TIDMFUM
RNS Number : 7350Y
Futura Medical PLC
14 May 2021
NEITHER THIS ANNOUNCEMENT (INCLUDING THE APPIX AND THE
INFORMATION CONTAINED IN IT) (THE "ANNOUNCEMENT"), NOR ANY COPY OF
IT, MAY BE TAKEN OR TRANSMITTED, PUBLISHED OR DISTRIBUTED, 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 TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT SECURITIES LAWS OF SUCH JURISDICTION (EACH, A "RESTRICTED
JURISDICTION").
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF FUTURA MEDICAL PLC. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT AND AT THE START OF THE APPIX.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF MARKET ABUSE REGULATION (REGULATION 596/2014) (AS
IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED) ("UK MAR").
14 May 2021
Futura Medical plc
("Futura" or "the Company")
Proposed Placing to raise GBP10 million
and Retail Offer
Futura (AIM: FUM), a pharmaceutical company developing a
portfolio of innovative products based on its proprietary,
transdermal Dermasys(R) drug delivery technology and focused on
sexual health and pain, is pleased to announce that it intends to
conduct a placing (the "Placing") of new ordinary shares of 0.2
pence each (the "Ordinary Shares") in the capital of the Company
(the "Placing Shares") at a price of 40 pence per Ordinary Share
(the "Issue Price") to raise GBP10 million before expenses. The
Placing will be implemented by way of an accelerated bookbuilding
process (the "Bookbuild") which will be launched immediately
following this Announcement.
In addition to the Placing, the Company intends to raise up to
GBP2 million by way of an offer made via PrimaryBid of new Ordinary
Shares (the "Retail Shares", together with the Placing Shares, the
"New Ordinary Shares") at the Issue Price (the "Retail Offer",
together with the Placing, the "Fundraising"), to provide retail
investors with an opportunity to participate in the equity
fundraising. A separate announcement will be made shortly regarding
the Retail Offer and its terms.
Highlights:
-- Intention to raise GBP10 million via a Placing, to be
conducted by way of an accelerated bookbuild to be launched with
immediate effect
-- The Issue Price represents a discount of approximately 20.6
per cent. to the closing share price of an Ordinary Share on 13 May
2021, the last practicable date prior to the date of this
Announcement
-- An additional Retail Offer of up to GBP2 million will be made
by the Company and a further announcement launching the Retail
Offer will be made shortly
-- The Retail Offer, via the PrimaryBid platform, will be open
to individual and institutional investors from 4:31 p.m. to not
later than 9:00 p.m. on Friday 14 May 2021
-- Liberum Capital Limited ("Liberum") is acting as sole
bookrunner in connection with the Placing
-- The Placing is not being underwritten
-- The Company intends to use the net proceeds of the Fundraising to fund:
i. the small confirmatory clinical study (FM71) required for FDA
regulatory submission for MED3000 as a DeNovo Medical Device;
ii. scale-up and manufacturing activities, enabling lower costs
for EU and other market launches;
iii. central activities relating to commercial out-licensing partner support; and
iv. general working capital purposes to support Futura's planned operations beyond US approval.
-- The Fundraising is conditional (amongst other things) upon
the passing of certain shareholder resolutions (the "Resolutions")
to be considered by the Company's shareholders ("Shareholders") at
a general meeting of the Company (the "General Meeting") to be
convened in due course for such purposes
-- The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with each other and with the
existing ordinary shares of the Company
Details of the Placing and Admission
The Placing is subject to the terms and conditions set out in
Appendix I to this Announcement. Liberum is acting as sole
bookrunner in relation to the Placing.
The timing of the closing of the Placing book, and allocations
under the Placing, are at the absolute discretion of Liberum and
the Company. The final number of New Ordinary Shares to be issued
in connection with the Fundraising will be agreed between Liberum
and the Company following completion of the Bookbuild. The result
of the Fundraising will be announced as soon as practicable after
the close of the Bookbuild.
As part of the Placing, the Company is seeking to raise funds by
the issue of some of the Placing Shares to Venture Capital Trusts
("VCTs") (the "VCT Placing Shares"). The VCT Placing Shares are
intended to rank as "eligible shares" for VCT investors and a
"qualifying holding" for the purpose of an investment by VCTs,
pursuant to the relevant sections of the Income Tax Act 2007 ("ITA
2007"). The Company has obtained a written opinion for its own use
from specialist tax advisers confirming that the Company would,
subject to the relevant limits on such issuances, be regarded as a
qualifying company for VCT purposes, and that the VCT Placing
Shares should be regarded as "eligible shares" under the relevant
sections of the ITA 2007. Neither the Company nor its directors
give any warranties or undertakings that (a) any investment by a
VCT will be regarded as a qualifying holding or (b) will continue
to be regarded as a qualifying holding. If for example the Company
carries on activities beyond those disclosed to Her Majesty's
Revenue and Customs, then any investment by a VCT may cease to be
regarded as a qualifying holding. Placees must take their own
advice in respect of any available VCT reliefs and rely on such
advice.
Application will be made to the London Stock Exchange for the
admission of the New Ordinary Shares to trading on AIM
("Admission"). Subject to the satisfaction of the conditions set
out in the placing agreement entered into between the Company and
Liberum in connection with the Placing (the "Placing Agreement"),
it is currently expected that Admission will occur, and that
dealings in the New Ordinary Shares will commence at 8:00 a.m. on 3
June 2021.
The Placing is not being underwritten by Liberum or any other
person.
The Placing is conditional, inter alia, upon (a) Admission
becoming effective by no later than 8:00 a.m. on 3 June 2021 (or
such later time and/or date as the Company and Liberum may agree,
being not later than 8:00 a.m. on 17 June 2021); (b) the approval
by Shareholders at the General Meeting of the Resolutions; and (c)
the Placing Agreement becoming unconditional, and not being
terminated in accordance with its terms, prior to Admission.
Background to and reasons for the Fundraising
Futura is a pharmaceutical company developing a portfolio of
innovative products based on its proprietary, transdermal
DermaSys(R) technology. Each DermaSys(R) formulation is separately
patented and specifically tailored for the selected indication and
application, as well as being optimised for clinical efficacy,
safety, administration and patient convenience. The products are
developed for the prescription and consumer healthcare markets as
appropriate. Current therapeutic areas are sexual health, including
erectile dysfunction ("ED"), and pain relief. Development and
commercialisation strategies are designed to maximise product
differentiation and value creation whilst minimising risk. MED3000
is Futura's topical gel formulation that is a breakthrough
treatment for erectile dysfunction through a unique evaporative
mode of action.
MED3000 - Medical device regulatory pathway
Regulatory procedures, timelines and approaches for MED3000
differ by region.
Europe: The Company announced on 29th April 2021 that European
approval for MED3000 had been granted and the Company has now
received its MDR EU Quality Management Certificate for the placing
on the market of a Class II(b) medical device known as MED3000 ("CE
Mark approval") for the treatment of adult male ED.
USA: Productive and positive pre-submission meetings were held
during 2020 and early 2021 to discuss existing FM57 Phase 3
clinical data, the pathway to over-the-counter sales at retail
outlets (OTC1 status) and any additional clinical and non-clinical
requirements.
US confirmatory clinical study, FM71
The FDA has confirmed that an application may be made for
MED3000 as a medical device for ED treatment, with a De Novo
Classification. The FDA requires an additional six month
confirmatory clinical study, known as "FM71", with MED3000 taking a
"least burdensome approach" with detailed study design now agreed.
A short, non-clinical, Human Factors Study, testing the ability to
self-diagnose ED, ease of patient understanding of an OTC label,
product administration and use is also requested to support the
regulatory submission and facilitate OTC status as well as a
finalised OTC product label.
FM71 will be of a six month duration (24 weeks) versus a
three-month duration for FM57 to reassure the FDA that efficacy
does not diminish over a longer period of time, although it is
Futura's belief that this is unlikely, as in the FM57 study
efficacy improved from the first to third month of patient use.
Approximately 100 patients in total will be recruited including
a mix of mild, moderate and severe ED sufferers. The recruited
patient population will include 20 African American patients (from
a leading US medical centre) and 80 patients recruited from Eastern
Europe where sites include some of the same centres used in the
FM57 trial. No placebo is required hence the study is relatively
small in size compared to FM57 where the Company recruited in
excess of 1,000 patients. The primary endpoints are a significant
change from baseline and exceeding a minimal clinically important
difference calculated using the Rosen et al statistical method, a
standard assessment technique for measuring Patient Reported
Outcomes. Both endpoints were previously met for MED3000 over the
12-week duration of study FM57. Additional statistical study design
has been agreed to support a fast speed of onset claim of 5, 10 or
15 minutes (60% of patients noticed an erection within 10 minutes
in FM57).
A Tadalafil 5mg (the active in Cialis(R)) comparator arm is
included for informational purposes only to assess relative safety,
speed of onset and overall efficacy; non-inferiority of MED3000
against Tadalafil is not required to be shown. This will more
accurately enable the FDA to determine the relative benefit/risk
ratio of MED3000 versus a commercially available comparator. The
study is expected to cost in the region of GBP3 million.
MED3000 commercialisation plans
As regulatory processes continue, Futura has been working with
its specialised corporate advisers on active commercial discussions
with potential licensing and marketing partners in line with an
agreed process being managed by the advisers.
As part of this process, in early March 2021 the Company
announced an investment and joint collaboration with Co-High
Investment Management and certain subsidiaries of Atlantis Group to
commercialise MED3000 in China and South East Asia.
Futura is making steady progress on commercial discussions for
MED3000 marketing rights in multiple other regions. A number of
interested parties have made submissions at the non-binding offer
stage with further offers expected, although there can be no
guarantee of deal completion at this stage. Futura is committed to
prioritising commercial deals that will deliver long term and
sustainable value to the Company, allowing a long-lasting growth
franchise to be built around the pipeline of DermaSys(R) formulated
products and in particular MED3000.
Intellectual property and patent protection
An initial UK patent was filed in December 2019 around MED3000's
clinically significant and novel findings shown in FM57. This was
supplemented with a further UK patent filing in August 2020
following a complete analysis of all of the data sets provided by
FM57 and a head-to-toe strategic review conducted by independent
pharmaceutical patent specialists retained by Futura. An initial
examination report conducted by the UK patent office, requested at
the time of the first UK filing by the Company, supports the
patentability of the application, which is an important first step
in the patent approval process. In October 2020, further patent
filings were made and in particular a Patent Cooperation Treaty
("PCT") application was made, taking priority from the two earlier
UK applications. The PCT currently has 153 contracting countries
where the Company can seek patent protection claiming priority from
an original application made in any one of the countries that are
signatories to the PCT, such as the UK. Before Q2 2022 national
applications will need to be made and the Company, in consultation
with its commercial partners, will decide those countries in which
to file applications and are considered necessary to protect the
commercial interests of MED3000. If national applications are
successful, this will provide patent protection until 2040.
Use of proceeds of the Fundraising
The net proceeds of the Fundraising, along with the Company's
existing cash resources, are intended to be used to fund working
capital to allow the Company to pursue US approval for MED3000, to
fund the US clinical study and to conclude commercial deals to
launch MED3000 across the EU and other regions where the CE Mark is
recognised.
The Company's cash balance totalled approximately GBP1.9 million
as at 30 April 2021. In addition to existing cash, the net proceeds
of the Fundraising are expected to fund:
i. the small confirmatory clinical study (FM71) required for FDA
regulatory submission for MED3000 as a DeNovo Medical Device;
ii. scale-up and manufacturing activities, enabling lower costs for EU & other market launches;
iii. central activities relating to commercial out-licensing partner support; and
iv. general working capital purposes to support Futura's planned
operations beyond the expected timing of US approval.
The Board believes that outside of FM71 study costs, assuming a
successful outcome to FM71, no further significant clinical costs
will be required in relation to US approval based on the positive
discussions with the FDA during 2020 and 2021.
Expected Timetable of Principal Events
Launch of the Fundraising 4:30 p.m. on 14 May 2021
Retail Offer open from 4:31 p.m. on 14 May 2021
Retail Offer closed at or before 9:00 p.m. on 14 May 2021
Announcement of the result of the Fundraising 17 May 2021
Publication and posting of the Circular 17 May 2021
and Notice of General Meeting
Deadline for CREST proxy appointment 10:00 a.m. on 31 May 2021
Deadline for return of completed hard copy 10:00 a.m. on 31 May 2021
form of proxy or casting of proxy vote
online
General Meeting 10:00 a.m. on 2 June 2021
Results of the General Meeting announced 2 June 2021
Admission of New Ordinary Shares to trading 8:00 a.m. on 3 June 2021
on AIM and commencement of dealings
CREST accounts to be credited for New Ordinary 8:00 a.m. on 3 June 2021
Shares to be held in uncertificated form
Dispatch of definitive share certificates by 10 June 2021
for New Ordinary Shares to be held in certificated
form
All references to time in this Announcement are to London time,
unless otherwise stated.
If any of the details contained in the timetable above should
change, the revised time and dates will be notified to Shareholders
by means of a regulatory information service. All events listed in
the above timetable following the General Meeting are conditional
on the passing of the Resolutions at the General Meeting and assume
that the General Meeting is not adjourned.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Liberum, acting
as an agent for the Company, has conditionally agreed to use its
reasonable endeavours to place the Placing Shares, subject to
certain customary conditions.
The Placing Agreement contains warranties from the Company in
favour of Liberum in relation to, inter alia, matters relating to
the Group and its business. In addition, the Company has agreed to
indemnify Liberum in relation to certain liabilities they may incur
in respect of the Placing. Liberum has the right to terminate the
Placing Agreement in certain circumstances prior to Admission
including, inter alia, in the event: that any of the warranties
given to Liberum in the Placing Agreement are breached or are, or
become, untrue, inaccurate or misleading; of the failure of the
Company to comply in any material respect with its obligations
under the Placing Agreement; of the occurrence of a material
adverse change affecting the condition, the earnings or business
affairs or prospects of the Company or its group; of the occurrence
of an event of force majeure; or that any statement contained in
certain announcements or documents published by the Company or on
its behalf in relation to the Placing is or has become untrue,
inaccurate or misleading.
General
The Appendix to this Announcement (which forms part of this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Investors who
have chosen to participate in the Placing, by making an oral,
electronic or written offer to acquire Placing Shares, will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Market soundings, as defined in UK MAR, were taken in respect of
the Placing with the result that certain persons became aware of
inside information, as permitted by UK MAR. That inside information
is set out in this Announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of UK MAR.
Therefore, those persons who received information in a market
sounding are no longer in possession of such inside information
relating to the Company and its securities.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Angela Hildreth, Finance
Director/Chief Operating Officer of the Company.
For further information please contact:
Futura Medical plc
James Barder, Chief Executive
Angela Hildreth, Finance Director and COO
Email: investor.relations@futuramedical.com
Tel: +44 (0) 1483 685 670
www.futuramedical.com
Nominated Adviser and Sole Broker:
Liberum
Richard Lindley/ Euan Brown/ Kane Collings
Tel: +44 (0) 20 3100 2000
For media enquiries please contact:
Optimum Strategic Communications
Mary Clark/ Eva Haas/ Hollie Vile
Email: futuramedical@optimumcomms.com
Tel: +44 (0) 20 3922 0900
About Futura Medical plc
Futura Medical plc (AIM: FUM), is a pharmaceutical company
developing a portfolio of innovative products based on its
proprietary, transdermal DermaSys(R) technology. Each DermaSys(R)
formulation is separately patented and specifically tailored for
the selected indication and application, as well as being optimised
for clinical efficacy, safety, administration and patient
convenience. The products are developed for the prescription and
consumer healthcare markets as appropriate. Current therapeutic
areas are sexual health, including erectile dysfunction, and pain
relief. Development and commercialisation strategies are designed
to maximise product differentiation and value creation whilst
minimising risk.
MED3000 is Futura's topical gel formulation that is a
breakthrough treatment for erectile dysfunction (ED) through a
unique evaporative mode of action. Futura has conducted a Phase 3
study using MED3000 in ED, referred to as "FM57". This was a 1,000
patient, dose-ranging, multi-centre, randomised, double blind,
placebo-controlled, home use, parallel group study delivering
highly statistically significant results compared to pre-treatment
baseline, consistently meeting all co-primary endpoints of IIEF,
SEP2 and SEP3 (internationally accepted clinical trial endpoints in
ED) with over 60% of patients experiencing a clinically meaningful
improvement in their ED. MED3000 also begins to work immediately in
some patients, with 60% of patients seeing onset of their erection
within 10 minutes of application. MED3000 is CE marked in Europe
and the UK as a clinically proven topical treatment for adult men
with erectile dysfunction.
Futura is based in Guildford, Surrey, and its shares trade on
the AIM market of the London Stock Exchange.
www.futuramedical.com
IMPORTANT NOTICES
Neither this Announcement (including the Appendix and the
information contained in it), nor any copy of it, may be taken or
transmitted, published or distributed, 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 to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction (each, a "Restricted
Jurisdiction"). This Announcement is for information purposes only
and neither it, nor the information contained in it, shall
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
Futura Medical PLC (the "Company") in the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable 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.
No action has been taken by the Company, Liberum or any of their
respective directors, officers, partners, agents, employees,
affiliates, advisors, consultants or, in the case of Liberum,
persons connected with them as defined in the Financial Services
and Markets Act 2000, as amended ("FSMA") (together, "Affiliates")
that would permit an offer of the New Ordinary Shares or possession
or distribution of this Announcement or any other publicity
material relating to the Fundraising in any jurisdiction where
action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe
any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the Financial Conduct
Authority ("FCA") or the London Stock Exchange.
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation").
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by Liberum, or by any of its Affiliates as to, or in
relation to, the accuracy, fairness or completeness of the
information or opinions contained in this Announcement or any other
written or oral information made available to or publicly available
to any interested person or its advisers, and any liability
therefore is expressly disclaimed. The information in this
Announcement is subject to change.
None of the information in this Announcement has been
independently verified or approved by Liberum or any of its
Affiliates. Save for any responsibilities or liabilities, if any,
imposed on Liberum by FSMA or by the regulatory regime established
under it, no responsibility or liability whatsoever whether arising
in tort, contract or otherwise, is accepted by Liberum or any of
its Affiliates whatsoever for the contents of the information
contained in this Announcement (including, but not limited to, any
errors, omissions or inaccuracies in the information or any
opinions) or for any other statement made or purported to be made
by or on behalf of Liberum or any of its Affiliates in connection
with the Company, the New Ordinary Shares or the Fundraising or for
any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from
any acts or omissions of the Company in relation to the
Fundraising. Liberum and its Affiliates accordingly disclaim all
and any responsibility and liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by Liberum or any of its Affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA and is a member of the London Stock Exchange, is acting
exclusively for the Company in connection with the Placing. Liberum
is not acting for the Company in relation to the Retail Offer nor
is it acting for any other person in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Liberum or for giving advice in relation to
the matters referred to in this Announcement.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements may use words
such as "aim", "anticipate", "believe", "could", "may", "intend",
"estimate", "expect" and words of similar meaning. By their nature,
all forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and the ability to access capital and
credit, a decline in the Company's credit rating, the effect of
operational risks and the loss of key personnel. As a result, the
actual results of operations, financial condition and performance
of the Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. These
statements are not guarantees of future performance and, given the
risks and uncertainties, prospective investors are cautioned not to
place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company, Liberum and their
respective Affiliates undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Liberum. This Announcement is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities. Recipients of
this Announcement who are considering acquiring Placing Shares
pursuant to the Placing are reminded that they should conduct their
own investigation, evaluation and analysis of the business, data
and property described in this Announcement. Any indication in this
Announcement of the price at which the Company's shares have been
bought or sold in the past cannot be relied upon as a guide to
future performance. The price and value of securities can go down
as well as up.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
In connection with the Placing, Liberum and any of its
Affiliates, acting as investors for their own account, may take up
a portion of the Placing Shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for the own accounts or otherwise deal for their own account
in such Placing Shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, Liberum and any
of its Affiliates acting in such capacity. In addition, Liberum and
any of its Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for difference) with
investors in connection with which Liberum and any of its
Affiliates may from time to time acquire, hold or dispose of
shares. Liberum does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. Persons participating in the Placing, by
making an oral or written offer to subscribe for Placing Shares,
will be deemed to have read and understood this Announcement in its
entirety and to be making such offer to acquire Placing Shares on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) 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 clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties, each as defined
in chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by Directive 2014/65/EU (the
"UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, WG Partners
and Liberum will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
COBS; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail clients 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 (the
"EU Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, Liberum will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS 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,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY LIBERUM CAPITAL LIMITED
("LIBERUM"), "QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS
ANNOUNCEMENT, REFERRED TO AS "EEA QUALIFIED INVESTORS") WITHIN THE
MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION (EU) 2017/1129 AS AMED AND/OR SUPPLEMENTED FROM
TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY
MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY LIBERUM,
"QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS ANNOUNCEMENT
REFERRED TO AS "UK QUALIFIED INVESTORS") WITHIN THE MEANING OF
ARTICLE 2(E) OF THE PROSPECTUS REGULATION, WHICH FORMS PART OF
RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO
ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) OTHERWISE,
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE THEM (ALL
SUCH PERSONS IN (A), (B) AND (C), 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. EACH RECIPIENT IS DEEMED TO CONFIRM,
REPRESENT AND WARRANT TO FUTURA MEDICAL PLC (THE "COMPANY") THAT
THEY ARE A RELEVANT PERSON. 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 INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND
LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A
SOLICITATION OF AN OFFER OR INVITATION TO BUY OR SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION INCLUDING,
WITHOUT LIMITATION, THE RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE
UNLAWFUL. NO COPY OR PART OF THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED IN IT MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, TO PERSONS IN A RESTRICTED JURISDICTION UNLESS
PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR
REGULATION IN ANY SUCH JURISDICTION.
PERSONS DISTRIBUTING ANY PART OF THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING, WITHOUT
LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER
LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK
APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND
LIBERUM TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH
RESTRICTIONS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER 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, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE. THE PLACING SHARES ARE BEING OFFERED AND SOLD
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS", AS DEFINED
IN, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT.
PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES
AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE
TRANSMIT IT OR ANY PART OF IT IN OR INTO 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 AUSTRALIA, CANADA, JAPAN, NEW ZEALAND 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 AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, LIBERUM, OR ANY OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, AGENTS, EMPLOYEES,
AFFILIATES, ADVISORS, CONSULTANTS OR, IN THE CASE OF LIBERUM,
PERSONS CONNECTED WITH IT AS DEFINED IN THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED ("FSMA") (TOGETHER, "AFFILIATES") THAT
WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER PUBLICITY MATERIAL
RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION
FOR THAT PURPOSE IS REQUIRED.
ANY INDICATION IN THIS ANNOUNCEMENT OF THE PRICE AT WHICH THE
COMPANY'S SHARES HAVE BEEN BOUGHT OR SOLD IN THE PAST CANNOT BE
RELIED UPON AS A GUIDE TO FUTURE PERFORMANCE. THE PRICE AND VALUE
OF SECURITIES CAN GO DOWN AS WELL AS UP. PERSONS NEEDING ADVICE
SHOULD CONSULT AN INDEPENT FINANCIAL ADVISER.
NO STATEMENT IN THIS ANNOUNCEMENT IS INTED TO BE A PROFIT
FORECAST AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE
INTERPRETED TO MEAN THAT EARNINGS PER SHARE OF THE COMPANY FOR THE
CURRENT OR FUTURE FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED
THE HISTORICAL PUBLISHED EARNINGS PER SHARE OF THE COMPANY.
THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS
LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER OR
PROSPECTIVE INVESTOR SHOULD CONSULT WITH HIS OR HER OR ITS OWN
LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL ADVISER OR TAX ADVISER
FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.
LIBERUM, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM
BY THE FCA, IS ACTING SOLELY FOR THE COMPANY AND NO-ONE ELSE IN
CONNECTION WITH THE PLACING AND THE TRANSACTIONS AND ARRANGEMENTS
DESCRIBED IN THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER PERSON
(WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS A CLIENT IN
RELATION TO THE PLACING OR THE TRANSACTIONS AND ARRANGEMENTS
DESCRIBED IN THIS ANNOUNCEMENT. LIBERUM IS NOT RESPONSIBLE TO
ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF LIBERUM OR FOR PROVIDING ADVICE IN
CONNECTION WITH THE CONTENTS OF THIS ANNOUNCEMENT, THE PLACING OR
THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED HEREIN.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. RECIPIENTS
OF THIS ANNOUNCEMENT SHOULD EXERCISE CAUTION IN RELATION TO THE
PLACING IF THEY ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS
ANNOUNCEMENT AND SEEK INDEPENT PROFESSIONAL ADVICE.
BY PARTICIPATING IN THE PLACING, EACH PLACEE IS DEEMED TO HAVE
READ AND UNDERSTOOD THIS ANNOUNCEMENT IN ITS ENTIRETY AND TO BE
MAKING SUCH OFFER TO ACQUIRE PLACING SHARES ON THE TERMS AND
SUBJECT TO THE CONDITIONS SET OUT IN THIS ANNOUNCEMENT AND TO BE
PROVIDING THE REPRESENTATIONS, WARRANTIES, UNDERTAKINGS, AGREEMENTS
AND ACKNOWLEDGEMENTS CONTAINED IN THIS APPIX.
Definitions
For the purposes of this Announcement, the following definitions
apply unless the context otherwise requires :
"AIM" means the AIM Market operated by the London Stock
Exchange.
"Bookbuild" means the accelerated bookbuilding process in
relation to the Placing.
"certificated form" or "in certificated form" means an Ordinary
Share recorded on a company's share register as being held in
certificated form (namely, not in CREST).
"Company" means Futura Medical plc, a company incorporated and
registered in England and Wales with registered number
04206001.
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the operator (as
defined in those regulations).
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (S.I. 2001 No. 3755).
"Euroclear" means Euroclear UK & Ireland Limited, the
operator of CREST.
"Fundraising" means the Placing and the Retail Offer.
"General Placing Shares" means the new Ordinary shares proposed
to be issued by the Company pursuant to the Placing which are not
VCT Placing Shares.
"London Stock Exchange" means London Stock Exchange plc.
"New Ordinary Shares" means the Placing Shares and the Retail
Shares proposed to be issued by the Company in connection with the
Fundraising.
"Ordinary Shares" means the ordinary shares of 0.2 pence each in
the capital of the Company.
"Placing" means the conditional placing of the Placing Shares by
Liberum, as agent on behalf of the Company, pursuant to the Placing
Agreement.
"Placing Agreement" means the conditional agreement dated 14 May
2021 and made between the Company and Liberum in relation to the
Placing.
"Placing Shares" means the VCT Placing Shares and the General
Placing Shares.
"Retail Offer" means the offer by the Company of the Retail
Shares through the PrimaryBid platform.
"Retail Shares" means the new Ordinary Shares proposed to be
issued by the Company pursuant to the Retail Offer.
"uncertificated" or "in uncertificated form" means an Ordinary
Share recorded on the Company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST.
"VCT" means a company which is approved as a venture capital
trust under section 258 Income Tax Act 2007.
"VCT Placing Shares" means Placing Shares which are intended to
form part of the relevant Placee's "qualifying holding" (within the
meaning of section 286 Income Tax Act 2007).
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Liberum. Pursuant to the Placing Agreement, Liberum have, subject
to the terms set out in such agreement, agreed to use their
reasonable endeavours, as agents of the Company, to procure Placees
for the Placing Shares. Liberum will today commence the Bookbuild
to determine demand for participation in the Placing by Placees.
This Appendix gives details of the terms and conditions of, and the
mechanics for participation in, the Placing. The Placing is not
being underwritten (in whole or in part) by Liberum or any other
person.
The New Ordinary Shares (including the Placing Shares) will,
when issued, be subject to the articles of association of the
Company, be credited as fully paid and rank pari passu in all
respects with each other and with the existing issued Ordinary
Shares in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the date of issue of
the New Ordinary Shares. The New Ordinary Shares will be issued
free of any encumbrance, lien or other security interest.
Application for Admission and Dealings
An application has been made for the New Ordinary Shares to be
admitted to trading on AIM (the "Application" and "Admission").
Admission, and dealings in the New Ordinary Shares, is expected
to occur at 8:00 a.m. on 3 June 2021 (or such later time and/or
date as the Company and Liberum may agree, being not later than
8:00 a.m. on 17 June 2021) (the "Admission Date").
Principal terms of the Placing
1 Liberum is acting as the sole bookrunner, broker and agent of
the Company in connection with the Placing on the terms and subject
to the conditions of the Placing Agreement.
2 Participation in the Bookbuild will only be available to
persons who may lawfully be, and are, invited by Liberum to
participate. Liberum and any of its Affiliates are entitled to
enter bids in the Bookbuild as principal.
3 The subscription price per Placing Share (the " Placing Price
") is a price of 40 pence and is payable to Liberum by all Placees.
No commissions will be paid to Placees or by the Placees in respect
of any Placing Shares.
4 The completion of the Bookbuild will be determined by Liberum
and the Company in their absolute discretion and the results of the
Placing shall then be announced on a Regulatory Information Service
as soon as is practicable following completion of the
Bookbuild.
5 To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Liberum. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe
for.
6 The Bookbuild is expected to close later today but may be
closed earlier or later at the absolute discretion of Liberum and
the Company. Liberum may, in agreement with the Company, accept
bids either in whole or in part that are received after the
Bookbuild has closed and allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after
time.
7 Each prospective Placee's allocation will be determined
together by Liberum and the Company, in their absolute discretion,
and will be confirmed orally or in writing by Liberum to such
Placees, and a form of confirmation will be dispatched thereafter
and the terms and conditions of this Appendix will be deemed
incorporated into the form of confirmation.
8 Liberum's oral and/or written confirmation (which may be by
email) to any person of an allocation of Placing Shares will give
rise to an immediate, separate, irrevocable and legally binding
commitment by that person (who at that point becomes a Placee), in
favour of Liberum and the Company, under which it agrees and is
obligated to (a) acquire the number of Placing Shares allocated to
it and (b) pay Liberum (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares allocated to it and that the Company has agreed to
allot and issue to that Placee, on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with Liberum's and the
Company's consent, such commitment will not be capable of variation
or revocation after the time at which it is submitted. The Company
will make a further announcement following the close of the
Bookbuild detailing the number of Placing Shares for which Placees
have been procured. Each Placee's obligation will be owed to the
Company and to Liberum.
9 Subject to paragraphs 4 and 5 above, Liberum and the Company
may choose to accept bids, either in whole or in part, on the basis
of allocations determined at their absolute discretion and may
scale down any bids for this purpose on such basis as they may
determine.
10 The Company reserves the right (upon agreement with Liberum)
to reduce or seek to increase the amount to be raised pursuant to
the Placing.
11 Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with Liberum's and
the Company's consent, will not be capable of variation or
revocation after the time at which it is submitted.
12 Except as required by law or regulation, no press release or
other announcement will be made by Liberum 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.
13 Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time 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 the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Rights to
terminate under the Placing Agreement".
15 By participating in the Bookbuild, 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 All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of the Placees of any changes.
17 To the fullest extent permissible by applicable law and
regulation, neither Liberum nor any of its Affiliates shall have
any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting
on behalf of a Placee or otherwise in respect of the Placing. In
particular, neither Liberum nor any of its Affiliates shall have
any liability (including, to the extent permissible by law, any
fiduciary duties) in respect of its conduct of the Placing or of
such alternative method of effecting the Placing as Liberum and the
Company may agree.
Conditions of the Placing
Liberum's obligations under the Placing Agreement in respect of
the Placing are, and the Placing is, conditional on, inter
alia:
1 the term sheet recording the details of the Placing
(including, inter alia, the number of Placing Shares to be placed)
having been executed by the Company and Liberum and the results of
the Fundraising having been published via a regulatory information
service by no later than 7:00 a.m. on 17 May 2021 (or such later
time and/or date as the Company and Liberum may agree);
2 the delivery by the Company to Liberum of certain customary
documentation in connection with the Fundraising and Admission;
3 the passing of certain shareholder resolutions, by the
Company's shareholders, in connection with the grant of the
requisite authorities under the Companies Act 2006 for the
allotment and issuance of the New Ordinary Shares (the "
Resolutions "), such Resolutions to be considered by the Company's
shareholders at a general meeting of the Company to be convened in
due course for such purposes;
4 the New Ordinary Shares having been allotted and issued by the
Company, subject only to Admission, at or before 8:00 a.m. on the
Admission Date;
5 Admission of the New Ordinary Shares taking place by no later
than 8:00 a.m. on the Admission Date;
6 the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations are required
to be performed prior to Admission; and
7 the Placing Agreement not having been terminated by Liberum,
in accordance with its terms, prior to Admission.
If (a) any of the conditions to the Placing Agreement are not
fulfilled (or, to the extent permitted under the Placing Agreement,
waived by Liberum) by the relevant time or date (if any) specified
in the Placing Agreement (or such later time or date as the Company
and Liberum may agree), or (b) the Placing Agreement is terminated
in the circumstances specified below, the Placing will lapse and
each Placee's rights and obligations hereunder shall cease and
terminate at such time and no claim may be made by or on behalf of
a Placee in respect thereof. Liberum may, at their absolute discre
ti on, waive, in whole or in part, the sa ti sfac ti on of any
condi ti on in connection with the Placing (other than, in respect
of any of the Placing Shares, the occurrence of Admission in
respect of those shares), by giving wri tt en no ti ce to the
Company. Liberum may also waive 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. Liberum may also agree
to extend the period for satisfaction of the conditions by giving
notice to the Company, save that the period for satisfaction of any
condition shall not be extended beyond 8:00 a.m. on 17 June 2021
.
Neither the Company, nor Liberum nor any of their respective
Affiliates shall have any liability to any Placees (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 in the Placing Agreement 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
Company and/or Liberum. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
Placees will have no rights against Liberum, the Company or any of
their respec ti ve Affiliates under the Placing Agreement pursuant
to the Contracts (Rights of Third Par ti es) Act 1999 (as amended)
or otherwise.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Rights to terminate under the
Placing Agreement" and will not be capable of rescission or
termination by the Placee.
Liberum's oral and/or written confirmation (which may be by
email) to any person of an allocation of Placing Shares will give
rise to an immediate, separate, irrevocable and legally binding
commitment by that person (who at that point becomes a Placee), in
favour of Liberum and the Company.
Rights to terminate under the Placing Agreement
Liberum may, at any time before Admission, terminate their
obligations under the Placing Agreement by giving notice to the
Company if, inter alia, in the opinion of Liberum (acting together
and in consultation):
1 any statement contained in this Announcement, or certain of
the other documents delivered in relation to the Placing, has
become untrue or inaccurate in any material respect or misleading
(or there is a material omission from any of such documents);
or
2 any of the warranties in the Placing Agreement was breached or
was untrue, inaccurate or misleading when made and/or that any of
such warranties have ceased to be true or accurate or has become
misleading; or
3 there are any facts or circumstances existing giving an
entitlement on the part of Liberum or its Affiliates to make a
claim under the indemnification provisions in the Placing
Agreement; or
4 the Company has not complied, or cannot comply with any of its
obligations under the Placing Agreement or certain other agreements
or documents relating to the Placing and/ or the Admissions; or
5 a material adverse change in respect of the Company or its group has occurred; or
6 any of various events of force majeure has occurred which
would in the opinion of Liberum, be likely to prejudice the success
of the Placing, dealings in the Ordinary Shares following Admission
or which makes it impractical or inadvisable to proceed with the
Placing in the manner contemplated in this Announcement; or
7 the Application for Admission of the Placing Shares is refused
by the London Stock Exchange.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares.
Upon termination, the Company and Liberum shall be released and
discharged (except for any liability arising before or in relation
to such termination) from their respective obligations under or
pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that the
exercise by Liberum of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Liberum (acting in good faith where required) and that Liberum
will not need to make any reference to the Placees in this regard
and that, to the fullest extent permitted by law, Liberum, the
Company and their respective Affiliates shall not have any
liability whatsoever to the Placees in connection with any such
exercise.
Lock-up
The Company has undertaken that it shall not between the date of
the Placing Agreement, and the date falling 180 days after
Admission, allot or issue any Ordinary Shares (or any other
interest therein or in respect thereof) or issue any options over
Ordinary Shares (or any securities exchangeable for, or convertible
into, or substantially similar to, Ordinary Shares) except in
respect of the issuance of the New Ordinary Shares and save, inter
alia, for (i) the grant of any options over, or issuance of, the
Company's Ordinary Shares in connection with the exercise of
options under the Company's employee incentive and share option
plans; (ii) in connection with the exercise of certain warrants
previously granted by the Company; or (iii) with the prior written
consent of Liberum.
No prospectus
No offering document or prospectus has been or will be prepared,
submitted or approved by the FCA, the London Stock Exchange or any
other authority in relation to the Fundraising and no such
prospectus is required to be published. Placees' commitments will
be made solely on the basis of the information contained in this
Announcement and the business and financial informa ti on that the
Company is required to publish in accordance with the Market Abuse
Regula ti on (EU) No.596/2014 ("MAR"), the retained UK law version
of MAR pursuant to the Market Abuse (Amendment) (EU Exit) Regula ti
ons 2019 (SI 2019/310) ("UK MAR") and the rules and prac ti ces of
the London Stock Exchange and or the FCA (collec ti vely the
"Exchange Informa ti on ") or has (or will have prior to Admission)
published via a regulatory information service ("Publicly Available
Informa ti on ") (save that in the case of Exchange Informa ti on
and Publicly Available Informa ti on, a Placee's right to rely on
that informa ti on is limited to the right that such Placee would
have as a ma tt er of law in the absence of this paragraph) .
Placees' commitments will also be subject to the further terms set
forth in the form of confirmation to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing,
acknowledges and 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 (a) the Exchange Information and/or Publicly Available
Information, (b) the amount of the relevant Placing participation
in the oral and/or written confirmation given to Placees and (c)
the trade confirmation referred to above), representation, warranty
or statement made by or on behalf of the Company, Liberum, their
respective Affiliates or any other person. None of Liberum, nor the
Company, nor their respective Affiliates 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
Liberum, the Company or any of their respective Affiliates.
Each Placee, by accepting a participation in the Placing, also
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
Liberum are making any undertaking, representation 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 or limit the liability of any person for fraud or
fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0033278473) will take place within the CREST system, subject to
certain exceptions. Settlement of the Placing Shares through CREST
is expected to occur on the Admission Date (expected to be 3 June
2021). Liberum reserves the right to require settlement for, and
delivery of, the Placing Shares to Placees by such other means that
they deem necessary, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a form of confirmation in accordance with the standing arrangements
in place with Liberum stating the number of Placing Shares
allocated to it, the Placing Price, the aggregate amount owed by
such Placee to Liberum and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions that it has in place
with Liberum.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on Liberum's receipt of payment in full
for such Placing Shares by the relevant time to be stated in the
form of confirmation referred to above, or by such later time and
date as Liberum and the Company may in their absolute discretion
determine, or otherwise in accordance with that confirmation's
terms.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations: (a) the Company may elect at its discretion to
be released from all obligations with respect to the issue of all
or any such Placing Shares to such Placee; and/or (b) Liberum may
sell (and is irrevocably authorised by such Placee to do so) all or
any Placing Shares on such Placee's behalf and then retain from the
proceeds, for the account and benefit of Liberum (i) any amount up
to the total amount due to it as, or in respect of, subscription
monies, or as interest on such monies, for any Placing Shares, (ii)
any amount required to cover any stamp duty or stamp duty reserve
tax (together with any interest or penalties) arising on the sale
of such Placing Shares on such Placee's behalf, and (iii) any
amount required to cover dealing costs and/or commissions
necessarily or reasonably incurred by it in respect of such sale;
and (c) such Placee shall remain liable to Liberum for the full
amount of any losses or shortfall and of any costs which they may
suffer or incur as a result of it (i) not receiving payment in full
for such Placing Shares by the required time, and/or (ii) the sale
of any such Placing Shares to any other person at whatever price
and on whatever terms actually obtained for such sale by or for it.
By communicating a bid for Placing Shares, each Placee confers on
Liberum all such authorities and powers necessary to carry out any
such sale under this paragraph and agrees to ratify and confirm all
actions which Liberum lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Liberum nor the Company shall
be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, warranties and further terms
By par ti cipa ti ng in the Placing, each Placee (and any person
ac ti ng on such Placee's behalf) will be deemed to make the
following representa ti ons, warran ti es, acknowledgements,
agreements and undertakings (as the case may be) to Liberum and the
Company, in each case as a fundamental term of its applica ti on
for Placing Shares, that:
1 it has read and understood this Announcement in its entirety
(including this Appendix) and acknowledges that its participation
in the Placing will be governed by the terms and conditions of the
Placing as referred to and included in this Announcement (including
this Appendix);
2 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;
3 in the case of a Relevant Person in a member state of the EEA
which is subject to the Prospectus Regulation (each a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is an EEA Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than EEA Qualified Investors or in circumstances in which the
prior consent of Liberum has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than EEA Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
4 in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Qualified Investor; and
(b) i n the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than UK Qualified Investors or in circumstances in which the prior
consent of Liberum has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
5 it is outside of the United States and is otherwise acquiring
the Placing Shares in an "offshore transaction" meeting the
requirements of Regulation S under the Securities Act;
6 it, and the person(s), if any, for whose account or benefit it
is subscribing for the Placing Shares, is not subscribing for
and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any
form of "general solicitation" or "general advertising" within the
meaning of Rule 502(c) under the Securities Act ;
7 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a national or resident of, or a corporation, partnership or other
entity organised under the laws of, or with an address in any
Restricted Jurisdiction, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of any
Restricted Jurisdiction and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
8 it is outside the United Kingdom, neither this Announcement
nor any other offering, marke ti ng or other material in connec ti
on with the Placing cons ti tutes an invita ti on, offer or promo
ti on to, or arrangement with, it or any person whom it is
procuring to subscribe for Placing Shares pursuant to the Placing
unless, in the relevant territory, such offer, invita ti on or
other course of conduct could lawfully be made to it or such person
and such materials could lawfully be provided to it or such person
and Placing Shares could lawfully be distributed to and subscribed
and held by it or such person without compliance with any
unfulfilled approval, registra ti on or other regulatory or legal
requirements;
9 if it indicates to Liberum that it wishes to subscribe for VCT
Placing Shares, confirms that:
(a) it is a VCT, subscribing for such VCT Placing Shares
pursuant to the Placing using VCT funds; and
(b) the date on which it raised funds was on or after 6 April 2012;
10 it acknowledges that neither the Company nor Liberum gives
any warranties or undertakings that:
(a) any investment by a VCT will be regarded as a qualifying holding; or
(b) will continue to be regarded as a qualifying holding;
11 it will not make any offer to the public of those Placing
Shares to be subscribed for and/or purchased by it for the purposes
of the Prospectus Regula ti on Rules made by the FCA pursuant to
Prospectus Regula ti on Rules (Amendment) Instrument 2020 (FCA
2020/73);
12 if in the United Kingdom, unless otherwise agreed by Liberum,
it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook (" COBS ") and it is purchasing Placing Shares for
investment only and not with a view to resale or distribu ti
on;
13 it has not distributed, and will not distribute, any
materials rela ti ng to the Placing Shares and it will be acquiring
the Placing Shares for its own account as principal or for a discre
ti onary account or accounts (with respect to which it has the
authority to make the statements set out in this Announcement) for
investment purposes only and it does not have any contract,
understanding or arrangement with any person to sell, pledge,
transfer or grant a par ti cipa ti on therein to such person or any
third person with respect of any Placing Shares; save that if it is
a private client stockbroker or fund manager it confirms that in
purchasing the Placing Shares it is ac ti ng under the terms of one
or more discre ti onary mandates granted to it by private clients
and it is not ac ti ng on an execu ti on only basis or under
specific instruc ti ons to purchase the Placing Shares for the
account of any third party;
14 acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and that it has
not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
15 the ordinary shares in the capital of the Company are
admitted to trading on AIM, and the Company is therefore required
to publish the Exchange Information, which includes a description
of the nature of the Company's business and the Company's financial
information, including balance sheets, income statements or similar
statements and that it is able to obtain or access the Exchange
Information and Publicly Available Information and that it has
reviewed such Exchange Information and Publicly Available
Information ;
16 in accepting its participation in the Placing, it is relying
solely on this Announcement, the Exchange Informa ti on and the
Publicly Available Informa ti on (save that in the case of Exchange
Informa ti on and Publicly Available Informa ti on, a Placee's
right to rely on that informa ti on is limited to the right that
such Placee would have as a ma tt er of law in the absence of this
paragraph) and not on any other information given, or
representation, warranty or statement made at any time, by any
person concerning the Company, the Placing Shares or the Placing.
Subject to paragraphs 19 and 19 below, it agrees that neither the
Company nor Liberum, nor any of their respective Affiliates nor
persons acting on their behalf will have any liability for any
other information, warranty or representation. It irrevocably and
unconditionally waives any rights it may have in respect of any
other information, warranty or representation;
17 it has made its own assessment of the Company, the Placing
Shares and the terms and conditions of the Placing and has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
18 neither Liberum nor any of its Affiliates nor any person
acting on their behalf has provided, and will not provide it with,
any material or information regarding the Placing Shares or the
Company; nor has it requested that Liberum nor any of its
Affiliates nor any person acting on their behalf provide it with
any such material or information; nor is it relying on any
investigation that Liberum, any of its Affiliates or any person
acting on their behalf may have conducted with respect to the
Placing Shares or the Company;
19 the content of this Announcement is exclusively the
responsibility of the Company and neither Liberum nor any of its
Affiliates nor any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in
this Announcement or any information previously published by or on
behalf of the Company and neither Liberum nor any of its Affiliates
nor any person acting on their behalf will 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;
20 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for Placing Shares. It further
represents and warrants that it is experienced in investing in
securities of this nature and is aware that it may be required to
bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It also
represents and warrants that it has had sufficient time to consider
and has conducted its own investigation with respect to the offer
and subscription for Placing Shares, including the tax, legal and
other economic considerations, and has relied upon its own
examination and due diligence of the Company and its affiliates
taken as a whole, and the terms of the Placing, including the
merits and risks involved;
21 it has not relied on any confidential price sensitive
information concerning the Company in making its investment
decision to participate in the Placing and is not purchasing the
Placing Shares on the basis of material non-public information or
inside information (as defined under UK MAR);
22 if it has received any confidential price sensitive
information (including inside information as defined under UK MAR)
about the Company in advance of the Placing, it warrants that it
has received such information within the market soundings regime
provided for in Article 11 of UK MAR and has not: (a) dealt in the
securities of the Company; (b) encouraged or required another
person to deal in the securities of the Company; or (c) disclosed
such information to any person, prior to the information being made
publicly available;
23 it is aware of its obligations regarding insider dealing,
including, without limitation, as contained within in the Criminal
Justice Act 1993 and UK MAR, and confirms that it has and will
continue to comply with those obligations;
24 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges, agrees and
undertakes that it will pay the total subscription amount in
accordance with the terms of this Announcement on the due time and
date set out herein, failing which the relevant Placing Shares may
be placed with other placees or sold at such price as Liberum and
the Company determine;
25 it has not relied on any information relating to the Company
contained in any research reports prepared by Liberum, its
Affiliates or any person acting on their behalf and understands
that (a) neither Liberum nor any of its Affiliates nor any person
acting on their behalf has or shall have any liability for public
information or any representation; (b) neither Liberum nor any of
its Affiliates, nor any person acting on their behalf, has or shall
have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of this Announcement or otherwise; and (c) neither Liberum nor any
of its Affiliates, nor any person acting on their behalf, makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of this Announcement or otherwise;
26 it (a) is entitled to acquire Placing Shares under the laws
and regulations of all relevant jurisdictions which apply to it;
(b) has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents and
authorities (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 including this Appendix) which may be required
thereunder and has complied with all necessary formalities; (c) has
all necessary capacity and authority and is entitled to commit to
participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations, and to make the
representations and agreements contained on this Appendix; (d) has
paid any issue, transfer or other taxes due in connection with its
participation in the Placing in any territory; (e) has not taken
any action which will or may result in the Company, or Liberum or
any of their Affiliates or any person acting on their behalf being
in breach of the legal and/or regulatory requirements of any
territory in connection with the Placing; and (f) if it is a
pension fund or investment company, is aware of and acknowledges
that it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
27 it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which it is permitted to do so pursuant to section 21 of FSMA
and it acknowledges and agrees that this Announcement has not been
approved by Liberum in their capacity as authorised persons under
section 21 of FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
28 it is aware of, has complied with and will comply with all
applicable laws with respect to anything done by it, or on its
behalf, in relation to the Placing Shares (including, without
limitation, all relevant provisions of FSMA and the Financial
Services Act 2012) in respect of anything done in, from or
otherwise involving the United Kingdom;
29 it is aware of and has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism
Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA (together,
the "Money Laundering Regulations") and, if it is 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 Money Laundering Regulations;
30 in order to ensure compliance with the Money Laundering
Regulations, Liberum or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Liberum or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Liberum's absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form, may be retained at Liberum's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity, Liberum (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, Liberum and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on subscription, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
31 its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it
is acting in concert, pursuant to Rule 9 of the City Code on
Takeovers and Mergers;
32 it (and any person acting on its behalf) will pay for the
Placing Shares acquired by it in accordance with this Announcement
on the due time and date set out in this Announcement or any form
of confirmation issued pursuant to this Announcement against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as Liberum
or the Company may, in their absolute discretion, determine and it
will remain liable for any shortfall of the net proceeds of such
sale below the Placing proceeds of such Placing Shares and may be
required to bear any costs, commissions, stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
33 neither Liberum, nor any of its Affiliates nor any person
acting on their behalf is making any recommendations to it or
advising it regarding the suitability or merits of any transaction
it may enter into in connection with the Placing, and that neither
Liberum, nor any of its Affiliates nor any person acting on their
behalf has any duties or responsibilities to it for providing
advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of Liberum's rights and obligations thereunder, including any right
to waive or vary any condition or exercise any termination right
contained therein;
34 it irrevocably appoints Liberum and any of its duly
authorised officers as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
35 any person who confirms to Liberum on behalf of a Placee an
agreement to subscribe for Placing Shares and/or who authorises
Liberum to notify the Placee's name to the Company's registrar, has
authority to do so on behalf of the Placee;
36 the agreement to settle each Placee's allocation of Placing
Shares (and/or the allocation of a person for whom it is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to an acquisition by it
and/or such person direct from the Company of the Placing Shares in
question. Such agreement assumes that the Placing Shares are not
being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the
settlement related to other dealing in the Placing Shares, stamp
duty or stamp duty reserve tax may be payable and the Placee agrees
that it shall be responsible for such stamp duty or stamp duty
reserve tax, and acknowledges that neither the Company nor Liberum
will be responsible. If this is the case, the Placee should take
its own advice and notify Liberum, or either of them,
accordingly;
37 it agrees to participate in the Placing on the basis that the
Placing Shares will be allotted to the CREST stock account of
Liberum who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
38 any money held in an account with Liberum on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under 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 Liberum's money in accordance with the client money
rules and will be used by Liberum in the course of its business;
and the Placee will rank only as a general creditor of Liberum;
39 neither it nor, as the case may be, its clients expect
Liberum to have any du ti es or responsibili ti es to such persons
similar or comparable to the du ti es of "best execu ti on" and
"suitability" imposed by the COBS, and that Liberum is not ac ti ng
for it or its clients, and that Liberum will not be responsible for
providing the protec ti ons afforded to customers of Liberum or for
providing advice in respect of the transac ti ons described in this
Announcement;
40 time is of the essence as regard its obligations in respect
of its participation in the Placing under these terms and
conditions;
41 the basis of any Placee's allocation in the Placing will be
determined together by Liberum and the Company in their absolute
discretion. The right is reserved to reject in whole or in part
and/or scale back any participation in the Placing;
42 its commitment to subscribe for Placing Shares on the terms
set out in this Announcement including this Appendix 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 conduct of the Placing;
43 Liberum and its Affiliates, acting as an investor for its or
their own account(s) may, subscribe for and/or purchase Placing
Shares and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Liberum and/or any of its Affiliates acting as an
investor for its or their own account(s). Each Placee further
acknowledges that Liberum and its Affiliates may enter into
financing arrangements and swaps with investors in connection with
which Liberum and any of its Affiliates may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither Liberum nor the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
44 it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
45 any documents or communication sent to a Placee will be sent
at the Placee's risk and may be sent to any address notified by it
to Liberum;
46 the exercise by Liberum of any right or discretion under the
Placing Agreement shall be within the absolute discretion of
Liberum and need not have any reference to it and shall have no
liability to it 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 Liberum or the Company, or any of
their respective Affiliates, under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties Act) 1999;
47 the Company, Liberum and others will rely upon the truth and
accuracy of the confirmations, acknowledgements, representations,
warranties, indemnities, agreements and undertakings in this
Announcement including this Appendix ("Placing Confirmations") and,
if any of the foregoing Placing Confirmations is or becomes no
longer true or accurate, the Placee shall promptly notify
Liberum;
48 if it is subscribing for the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the Placing Confirmations on
behalf of each such accounts;
49 it agrees to indemnify on an after-tax basis and hold
harmless each of the Company, Liberum, their respective Affiliates
and any person acting on their behalf from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach by it of
the Placing Confirmations; and
50 its participation in the Placing, these terms and conditions
and any contractual or non-contractual obligations arising out of,
or in relation thereto, shall be governed by and construed in
accordance with English law and that the courts of England shall
have exclusive jurisdiction to hear and decide any proceedings
which may arise out of or in connection with these terms and
conditions, except that enforcement proceedings in respect of the
Placee's obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by
Liberum or the Company in any jurisdiction.
The Placing Confirmations referred to above are given to each of
the Company and Liberum (for their own benefit and, where relevant,
the benefit of their respective Affiliates) and any person acting
on their behalf, are irrevocable and shall not be capable of
termination by it in any circumstances and will survive completion
of the Placing and Admission.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Liberum do not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
The rights and remedies of Liberum and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise or partial exercise of one will not prevent the
exercise of others. The provisions of this Announcement may be
waived, varied or modi ed as regards speci c Placees or on a
general basis by Liberum.
No claim shall be made against the Company, Liberum or their
respective Affiliates or any other person acting on their behalf by
a Placee to recover any damage, cost, charge or expense which it
may suffer or incur by reason of or arising from the carrying out
by it of the work to be done by it pursuant to this Announcement or
the performance of its obligations pursuant to this Announcement or
otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
The agreement to se tt le a Placee's subscrip ti on (and/or the
subscrip ti on of a person for whom such Placee is contrac ti ng as
agent) free of stamp duty and stamp duty reserve tax depends on the
se tt lement rela ti ng only to a subscrip ti on by it and/or such
person direct from the Company for the Placing Shares in ques ti
on. Such agreement assumes that the Placing Shares are not being
subscribed for in connec ti on with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the se tt
lement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor Liberum will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person
for whom it is par ti cipa ti ng in the Placing as an agent or
nominee) the alloca ti on, 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 a ft er-tax basis and to hold
harmless the Company and Liberum in the event that any of the
Company and/or Liberum have 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 no ti fy Liberum accordingly.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
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END
MSCBUGDURBBDGBS
(END) Dow Jones Newswires
May 14, 2021 11:30 ET (15:30 GMT)
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