Placing Price") to raise approximately
US$10 million (c.£7.8 million)
· The Placing is expected
to generate gross cash proceeds of approximately US$10
million (c.£7.8 million) (assuming an exchange rate of $1.00 =
£0.78), the net proceeds of which will be used for
general working capital requirements
· Completion of the
Placing beyond 19,986,031 Ordinary Shares, is conditional upon
shareholder approval to enable the issue of additional new Ordinary
Shares at the Placing Price beyond current allotment authorities
and to ensure compliance with the Nasdaq rules, which is due to be
sought at a general meeting of the Company to be held at such date
and time to be fixed and announced by the Company in due course
The Company's existing cash resources and net
proceeds from the Placing will be used to fund working capital
requirements. The Company's current cash runway, in absence of
further financing, runs into April 2024. It is expected that the
net proceeds of the Placing will extend the cash runway of the
Company into Q4 2024. The Company reserves the right to continue to
explore, and undertake, if appropriate, further financing or
financings following this transaction in order to further extend
the cash runway while the previously announced Formal Sale Process
is underway. Such financings may consist of equity and/or debt or
convertible securities.
The Placing will raise approximately US$10 million
(before expenses) and will involve a placing of new Ordinary Shares
at the Placing Price (the "Placing
Shares"). Any Placing Shares issued to investors in the U.S.
will be issued pursuant to an exemption from registration and all
Placing Shares will be restricted certificated Ordinary Shares,
with the relevant share certificates to be held by the Company's
registrars. The restricted Ordinary Shares will be subsequently
registered with the U.S. Securities and Exchange Commission within
45 days of the relevant closing. Upon a sale pursuant to the
effective registration statement, the Company will remove the
restriction and facilitate resale of the Ordinary Shares and, if
the holder chooses and pays any associated ADS conversion fees,
conversion to new ADSs on Nasdaq, with each ADS representing two
Ordinary Shares. The Placing Shares will not be admitted to trading
on AIM until after the restrictions have been removed and they are
capable of being held in CREST.
The Placing Shares are expected to be issued in two
tranches, with the issuance of the first tranche of 19,986,031
Ordinary Shares (the "First
Tranche Placing Shares") to take place on or around March
14, 2024 and the issuance of the remainder of the Placing Shares
(the "Second Tranche Placing
Shares") subject to shareholder approval of (i) the
allotment and issue of the Second Tranche Placing Shares, (ii) the
disapplication of pre-emption rights in respect of the allotment
and issue of the Second Tranche Placing Shares and (iii) the
issuance of the Second Tranche Placing Shares as required by the
Nasdaq rules, at a general meeting of the shareholders of the
Company (the "General
Meeting"). The Placing Shares are subject to certain
conditions and/or resale and transfer restrictions set out in
Appendix I to this announcement.
The Placing is expected to close with respect to the
First Tranche Placing Shares on or about March 14, 2024, subject to
customary closing conditions.
For
further information, please contact:
Renalytix
plc
|
|
www.renalytix.com
|
James McCullough, CEO
|
|
Via Walbrook PR
|
|
|
|
Stifel (Nominated
Adviser and Sole Broker)
|
|
Tel: 020 7710 7600
|
Nicholas Moore / Alex Price / Nick Harland / Samira
Essebiyea / Harry Billen
|
|
|
|
|
|
|
|
|
Walbrook PR
Limited Paul McManus / Alice Woodings
|
|
Tel: 020 7933 8780 or renalytix@walbrookpr.com
|
|
|
Mob: 07980 541 893 / 07407
804 654
|
|
|
|
CapComm
Partners Peter DeNardo
|
|
Tel: 415-389-6400 or
investors@renalytix.com
|
The person responsible for arranging for the release
of this Announcement on behalf of Renalytix is James McCullough,
CEO.
About
Renalytix
Renalytix (NASDAQ: RNLX) (LSE: RENX) is an in-vitro
diagnostics and laboratory services company that is the global
founder and leader in the new field of bioprognosis™ for kidney
health. The leadership team, with a combined 200+ years of
healthcare and in-vitro diagnostic experience, has designed its
KidneyIntelX laboratory developed test to enable risk assessment
for rapid progressive decline in kidney function in adult patients
with T2D and early CKD (stages 1-3). We believe that by
understanding how disease will progress, patients and providers can
take action early to improve outcomes and reduce overall health
system costs.
FURTHER
INFORMATION
Details of the
Placing
The Placing will be conducted by way of an
accelerated bookbuilding process (the "Bookbuild") which will be launched
immediately following this Announcement in accordance with the
terms and conditions set out in Appendix I. The Placing Shares are
not being made available to the public. It is envisaged that the
Bookbuild will be closed no later than 5 p.m. today, 12 March 2024.
Details of the final number of Placing Shares and the approximate
gross proceeds of the Placing will be announced as soon as
practicable after the closing of the Bookbuild.
The Company's existing cash resources and net
proceeds from the Placing will be used to fund working capital
requirements. The Company's current cash runway, in absence of
further financing, runs into April 2024. It is expected that the
net proceeds of the Placing will extend the cash runway of the
Company to October 2024. The Company reserves the right to continue
to explore, and undertake, if appropriate, further financing or
financings following this transaction in order to further extend
the cash runway while the previously announced Formal Sale Process
is underway. Such financings may consist of equity and/ or debt or
convertible securities.
Application will be made to the London Stock Exchange
for admission of the First Tranche Placing Shares to trading on AIM
following the First Resale Registration Statement having been filed
with the SEC (which is expected to be within 45 days of First
Closing) and become effective ("First Admission").
The amount that can be raised in the Placing has a
limit of 20% of the current issued share capital of the Company, as
per the Nasdaq 20% rule, which equates to 19,986,031 ordinary
shares. A further allotment authority, disapplication authority and
approval under the Nasdaq rules will be sought at the General
Meeting to be held at such date and time to be fixed and announced
by the Company in due course. Subject to the passing of the
Resolutions at the General Meeting, completion of the allotment and
issue of the Second Tranche Placing Shares will take place after
the General Meeting. Application will be made to the London Stock
Exchange for admission of the Second Tranche Placing Shares to
trading on AIM following the Second Resale Registration Statement
having been filed with the SEC (which is expected to be within 45
days of Second Closing) and become effective ("Second Admission").
The securities to be sold in the Placing have not
been registered under the Securities Act, or any state or other
applicable jurisdiction's securities laws, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state or other jurisdictions' securities laws.
Capitalised terms not otherwise defined in the text
of this Announcement are defined in Appendix II.
All references to times and dates in this
Announcement are to times and dates in London, United Kingdom,
unless otherwise stated.
Forward-Looking
Statements
Statements contained in this Announcement regarding
matters that are not historical facts are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. Examples of these forward-looking
statements include statements concerning: the anticipated timing of
the accelerated bookbuild and the admission of the Placing Shares,
the results of the General Meeting, the admission of the second
tranche, the Company's current cash runway and its expected cash
runway after receipt of the proceeds from the Placing, the expected
closing of the Placing discussed in this press release and the
expected use of proceeds of the Placing. Words such as
"anticipates," "believes," "estimates," "expects," "intends,"
"plans," "seeks," and similar expressions are intended to identify
forward-looking statements. We may not actually achieve the plans
and objectives disclosed in the forward-looking statements, and you
should not place undue reliance on our forward-looking statements.
Any forward-looking statements are based on management's current
views and assumptions and involve risks and uncertainties that
could cause actual results, performance or events to differ
materially from those expressed or implied in such statements.
These risks and uncertainties include, among others: the
uncertainties related to market conditions; the completion of the
Placing on the anticipated terms or at all; that kidneyintelX.dkd
and KidneyIntelX are based on novel artificial intelligence
technologies that are rapidly evolving and potential acceptance,
utility and clinical practice remains uncertain; we have only
recently commercially launched KidneyIntelX; and risks relating to
the impact on our business of the COVID-19 pandemic or similar
public health crises. These and other risks are described more
fully in our filings with the Securities and Exchange Commission
(SEC), including our most recent Quarterly Report on Form 10-Q and
the "Risk Factors" section of our Annual Report on Form 10-K filed
with the SEC on 28 September 2023, and other filings we make with
the SEC from time to time. All information in this press release is
as of the date of the release, and we undertake no obligation to
publicly update any forward-looking statement, whether as a result
of new information, future events, or otherwise, except as required
by law.
Important
Notice
Stifel, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company
and no-one else in connection with the Placing and will not regard
any other person as a client in relation to the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Placing or any other matter referred to herein. Its
responsibilities as Nominated Advisor and Sole Broker to the
Company are owed to the London Stock Exchange and the Company, and
not to any other person including, without limitation, in respect
of any decision to acquire Placing Shares in reliance on any part
of this Announcement.
UK Product
Governance Requirements
Solely for the purposes of the product governance
requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Sourcebook (the "UK Product Governance Requirements")
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of: (a) retail investors,
(b) investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in the FCA Handbook
Conduct of Business Sourcebook); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Ordinary Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer. In all circumstances the Bookrunner will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE
PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES
(TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES
PROCURED BY THE BOOKRUNNER ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART
IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES)
AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION
((EU) 2017/1129, AS AMENDED FROM TIME TO TIME) (THE "EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE EU PROSPECTUS REGULATION, AS AMENDED BY THE PROSPECTUS
(AMENDMENT ETC.) (EU EXIT) REGULATIONS 2019, AND WHICH IS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMENDED AND SUPPLEMENTED FROM TIME TO TIME) (THE "UK PROSPECTUS REGULATION") AND WHO ARE
PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMENDED) (THE "ORDER"); (II) ARE PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; OR (C)
IN THE UNITED STATES, "QUALIFIED INSTITUTIONAL BUYERS" WITHIN THE
MEANING OF RULE 144A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY
OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS NOT
AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING
THE APPENDICES, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT, NOR UNDER ANY SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED
OR DELIVERED TO, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE
SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE
UNITED STATES HAS APPROVED OR DISAPPROVED, OR WILL APPROVE OR
DISAPPROVE, OF AN INVESTMENT IN THE SECURITIES MENTIONED HEREIN,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED,
NOR WILL THEY PASS UPON OR ENDORSE, THE MERITS OF THE PLACING OR
THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. THERE WILL BE NO
PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED JURISDICTION OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS
TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES. THE PRICE OF SHARES IN THE COMPANY AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND
INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF
THE PLACING SHARES.
The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been
taken by the Company, the Bookrunner or any of its or their
respective affiliates or any of its or their respective agents,
directors, officers, consultants or employees which would permit an
offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required.
This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the FSMA does not apply. Subject to certain
exceptions, the securities referred to in this Announcement may not
be offered or sold in any Restricted Jurisdiction or to, or for the
account or benefit of, a citizen or resident, or a corporation,
partnership or other entity created or organised in or under the
laws of a Restricted Jurisdiction.
Neither the Company, the Bookrunner or any of its or
their respective affiliates or any of its or their respective
agents, directors, officers, consultants or employees makes any
representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees.
Persons who are invited to and who choose to
participate in the Placing, by making (or on whose behalf there is
made) an oral or written offer to subscribe for Placing Shares (the
"Placees"), will be
deemed: (i) to have read and understood this Announcement,
including the Appendices, in its entirety; and (ii) to be making
such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings
contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the
basis that they have provided), the representations, warranties,
acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants
and acknowledges that:
1. it
is a Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. in
the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 5(1) of the UK Prospectus
Regulation, (i) that it understands the resale and transfer
restrictions set out in this Appendix and that the Placing Shares
acquired by it have not been acquired on a non-discretionary basis
on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any member state of the EEA or in
the United Kingdom or to which the EU Prospectus Regulation or, as
the case may be, the UK Prospectus Regulation, otherwise applies
other than Qualified Investors (in the case of a member state of
the EEA), Relevant Persons (in the case of the United Kingdom) or
in circumstances in which the prior consent of the Bookrunner has
been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the EEA or (iii) the United Kingdom other than Qualified
Investors, or in the United Kingdom other than Relevant Persons,
the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or, as the case may be, the UK Prospectus
Regulation, as having been made to such persons;
3. in
the case of Non-US Placees, the Placing Shares will be subject to
the conditions listed under Section 903(b)(3), of Category 3, of
Regulation S and it agrees to resell the Placing Shares only in
accordance with the provisions of Regulation S, pursuant to
registration under the Securities Act, or pursuant to an available
exemption from registration; and it agrees not to engage in hedging
transactions with regard to the Placing Shares unless in compliance
with the Securities Act;
4. in
the case of US Placees, the Placing Shares have not been registered
under the Securities Act or with any securities or other regulatory
authority of any state or territory of the United States and that
the sale to such US Placee (or such beneficial owner) is being made
in a private placement transaction not involving a public offering,
exempt from registration under the Securities Act. The Placing
Shares are "restricted securities" within the meaning of Rule
144(a)(3) and may not be reoffered, resold, pledged or otherwise
transferred except pursuant to an effective resale registration
statement or pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, and that, in each case, such offer, sale, pledge or
transfer must be made in accordance with any applicable securities
laws of any state of the United States or any jurisdiction;
5.
except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it and any
account with respect to which it exercises sole investment
discretion, is either (i) a Non-US Placee outside the United States
subscribing for the Placing Shares in an "offshore transaction" as
defined in and in accordance with Regulation S under the Securities
Act ("Regulation S") or
(ii) a US Placee who is a "qualified institutional buyer"
("QIB") as defined in Rule
144A under the Securities Act ("Rule 144A"); and
6.
acknowledges that the Placing Shares will be delivered in
certificated form and will bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, RESOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED,
DIRECTLY OR INDIRECTLY, EXCEPT IF SUCH TRANSFER IS EFFECTED (A)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND IN EACH CASE OF CLAUSES (A)-(C), IN ACCORDANCE
WITH ANY APPLICABLE LOCAL SECURITIES LAWS OR REGULATIONS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. HEDGING
TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.
THE HOLDER ACKNOWLEDGES THAT THE COMPANY RESERVES THE
RIGHT PRIOR TO ANY SALE OR OTHER TRANSFER TO REQUIRE THE DELIVERY
OF SUCH CERTIFICATIONS AND OTHER INFORMATION AS THE COMPANY MAY
REASONABLY REQUIRE TO CONFIRM THAT THE PROPOSED SALE OR OTHER
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
The Company and the Bookrunner will rely upon the
truth and accuracy of the foregoing representations,
acknowledgements and agreements.
This Announcement does not
constitute an offer, and may not be used in connection with an
offer, to sell or issue or the solicitation of an offer to buy or
subscribe for Placing Shares in any jurisdiction in which such
offer or solicitation is or may be unlawful. No action has
been taken by the Company or the Bookrunner that would permit an
offering of such securities or possession or distribution of this
document or any other offering or publicity material relating to
such securities in any jurisdiction where action for that purpose
is required. This Announcement and the information contained
herein is not for publication or distribution, directly or
indirectly, to persons in the United States, Canada, Australia, New
Zealand, Japan or the Republic of South Africa or in any
jurisdiction in which such publication or distribution is
unlawful. Persons into whose possession this Announcement may
come are required by the Company to inform themselves about and to
observe any restrictions of transfer of this Announcement. No
public offer of the Placing Shares is being made in the United
Kingdom, the United States or elsewhere.
In particular, the Placing Shares
referred to in this Announcement have not been registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an effective
registration statement or an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and the securities laws of any state or other jurisdiction of the
United States. The Placing Shares are being offered and sold
outside the United States in accordance with Regulation
S.
The Placing Shares have not been
approved or disapproved, nor will they be approved or disapproved,
by the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed, nor
will they pass upon or endorse, the merits of the Placing or the
accuracy or adequacy of the contents of this Announcement.
Any representation to the contrary is a criminal offence in the
United States.
The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada; no prospectus has been lodged
with or registered by the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Canada, Australia, New Zealand, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Canada, Australia, New Zealand, Japan or the
Republic of South Africa or any other jurisdiction outside the
United Kingdom.
The Placing Shares will not be
admitted to trading on any stock exchange other than AIM, the
market operated by the London Stock Exchange. The Company also has
American Depositary Shares, each representing two ordinary shares
("ADSs") listed on Nasdaq;
however, the Placing Shares will not be capable of conversion to
ADSs until a sale pursuant to an effective registration statement
or other exemption under the Securities Act, or until the end of
the restricted period under Regulation S, in each case subject to
the Placee's payment of any applicable fees and delivery of any
applicable documentation to the depositary of the ADSs. The
Placing Shares will not be admitted to trading on AIM until after
the restrictions have been removed and they are capable of being
held in CREST.
Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to
forward a copy of this Appendix or the Announcement of which it
forms part should seek appropriate advice before taking any
action.
In this Appendix, unless the context otherwise
requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or
on whose behalf a commitment to subscribe for Placing Shares has
been given.
Bookbuild
The Bookrunner will today commence an accelerated
bookbuilding process to determine demand for participation in the
Placing by potential Placees. The Bookrunner and the Company shall
be entitled to effect the Placing by such alternative method to the
Bookbuild as they may, in their sole discretion determine.
Details of the
Placing
The Bookrunner has entered into the Placing Agreement
with the Company under which the Bookrunner has agreed, on the terms and subject to the conditions set
out therein, to undertake to use its reasonable endeavours to
procure, as the Company's placing agent and bookrunner for the
purpose of the Placing, subscribers for the Placing Shares at the
Placing Price.
The final number of Placing Shares will be decided at
the close of the Bookbuild following the execution of the terms of
the Placing by the Company and the Bookrunner (the "Placing Term Sheet").
The Placing Agreement contains customary undertakings
and warranties given by the Company to the Bookrunner including as
to the accuracy of information contained in this Announcement and
to be contained in the placing documents, to matters relating to
the Company and its business and a customary indemnity given by the
Company to the Bookrunner in respect of liabilities arising out of
or in connection with the Placing, the First Admission and/or
Second Admission (if applicable).
The Placing is conditional upon, inter alia:
a) in respect
of Second Tranche Placing Shares, the passing of the Resolutions at
the General Meeting; and
b) the
obligations of the Bookrunner under the Placing Agreement not
having been terminated in accordance with its terms prior to First
Closing in respect of the First Tranche Placing shares or
Second Closing in respect of the Second Tranche Placing
Shares.
The number of Placing Shares will be determined
following completion of the Bookbuild as set out in this
Announcement.
The Placing Shares will, as from the date when they
are issued, be fully paid or credited as fully paid and will rank
pari passu in all respects
with the existing issued Ordinary Shares, including the right to
receive all dividends and other distributions declared (if any),
made or paid on or in respect of the Ordinary Shares after the
relevant date of issue of the Placing Shares.
Lock up
As part of the Placing, the Company has agreed that
it will not issue or sell any Ordinary Shares for a period of 90
days after the date of this announcement without the prior written
consent of the Bookrunner. That agreement is subject to
certain customary carve-outs agreed between the Bookrunner and the
Company.
Application for
admission to trading
Application will be made to the London Stock Exchange
for First Admission and Second Admission. It is expected that
settlement of the First Tranche Placing Shares will take place on
or around March 14, 2024 and First Admission will become effective
following the First Resale Registration Statement having been filed
with the SEC (which is expected to be within 45 days of First
Closing) and becoming effective and that dealings in the
First Tranche Placing Shares will commence at that time. It is
expected that, subject to the passing of the Resolutions at the
General Meeting, settlement of the Second Tranche Placing Shares
will take place within two trading days after the General Meeting
and that the Second Admission will become effective following the
Second Resale Registration Statement having been filed with the SEC
(which is expected to be within 45 days of Second Closing)
and become effective and that dealings in the Second Tranche
Placing Shares will commence at that time.
Participation in,
and principal terms of, the Placing
1.
The Bookrunner is arranging the Placing as placing agent and
bookrunner of the Company for the purpose of using its reasonable
endeavours to procure Placees at the Placing Price for the Placing
Shares.
2.
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by the Bookrunner.
The Bookrunner and its affiliates may participate in the Placing as
principal.
3.
This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
4.
The Bookbuild, if successful, will establish the number of Placing
Shares to be issued at the Placing Price. The number of
Placing Shares to be issued will be agreed between the Bookrunner
and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
5. To
bid in the Bookbuild, prospective Placees should communicate their
bid by telephone or email to their usual sales contact at the
Bookrunner. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Placing Price. Bids may be scaled down by the Bookrunner on
the basis referred to in paragraph 9 below.
6.
The timing of the closing of the Bookbuild will be at the
discretion of the Bookrunner. The Company reserves the right
(upon agreement with the Bookrunner) to reduce or seek to increase
the amount to be raised pursuant to the Placing, in its absolute
discretion.
7.
Each Placee's allocation will be confirmed to Placees orally or by
email by the Bookrunner, and evidenced by a trade confirmation or
contract note which will be dispatched as soon as practicable
thereafter. The terms of this Appendix will be deemed
incorporated by reference therein. The oral or email
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of the Bookrunner and the Company, under which
it agrees to acquire the number of Placing Shares allocated to it
at the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's Articles.
Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner, or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent. The Company and the Bookrunner will determine, in their
absolute discretion, the allocation of Placing Shares between First
Tranche Placing Shares and Second Tranche Placing Shares.
8.
The Company will make a further announcement following the close of
the Bookbuild detailing the number of Placing Shares to be issued
at the Placing Price.
9.
Subject to paragraphs 5 and 6 above, the Bookrunner may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as they may determine (in agreement with the Company). The
Bookrunner may also, notwithstanding paragraphs 5 and 6 above,
subject to the prior consent of the Company: (a) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time; and (b) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time.
10. The
allocation of Placing Shares to Non-US Placees shall be conditional
on the execution by each Non-US Placee of a Non-US Investor Letter
in the form provided to it to the Bookrunner or its affiliates.
11. The
allocation of Placing Shares to US Placees shall be conditional on
the execution by each US Placee of a US Investor Letter in the form
provided to it to the Bookrunner or its affiliates.
12. Each
Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the Bookrunner, to pay in cleared funds
immediately on the settlement date, in accordance with the
registration and settlement requirements set out below, an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to take up and the Company has agreed
to allot.
13.
Irrespective of the time at which a Placee's allocation pursuant to
the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the
times and on the basis explained below under "Registration and
Settlement".
14. All
obligations under the Placing will be subject to fulfilment or
(where applicable) waiver of, inter alia, the conditions referred to
below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
15. By
participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
16. To the
fullest extent permissible by law, neither the Company, the
Bookrunner or any of their respective affiliates shall have any
responsibility or liability (whether in contract, tort or
otherwise) to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) under these terms and
conditions. In particular, none of the Company, the
Bookrunner or any of their respective affiliates shall have any
liability (whether in contract, tort or otherwise and including, to
the fullest extent permissible by law, any fiduciary duties) in
respect of the Bookrunner's conduct of the Bookbuild or
Placing. Each Placee acknowledges and agrees that the Company
is responsible for the allotment of the Placing Shares to the
Placees and the Bookrunner shall have no liability to the Placees
for the failure of the Company to fulfil those obligations.
Conditions of the Placing
The Bookrunner's obligations under the Placing
Agreement in respect of the Placing Shares are conditional on,
inter alia:
a) the Company
allotting the First Tranche Placing Shares in accordance with the
Placing Agreement;
b) the Company
allotting the Second Tranche Placing Shares in accordance with the
Placing Agreement; and
c) in respect
of the Second Tranche Placing Shares only, the passing of the
Resolutions (without amendment) at the General Meeting (and not,
except with the written agreement of the Bookrunner, at any
adjournment of such meeting).
If (i) any of the conditions contained in the Placing
Agreement in respect of the Placing Shares are not fulfilled or
waived by the Bookrunner by the time or date where specified (or
such later time or date as the Company and the Bookrunner may
agree, not being later than the Long Stop Date), or (ii) the
Placing Agreement is terminated as described below, the Placing
will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The Bookrunner may, in its absolute discretion,
waive, or extend the period (up to the Long Stop Date) for,
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement, save that certain conditions and the Company allotting
the Placing Shares may not be waived and the period for compliance
with such conditions may not be extended. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
Neither the Bookrunner or the Company, nor any of
their respective affiliates, agents, directors, officers,
consultants or employees, shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Bookrunner.
Right to terminate
under the Placing Agreement
The Bookrunner is entitled in its absolute
discretion, at any time before First Closing, acting in good faith
and, to the extent reasonably practicable, following consultation
with the Company, to terminate the Placing Agreement by giving
notice to the Company in the following circumstances:
(a)
any statement contained in any Placing Document is
or has become or has been discovered to be untrue, misleading or
inaccurate or any matter has arisen which would, if the Placing
Documents were to be issued at that time, constitute an inaccuracy
or omission therefrom which in the opinion of the Bookrunner,
acting in good faith, is material in the context of the Placing,
First Admission or Second Admission or any of the transactions
contemplated by the Placing Agreement; or
(b)
the warranties given by the Company to the
Bookrunner are not true and accurate or have become misleading (or
would not be true and accurate or would be misleading if they were
repeated at any time before First Closing) by reference to the
facts subsisting at the time when the notice referred to above is
given; or
(c)
the Company fails to comply with any of its
obligations under the Placing Agreement in any case which is
material in the context of the Placing;
or
(d)
a matter having arisen in respect of which
indemnification may be sought from the Company under the indemnity
included in the Placing Agreement; or
(e)
there has occurred a suspension or cancellation by
the LSE or Nasdaq of trading in the Company's securities;
or
(f)
a matter, fact, circumstance or event has arisen
such that in the opinion of the Bookrunner, acting in good faith, a
Supplementary Placing Announcement is required to be published;
or
(g)
there is introduced, or there is a public
announcement of a proposal to introduce, any change in Market Rules
or any other applicable law in the United Kingdom or the US, which
does or is likely to prohibit or restrict the Placing, capital
issues or stock markets or materially adversely affect the Group;
or
(h)
there has occurred, in the Bookrunner's opinion,
acting in good faith, a Material Adverse Change; or
(i)
there has occurred:
(A)
any change, or development involving a prospective
change, in national or international, military, diplomatic,
monetary, economic, political, financial, industrial or market
conditions or exchange rates or exchange controls, or any incident
of terrorism or outbreak or escalation of hostilities or any
declaration of a national emergency or war or any other calamity or
crisis, in each case, in any jurisdiction; or
(B)
a suspension of trading in securities generally on
the LSE or Nasdaq or generally on any stock exchange or trading in
any stock exchange or over-the-counter market is materially
disrupted or minimum or maximum prices have been established on any
such exchange; or
(C)
a declaration of a banking moratorium in London or
by the US federal or New York State authorities or the European
Central Bank or any material disruption to commercial banking or
securities settlement or clearance services in the US or the
UK,
which, in the opinion of a
Bookrunner, acting in good faith, would or would be likely to
prejudice materially the Company or the Placing or makes it
impracticable or inadvisable to proceed with the
Placing.
The Bookrunner is entitled in its absolute
discretion, at any time before Second Closing, acting in good faith
and, to the extent reasonably practicable, following consultation
with the Company, to terminate the Placing Agreement by giving
notice to the Company in the following circumstances:
(a)
any statement contained in any Placing Document is
or has become or has been discovered to be untrue, misleading or
inaccurate or any matter has arisen which would, if the Placing
Documents were to be issued at that time, constitute an inaccuracy
or omission therefrom which in the opinion of the Bookrunner,
acting in good faith, is material in the context of the Placing or
Second Admission or any of the transactions contemplated by the
Placing Agreement;
(b)
the warranties given by the Company to the
Bookrunner are not true and accurate or have become misleading (or
would not be true and accurate or would be misleading if they were
repeated at any time before Second Closing) by reference to the
facts subsisting at the time when the notice referred to above is
given;
(c)
the Company fails to comply with any of its
obligations under the Placing Agreement in any case which is
material in the context of the Placing;
(d)
a matter having arisen in respect of which
indemnification may be sought from the Company under the indemnity
included in the Placing Agreement;
(e)
there has occurred a suspension or cancellation by
the LSE or Nasdaq of trading in the Company's
securities;
(f)
a matter, fact, circumstance or event has arisen
such that in the opinion of the Bookrunner, acting in good faith, a
Supplementary Placing Announcement is required to be published;
or
(g)
there is introduced, or there is a public
announcement of a proposal to introduce, any change in Market Rules
or any other applicable law in the United Kingdom or the US, which
does or is likely to prohibit or restrict the Placing, capital
issues or stock markets or materially adversely affect the Group;
or
(h)
there has occurred, in the Bookrunner's opinion,
acting in good faith, a Material Adverse Change.
The rights and obligations of the
Placees shall terminate only in the circumstances described in
these terms and conditions and in the Placing Agreement and will
not be subject to termination by the Placee or any prospective
Placee at any time or in any circumstances. By participating
in the Placing, Placees agree that the exercise by the Bookrunner
of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the
Bookrunner, and that it need not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise or decision not to exercise. Placees
will have no rights against the Bookrunner, the Company or any of their respective directors or employees
under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended).
No
admission document or prospectus
The Placing Shares are being offered to a limited
number of specifically invited persons only and will not be offered
in such a way as to require an admission document or prospectus in
the United Kingdom or in any other jurisdiction. No offering
document, admission document or prospectus has been or will be
submitted to be approved by the FCA or submitted to the London
Stock Exchange in relation to the Placing, and Placees' commitments
will be made solely on the basis of the information contained in
the Announcement (including the Appendices) and the UK Public
Information. Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the UK Public Information), representation, warranty, or
statement made by or on behalf of the Company, the Bookrunner, or
any other person and neither the Bookrunner, the Company nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Bookrunner, the Company, or their
respective officers, directors, consultants, employees or
agents. Each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Neither the Company nor the Bookrunner is making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should
not consider any information in this Announcement to be legal, tax
or business advice. Each Placee should consult its own
solicitor, tax adviser and financial adviser for independent legal,
tax and financial advice regarding an investment in the Placing
Shares. Nothing in this paragraph shall exclude the liability
of any person for fraudulent misrepresentation.
Registration and
settlement
Provided payment in full has been made, definitive
legended share certificate(s) in respect of the Placing Shares
shall be prepared by Link Group (the "Registrar") as soon as possible
following the First Closing or Second Closing, as applicable.
Such definitive share certificate(s) shall be kept by the Registrar
and there shall be no obligation on the Company or the Registrar to
despatch, post or mail such definitive share certificates to the
persons named thereon pending sales made pursuant to the First
Resale Registration Statement or the Second Resale Registration
Statement, as applicable. 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 Sterling Overnight Index Average (SONIA) as determined by
the Bookrunner.
Each Placee is deemed to agree that, if it does not
comply with these obligations, the Bookrunner may sell any or all
of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for the Bookrunner's account
and benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify
the Bookrunner (as agent for the Company) on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's
behalf. By communicating a bid for Placing Shares to
the Bookrunner, each Placee confers on the Bookrunner all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Bookrunner
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian
or settlement agent, Placees should ensure that the trade
confirmation or contract note is copied and delivered immediately
to the relevant person within that organisation.
Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax or securities transfer tax. Placees will not
be entitled to receive any fee or commission in connection with the
Placing.
Representations,
warranties and further terms
By participating in the Placing each Placee (and any
person acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and the
Bookrunner, namely that, each Placee (and any person acting on such
Placee's behalf):
1.
represents and warrants that it has read and understood the
Announcement, including the Appendices, in its entirety and that
its subscription of Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and not in reliance on any information given or
any representations, warranties or statements made at any time by
any person in connection with the First Admission, Second
Admission, the Company, the Placing, or otherwise, other than the
information contained in this Announcement and undertakes not to
redistribute or duplicate this Announcement or any part of it;
2.
acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3.
acknowledges that the Ordinary Shares are admitted to trading on
AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively, "UK Public
Information"), which includes a description of the nature of
the Company's business, the Company's most recent balance sheet and
profit and loss account and similar statements published in
preceding years and that the Placee is able to obtain or access
such information or comparable information concerning any other
publicly traded company without undue difficulty;
4.
acknowledges that none of the Bookrunner, the Company, any of their
respective affiliates or any person acting on behalf of any of them
has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Bookrunner, the
Company, their respective affiliates or any person acting on behalf
of any of them to provide it with any such information and has read
and understood the UK Public Information;
5.
acknowledges that the content of this Announcement is exclusively
the responsibility of the Company, and not the Bookrunner, its
affiliates, agents, directors, officers, consultants or employees,
or any person acting on its behalf has or shall have any liability
for any information, representation or statement contained in this
Announcement or any information previously or concurrently
published by or on behalf of the Company, and will not be liable
for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any UK Public Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by the Bookrunner, the Company or any
of their respective affiliates, agents, directors, officers,
consultants or employees or any person acting on behalf of any of
them, or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the research departments of the
Bookrunner (the views of such research department are not
representing and being independent from those of the Company and
the corporate finance departments of the Bookrunner and not being
attributable to the same), and neither the Bookrunner, nor the
Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each
Placee further acknowledges and agrees that it may not place the
same degree of reliance on this Announcement as it may otherwise
place on a prospectus or admission document. Each Placee
further acknowledges and agrees that it has relied solely on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing and it will
not rely on any investigation that the Bookrunner, their
affiliates, agents, directors, officers, consultants or employees
or any other person acting on its or their behalf has or may have
conducted;
6.
represents and warrants that it has neither received nor relied on
any "inside information" as defined in the EU Market Abuse
Regulation (Regulation 596/2014/EU) as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (as amended and
supplemented from time to time) ("UK MAR") concerning the Company in
accepting this invitation to participate in the Placing;
7.
acknowledges that the Bookrunner does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the COB
Rules in the FCA Handbook and that the Bookrunner is not acting for
it or its clients and that the Bookrunner will not be responsible
for providing protections to it or its clients;
8.
acknowledges that neither the Bookrunner, any of its affiliates,
agents, directors, officers, consultants or employees or any person
acting on behalf of them has or shall have any liability for the UK
Public Information, any publicly available or filed information or
any representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
9.
acknowledges that neither of the Bookrunner, its ultimate holding
company nor any direct or indirect subsidiary undertakings of such
holding company, nor any of their respective affiliates, agents,
directors, officers, consultants or employees shall be liable to
Placees for any matter arising out of the Bookrunner's role as
placing agent or otherwise in connection with the Placing and that
where any such liability nevertheless arises as a matter of law
each Placee will immediately waive any claim against any of such
persons which you may have in respect thereof;
10.
acknowledges that the Placing Shares have not been registered under
the Securities Act or with any securities or other regulatory
authority of any state or territory of the United States and that
the sale to the Placee (or such beneficial owner) is being made in
a transaction not involving a public offering, exempt from
registration under the Securities Act. The Placing Shares are
"restricted securities" within the meaning of Rule 144(a)(3) and
may not be reoffered, resold, pledged or otherwise transferred
except pursuant to an effective resale registration statement or
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act,
and that, in each case, such offer, sale, pledge or transfer must
be made in accordance with any applicable securities laws of any
state of the United States or any jurisdiction;
11.
acknowledges that the Placing Shares are being offered and sold by
or on behalf of the Company (i) to Non-US Placees in "offshore
transactions" as defined in, and in accordance with, Regulation S
and (ii) to a limited number of US Placees reasonably
believed to be QIBs in transactions not involving a public offering
within the meaning of Section 4(a)(2) of the Securities Act and
which are exempt from or not subject to the registration
requirements of the Securities Act and applicable US state
securities laws. It and the prospective beneficial owner of the
Placing Shares are, and at the time the Placing Shares are
subscribed for will be, either: (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S, and has agreed to
be bound to the terms of the Non-US Investor Letter in the form
provided to it by the Bookrunner or its affiliates; or (ii) a QIB
which has agreed to be bound to the terms of the US Investor Letter
in the form provided to it by the Bookrunner or its affiliates. In
addition, with respect to (ii) above, it further acknowledges: (a)
it is subscribing for the Placing Shares for its own account or for
one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB; (b) it is
subscribing for the Placing Shares for investment purposes only and
not with a view to any distribution or for resale in connection
with the distribution thereof, in whole or in part, in the United
States; and (c) it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
12.
acknowledges that any U.S. resale registration rights related to
the Placing Shares shall be deemed waived in the event that the
Placee does not timely provide the information requested by the
Company or its counsel that is reasonable and necessary for the
preparation and filing of the U.S. resale registration statement,
and acknowledges that in order to have one's Placing Shares
included in the U.S. resale registration statement, the Placee must
consent to be named and have certain information regarding the
Placee published in the U.S. resale registration statement;
13.
represents and warrants that it is not acquiring any of the Placing
Shares 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) or any form of "directed
selling efforts" (as defined in Regulation S);
14. unless
otherwise specifically agreed in writing with the Bookrunner,
represents and warrants that neither it nor the beneficial owner of
such Placing Shares will be a resident of Canada, Australia, New
Zealand, Japan or the Republic of South Africa;
15.
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Canada, Australia,
New Zealand, Japan or the Republic of South Africa and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within those
jurisdictions;
16.
represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
17.
represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on Payer) Regulations 2017 and any related
rules, regulations or guidelines issued, administered or enforced
by any government agency having jurisdiction in respect thereof;
and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any
economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the US
Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making payment
on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which the
Bookrunner may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Bookrunner on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be purchased by
it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Bookrunner may decide in their sole
discretion;
18. if a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation, or Article 5(1) of the UK Prospectus
Regulation represents and warrants that the Placing Shares
purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA as the case may be or the United Kingdom or to which the
EU Prospectus Regulation (in the case of a member state of
the EEA) or the UK Prospectus Regulation (in the case of the United
Kingdom) otherwise applies other than Qualified Investors in a
member state in the EEA or Relevant Persons in the United Kingdom,
or in circumstances in which the prior consent of the Bookrunner
has been given to the offer or resale;
19.
represents and warrants that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA prior to
First Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation
(including any relevant implementing measure in any member
state);
20.
represents and warrants that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the United
Kingdom prior to First Admission or Second Admission except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in the United Kingdom within the meaning
of the UK Prospectus Regulation (including any relevant
implementing measure in the United Kingdom);
21.
represents and warrants that it has only communicated or caused to
be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
22.
represents and warrants that it has complied and will comply with
all applicable provisions of UK MAR and the FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
23. if in a
member state of the EEA, unless otherwise specifically agreed with
the Bookrunner in writing, represents and warrants that it is a
Qualified Investor;
24. if in
the United Kingdom, represents and warrants that it is a Relevant
Person or to whom this Announcement may otherwise be lawfully
communicated;
25.
represents and warrants that it and any person acting on its behalf
is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and
has obtained all necessary consents and authorities and taken any
other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
26. where
it is acquiring Placing Shares for one or more managed accounts,
represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided by the Bookrunner;
27. if it
is acting as a "distributor" (for the purposes of the UK Product
Governance Requirements):
27.1 it acknowledges
that the UK target market assessment undertaken by the Bookrunner
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS 9A and COBS 10A,
respectively; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares and each distributor
is responsible for undertaking its own UK target market assessment
in respect of the Placing Shares and determining appropriate
distribution channels;
27.2 notwithstanding
any UK target market assessment undertaken by the Bookrunner, it
confirms that, other than where it is providing an execution-only
service to investors, it has satisfied itself as to the appropriate
knowledge, experience, financial situation, risk tolerance and
objectives and needs of the investors to whom it plans to
distribute the Placing Shares and that is has considered the
compatibility of the risk/reward profile of such Placing Shares
with the end target market; and
27.3 it acknowledges
that the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom;
28. if it
is acting as a "distributor" (for the purposes of MiFID II Product
Governance Requirements):
28.1 it acknowledges
that the Target Market Assessment undertaken by the Bookrunner does
not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares and each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels;
28.2 notwithstanding
any Target Market Assessment undertaken by the Bookrunner, it
confirms that, other than where it is providing an execution-only
service to investors, it has satisfied itself as to the appropriate
knowledge, experience, financial situation, risk tolerance and
objectives and needs of the investors to whom it plans to
distribute the Placing Shares and that is has considered the
compatibility of the risk/reward profile of such Placing Shares
with the end target market; and
28.3 it acknowledges
that the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom;
29. it is
capable of being categorised as a person who is a "professional
client" or an "eligible counterparty" within the meaning of Chapter
3 of the FCA's Conduct of Business Sourcebook;
30.
undertakes that it (and any person acting on its behalf) will make
payment to the Bookrunner for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Bookrunner may in their sole
discretion determine and without liability to such Placee and it
will remain liable and will indemnify the Bookrunner on demand for
any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's Placing Shares on its
behalf;
31.
acknowledges that the Bookrunner, any of its affiliates, nor any
person acting on behalf of it or any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be treated for these purposes as a client of the
Bookrunner and nor that the Bookrunner has any duties or
responsibilities to it for providing the protections afforded to
their clients or customers or for providing advice in relation to
the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of their rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
32.
undertakes that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. Neither the Bookrunner, nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of
such Placee agrees to participate in the Placing and it agrees to
indemnify the Company and the Bookrunner in respect of the same on
the basis that the Placing Shares will be held by the Bookrunner
who will hold them, in certificated form, as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
33. the
exercise by the Bookrunner of any right or discretion under the
Placing Agreement shall be within the absolute discretion of the
Bookrunner and the Bookrunner need not have any reference to the
Placee and shall have no liability to the Placee whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the
Bookrunner, the Company or any of their respective affiliates under
the Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended) or otherwise;
34.
acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreement shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter (including non-contractual matters)
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or the Bookrunner in any jurisdiction in
which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
35.
acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
36. agrees
that the Company, the Bookrunner and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Bookrunner on their own behalf and on behalf
of the Company and are irrevocable and are irrevocably authorised
to produce this Announcement or a copy thereof to any interested
party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby;
37. agrees
to indemnify on an after-tax basis and hold the Company, the
Bookrunner and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
38.
acknowledges that no action has been or will be taken by any of the
Company, the Bookrunner or any person acting on behalf of the
Company or the Bookrunner that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
39.
acknowledges that it is an institution that has knowledge and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges
that it is experienced in investing in securities of this nature
and in this sector and is aware that it may be required to bear,
and it, and any accounts for which it may be acting, are able to
bear, the economic risk of, and is able to sustain, a complete loss
in connection with the Placing. It has relied upon its own
examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Placing, including the
merits and risks involved;
40.
acknowledges that its commitment to subscribe for Placing Shares on
the terms set out herein and in the trade confirmation or contract
note will continue notwithstanding any amendment that may in future
be made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's conduct of the Placing;
41.
acknowledges that the Bookrunner, or any of its affiliates acting
as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for their
own account such shares and may offer or sell such shares other
than in connection with the Placing;
42.
represents and warrants that, if it is a pension fund or investment
company, its purchase of Placing Shares is in full compliance with
all applicable laws and regulation; and
43. to the
fullest extent permitted by law, it acknowledges and agrees to the
disclaimers contained in the Announcement including these
Appendices.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Bookrunner
and the Company and are irrevocable and shall not be capable of
termination in any circumstances.
The agreement to settle a Placee's subscription
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares
are not being subscribed for in connection with arrangements to
issue depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Bookrunner will be responsible,
and the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Bookrunner in the event that any of
the Company or the Bookrunner has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Bookrunner
accordingly.
In addition, Placees should note that they will be
liable for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them
to subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the
Placee, acknowledges that the Bookrunner does not owe any fiduciary
or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
When a Placee or person acting on behalf of the
Placee is dealing with the Bookrunner, any money held in an account
with the Bookrunner on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the
Bookrunner's money in accordance with the client money rules and
will be used by the Bookrunner in the course of its own business
and the Placee will rank only as a general creditor of the
Bookrunner.
All times and dates in this Announcement may be
subject to amendment. The Bookrunner shall notify the Placees
and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance
and persons needing advice should consult an independent financial
adviser.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this
Announcement unless the context requires otherwise:
"Admission"
means the First Admission and/or the Second Admission (if
applicable);
"ADS" means
an American depositary share representing two Ordinary Shares;
"AIM" means
the AIM market operated by the London Stock Exchange;
"AIM Rules"
means the AIM Rules for Companies and the AIM Rules for Nominated
Advisers, together;
"AIM Rules for
Companies" means the AIM Rules for Companies as issued by
the London Stock Exchange, from time to time;
"AIM Rules for
Nominated Advisers" means the AIM Rules for Nominated
Advisers as issued by the London Stock Exchange, from time to
time;
"Announcement"
means this announcement (including the appendices to this
announcement);
"Appendices"
means the appendices to this announcement;
"Articles"
means the articles of association of the Company in force at the
date of this Agreement;
"Board of
Directors" means the board of directors of the Company;
"Bookbuild"
means the accelerated bookbuilding process to be conducted by the
Bookrunner in relation to the Placing;
"Bookrunner"
means the nominated adviser of the Company, in its role as
Bookrunner for the Company;
"COB
Rules" means the rules set out in the conduct of
business sourcebook of the FCA Handbook;
"Company" or
"Renalytix" means Renalytix
plc, registered in England and Wales with number 11257655, whose
registered office is at Finsgate, 5-7 Cranwood Street, London, EC1V
9EE, United Kingdom;
"DTRs" means
the Disclosure Guidance and Transparency Rules sourcebook published
by the FCA from time to time;
"EEA" means
the European Economic Area;
"EU
Prospectus Regulation"
means Regulation (EU) 2017/1129;
"FCA" means
the Financial Conduct Authority;
"FCA
Handbook" means the handbook of rules and guidance of the
FCA made pursuant to FSMA;
"First
Admission" means the admission of the First Tranche Placing
Shares to trading on AIM becoming effective in accordance with the
AIM Rules;
"First
Closing" means completion of the allotment and issue of the
First Tranche Placing Shares;
"First Resale
Registration Statement" means a registration statement on
Form S-3 (or such other form as is then available to the Company)
registering the resale of the First Tranche Placing Shares;
"First Tranche
Placing Shares" means 19,986,031 Placing Shares;
"FSMA" means
the UK Financial Services and Markets Act 2000, as amended;
"General
Meeting" means a general meeting of the Shareholders of the
Company, to be convened by the Company after the date of this
Announcement;
"Group" means
the Company and its subsidiary undertakings from time to time and
as at the date of this Agreement;
"London Stock
Exchange" or "LSE"
means London Stock Exchange plc;
"Long Stop
Date" means 30 June 2024;
"MAR" means
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, and from 1 January 2021
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018;
"Market
Rules" means any law, regulation or stock or financial
market rule, or policy statement, ruling, order or other regulatory
instrument of any securities regulatory authority in the UK, the US
or any other jurisdiction in which the Placing Shares are offered
or sold, applicable to the Company or its Ordinary Shares and/or
ADSs, including, without limitation, the AIM Rules, the rules and
regulations of the LSE, MAR, the DTRs, the US Securities Act and
the US Exchange Act;
"Material Adverse
Change" means a circumstance that (i) would reasonably be
expected to have a material adverse effect on the performance of
the Placing Agreement or the consummation of any of the
transactions contemplated hereby or (ii) would reasonably be
expected to have a material adverse effect on the condition
(financial or otherwise), results of operations, business,
prospects, management, shareholders' equity or properties of the
Group taken as a whole;
"MiFID II"
means the EU Directive 2014/65/EU on markets in financial
instruments, as amended;
"MiFID II Product
Governance Requirements" means the product governance
requirements contained within: (a) MiFID II; (b) Articles 9 and 10
of Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures;
"Nasdaq"
means The Nasdaq Global Market;
"Non-US Investor
Letter" means the letter in the form provided by the
Bookrunner or its affiliates for Non-US Placees;
"Non-US
Placee" means Placees other than US Placees;
"Order" means
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended);
"Ordinary
Shares" means the ordinary shares of nominal value £0.0025
each in the capital of the Company;
"Placees"
means persons to be procured by the Bookrunner who agree to
subscribe for Placing Shares;
"Placing"
means the placing of the Placing Shares by the Bookrunner pursuant
to the Placing Agreement;
"Placing
Agreement" means the placing agreement dated the date of
this Announcement between the Company and the Bookrunner in respect
of the Placing;
"Placing
Price" means 20 pence per Placing Share;
"Placing
Shares" means the new Ordinary Shares proposed to be
allotted and issued by the Company as set out in the Placing Term
Sheet fully paid up pursuant to the Placing in accordance with the
terms of the Placing Agreement following the Bookbuild, including,
for the avoidance of doubt, both the First Tranche Placing Shares
and the Second Tranche Placing Shares;
"Placing Term
Sheet" means the term sheet in relation to the Placing to be
entered into by the Company and the Bookrunner following the
Bookbuild;
"Prod Rules"
means the rules contained in the FCA's Product Intervention and
Product Governance Sourcebook;
"QIB" means
qualified institutional buyer as defined in Rule 144A under the
Securities Act;
"Qualified
Investors" means persons in member states of the EEA who are
qualified investors within the meaning of Article 2(E) of the EU
Prospectus Regulation;
"Regulation
S" means Regulation S promulgated under the Securities
Act;
"Regulatory
Information Service" means regulatory information service
that is on the list of approved regulatory information services
maintained by the FCA;
"Relevant
Persons" means persons whose ordinary activities involve
them in acquiring, holding, managing and disposing of investments
(as principal or agent) for the purposes of their business and who
have professional experience in matters relating to investments and
are: (a) persons in member states of the EEA who are qualified
investors within the meaning of the EU Prospectus Regulation; (b)
in the United Kingdom, qualified investors within the meaning of
the UK Prospectus Regulation and who are persons who: (i)
have professional experience in matters relating to investments
falling within article 19(5) of the Order; (ii) are persons falling
within article 49(2)(a) to (d) of the Order; or (iii) are persons
to whom it may otherwise be lawfully communicated or (c) in the
United States, "qualified institutional buyers" within the meaning
of Rule 144A of the Securities Act;
"Restricted
Jurisdiction" means each and any of Australia, New Zealand,
Canada, the Republic of South Africa, Japan or any other
jurisdiction where the extension or the availability of the Placing
would breach any applicable law or regulation;
"Resolutions"
means the resolutions to be set out in the notice of General
Meeting convened by the Company, to authorise the issue of the
Second Tranche Placing Shares pursuant to the Placing;
"Rule 144A"
means Rule 144A under the Securities Act;
"Second
Admission" means the admission of the Second Tranche Placing
Shares to trading on AIM becoming effective in accordance with the
AIM Rules;
"Second
Closing" means completion of the allotment and issue of the
Second Tranche Placing Shares;
"Second Resale
Registration Statement" means a registration statement on
Form S-3 (or such other form as is then available to the Company)
registering the resale of the Second Tranche Placing Shares;
"Second Tranche
Placing Shares" means such number of Placing Shares equal to
the aggregate number of Placing Shares minus the First Tranche
Placing Shares;
"Securities
Act" means the US Securities Act of 1933, as amended;
"Shareholders" means holders of Ordinary
Shares from time to time;
"Supplementary
Placing Announcement" means any supplementary placing
announcement prepared in accordance with the provisions of the
Placing Agreement;
"Target Market
Assessment" means the product approval process, which has
determined that the New Ordinary Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II;
"UK MAR"
means EU Market Abuse Regulation (Regulation 596/2014/EU) as it
forms part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (as amended and supplemented
from time to time);
"UK Product
Governance Requirements" means the product governance
requirements contained in the Prod Rules;
"UK Prospectus
Regulation" means the EU Prospectus Regulation, as amended
by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, and
which forms part of domestic law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (as amended and
supplemented from time to time);
"United
Kingdom" or "UK"
means the United Kingdom of Great Britain and Northern Ireland;
"UK target market
assessment" means the product approval process, which has
determined that the Placing Shares are: (a) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook; and (b) eligible for distribution through all permitted
distribution channels;
"US Exchange
Act" means the United States Securities Exchange Act of
1934, as amended;
"US Investor
Letter" means the letter in the form provided by the
Bookrunner or its affiliates for Placees in the United States;
"US Placee"
means Placees who are "U.S. persons" as defined in Regulation S;
and
"United
States" or "US"
means the United States of America, its territories and
possessions, any state of the United States and the District of
Columbia.