TIDMETX
RNS Number : 5951Y
e-Therapeutics plc
13 May 2021
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
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 E-THERAPEUTICS PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMED) AS IT
FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED).
13 May 2021
e-therapeutics plc
Proposed Fundraise in excess of GBP20 million
Conditional Placing to raise approximately GBP17.9 million,
Conditional Subscription to raise approximately GBP2.1
million,
and
Retail Offer via the PrimaryBid Platform
e-therapeutics plc (AIM: ETX.L, "e-therapeutics'" or "the
Company"), announces a proposed fundraise in excess of GBP20
million before expenses by way of a conditional placing to
institutional and other investors (the "Placing"), conditional
direct subscriptions with the Company by individual investors (the
"Subscription"), and a conditional offer to retail and other
investors via the PrimaryBid platform (the "Retail Offer", and
together with the Placing and the Subscription, the "Fundraise").
The issue of new Ordinary Shares pursuant to the Fundraise will be
conditional on, inter alia, shareholder approval being received by
way of a special resolution at the Annual General Meeting ("AGM")
of the Company which is expected to be held on or around 16 June
2021.
A separate announcement will be made shortly by the Company
regarding the Retail Offer and its terms. Those investors who
subscribe for new Ordinary Shares pursuant to the Retail Offer will
do so pursuant to the terms and conditions of the Retail Offer
contained in that announcement. The Subscription Shares will be
subscribed for pursuant to the Subscription Letters, rather than
pursuant to the terms and conditions of the Placing contained in
Appendix I to this Announcement.
Highlights of the Fundraise
-- A proposed total Fundraise in excess of GBP20 million before expenses, comprising:
o the Placing to raise in excess of GBP17.9 million before
expenses through the issue of an expected 74,624,999 new Ordinary
Shares (the " Placing Shares") at a price of 24 pence per Placing
Share (the "Placing Price"), equating to approximately 17 per cent
of the Existing Ordinary Shares;
o the Subscription to raise approximately GBP2.1 million before
expenses through the issue of 8,708,334 new Ordinary Shares (the
"Subscription Shares") at the Placing Price, equating to
approximately 2 per cent of the Existing Ordinary Shares; and
o a Retail Offer to be made by the Company via the PrimaryBid
platform at the Placing Price, to provide certain existing retail
shareholders in the Company and other retail investors with an
opportunity to participate in the Fundraise.
-- The Placing will be conducted by way of an accelerated
bookbuild process which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out
in Appendix 1 to this Announcement. The Placing is expected to
close on 13 May 2021. A further announcement will be made in due
course, confirming the final quantum and number of shares to be
raised pursuant to the Placing and Subscription once the bookbuild
is closed.
-- The Placing Price represents a discount of approximately 17%
to the closing middle market price of 28.8p per Ordinary Share on
12 May 2021, being the latest practicable date prior to the date
and time of this Announcement.
-- The net proceeds of the Fundraise will be used to facilitate
a number of initiatives, with a focus on expanding the Company's
proprietary, disease-agnostic, drug discovery and development
platform capabilities and asset pipeline.
-- The issue of new Ordinary Shares pursuant to the Fundraise
will be conditional on, inter alia, shareholder approval being
received by way of a special resolution (the "Resolution") at the
Company's AGM which is expected to be held on or around 16 June
2021.
-- None of the Placing, the Subscription or the Retail Offer is underwritten.
-- SP Angel Corporate Finance LLP ("SP Angel") is acting as
Nominated Adviser, sole bookrunner and sole Broker to the Company
in relation to the Placing.
Company overview and reasons for the Fundraise
e-therapeutics aims to transform the drug discovery process by
leveraging its computational power and biological expertise to
accelerate the path to more effective therapies. The Company has
developed a proprietary, disease-agnostic platform to produce
valuable disease biological insights and potential drug
candidates.
e-therapeutics' expertise in network biology, computational drug
discovery and drug development, coupled with the Company's nascent
RNAi platform, gives it a competitive advantage through effective
target identification, in silico screens yielding high hit rates
and a rapid and validated development path. This broad expertise
underpins many of the operational highlights for the Company this
year. The collaboration agreement with Galapagos in IPF, with
potential in other fibrotic conditions, and type-2 diabetes
agreement with Novo Nordisk are validation of the Company's
platform, highlighting the ability of the network approach and
expertise to go beyond pure in silico predictions and identify
potentially clinically viable interventions with supporting
experimental data.
The significant progress made on the GaINAc-siRNA platform will
enable the Company to benchmark its performance against competitor
candidates. In parallel, the Company has also established a
dedicated group to leverage its computational network biology
discovery platform specifically for the identification of novel
target genes expressed in hepatocytes, which are amenable to
GaINAc-mediated siRNA delivery.
The Company believes that the combination of these elements will
enable e-therapeutics to offer an attractive business development
proposition to potential collaborators. The business model
incorporates partnering around targets and small molecule compounds
in addition to the development of an in-house pipeline of RNAi
therapeutics, retaining scope for early-stage transactions.
Biology is complex and a lack of biological understanding often
underpins failures in drug development. The Company's strategic
ambition is to transform the drug discovery process, utilising our
network biology platform to better model human disease biology and
harnessing those mechanistic insights to discover and develop
better therapies, both with partners and internally in the RNAi
space.
The Directors believe there is a further opportunity to
accelerate the next stage of its growth and value creation through
the proposed Fundraise. The net proceeds of the Fundraise will be
used to facilitate a number of initiatives, with a focus on
expanding the Company's platform capabilities and asset pipeline,
including investing in:
-- Generate experimental hepatocyte specific proprietary data
for the Company's in silico discovery engine;
-- Advance two to three RNAi therapeutic programmes through preclinical development;
-- Aim to complete a First in Human (FIH) clinical study for one
RNAi asset to provide additional validation;
-- Further development of the Company's computational platform
and general working capital including team expansion; and
-- Exploration of RNAi in other cell types.
Ali Mortazavi, Chief Executive Officer of e-therapeutics,
commented:
"I am excited by the potential of e-therapeutics' proprietary
platform technologies to meaningfully transform and accelerate the
drug discovery process, especially when combined with RNAi as a
therapeutic modality. The prospect of being able to accelerate the
development our in-house RNAi pipeline through enhanced investment
in our hepatocyte data set and computational capabilities confirms
my belief in our business model. Partnering around our in silico
discovery engine will continue to be an important focus. We are
grateful for the support of our existing and new shareholders and
look forward to delivering value from our platform."
Details of the Conditional Placing
The Company and SP Angel have today entered into a placing
agreement (the "Placing Agreement"), pursuant to which, on the
terms and subject to the conditions set out therein, SP Angel has
agreed to use its reasonable endeavours to procure, as the
Company's agent, Placees for the expected 74,624,999 Placing Shares
at the Placing Price, raising gross proceeds of approximately
GBP17.9 million for the Company.
The Placing Agreement contains customary undertakings and
warranties given by the Company to SP Angel including as to the
accuracy of information contained in this Announcement, to matters
relating to the Company and its business and a customary indemnity
given by the Company to SP Angel in respect of liabilities arising
out of or in connection with the Fundraise.
The terms and conditions of the Placing are set out in Appendix
I to this Announcement.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
Existing Ordinary Shares, including, without limitation, as regards
the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
The Placing is conditional upon, inter alia, shareholder
approval being received at the Company's upcoming AGM, expected to
take place on or around 16 June 2021, the Placing Shares being
admitted to trading on AIM by not later than 8.00 a.m. on 17 June
2021, or such later time and/or date as the Company and SP Angel
may agree (being not later than 8.00 a.m. on 30 June 2021) and the
Placing Agreement not having been terminated in accordance with its
terms.
Appendix I to this Announcement sets out further information
relating to the terms and conditions of the Placing.
No element of the Placing (and for the avoidance of doubt, the
Fundraise) is underwritten.
Details of the Conditional Subscription
The Company has entered into subscription agreements with
various individual investors, pursuant to which the Company has
agreed to issue the Subscription Shares to such individual
investors, at the Placing Price, raising gross proceeds for the
Company of approximately GBP2.1 million (the "Subscription
Letters"). The Subscription Shares will be subscribed for on the
basis agreed pursuant to the Subscription Letters, rather than
pursuant to the terms and conditions of the Placing contained in
Appendix I to this Announcement.
The Subscription Shares, when issued, will be fully paid and
will rank pari passu in all respects with each other and with the
Existing Ordinary Shares, including, without limitation, as regards
the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
The Subscription is conditional upon, inter alia, shareholder
approval being received at the Company's upcoming AGM, expected to
take place on or around 16 June 2021, the Admission of the
Subscription Shares becoming effective not later than 8.00 a.m. on
17 June 2021 , or such later time and/or date as the Company may
agree (being not later than 8.00 a.m. on 30 June 2021 ). The
Subscription is also conditional upon the Placing Agreement
becoming unconditional in all respects and not being terminated in
accordance with its terms.
Issue of Equity and Admission
Applications will be made to the London Stock Exchange for
admission of the Placing Shares, the Subscription Shares and any
Retail Shares to trading on AIM.
It is expected that Admission will take place at 8.00 a.m. (UK
time) on or around 17 June 2021 and that dealings in the Placing
Shares, Subscription Shares and any Retail Shares on AIM will
commence at the same time. Admission will be subject to shareholder
approval of the required Resolutions at the Company's upcoming
AGM.
Related Party Transaction
Richard Griffiths, and his controlled undertakings ("Richard
Griffiths"), which currently hold 118,539,105 Ordinary Shares
(representing approximately 28.17 per cent. of the Existing
Ordinary Shares), have agreed to subscribe for a total of
25,000,000 Placing Shares pursuant to the Placing. As a consequence
of Richard Griffiths' current interest in the Company, his proposed
participation in the Placing is a related party transaction
pursuant to AIM Rule 13. Accordingly, the independent directors of
the transaction, being Ali Mortazavi and Trevor Jones, consider ,
having consulted with the Company's nominated adviser, SP Angel,
that the terms of Richard Griffiths' participation in the Placing
are fair and reasonable insofar as the Company's shareholders are
concerned.
The Takeover Code
As a public company which has its registered office in the
United Kingdom and which has its Ordinary Shares admitted to
trading on AIM, the Company is subject to the City Code on
Takeovers and Mergers (the "Takeover Code"). Under Rule 9 of the
Takeover Code, any person who acquires an interest (as such term is
defined in the Takeover Code) in shares which, taken together with
the shares in which he and persons acting in concert with him are
interested, carry 30 per cent. or more of the voting rights in a
company which is subject to the Takeover Code, is normally required
to make a general offer to all of the remaining shareholders to
acquire their shares.
As detailed above, Richard Griffiths currently holds 118,539,105
Ordinary Shares, representing 28.17 per cent. of the Ordinary
Shares in issue as at the date of the Announcement. Richard
Griffiths is also deemed to be acting in concert with Mike
Bretherton, a Non-executive Director of the Company (together the
"RG Concert Party"). Richard Griffiths has agreed to subscribe for
a total of 25,000,000 Placing Shares pursuant to the Placing, such
that following Admission of both the Placing Shares and the
Subscription Shares, the RG Concert Party's holding of Ordinary
Shares will represent 28.47 per cent. of the issued share capital
of the Company.
All Placees and Subscribers have irrevocably undertaken (in the
case of Placees, pursuant to the Terms and Conditions of the
Placing set out in Appendix I to this Announcement and, in the case
of Subscribers, pursuant to the terms and conditions of the
Subscription Letters) to subscribe for the relevant Placing Shares
or Subscription Shares and to make payment for the same in
accordance with the deadlines therein. In the unlikely event that a
Subscriber or a Placee defaulted on its legally-binding obligations
(including in making payment for the relevant Placing Shares or
Subscription Shares), there is a risk that the RG Concert Party
might exceed the 30 per cent. threshold and be required to make a
mandatory offer pursuant to Rule 9 of the Takeover Code. In the
event of such a default, notwithstanding any other right which the
Company and/or SP Angel may have against the subscriber in default,
SP Angel, as agent of the Company, reserves the right to take any
such action as may be required in order to ensure that the RG
Concert Party's holding does not at any point exceed 29.9 per cent
of the issued share capital of the Company. Therefore, in such an
event, SP Angel reserves the right, amongst other things, to extend
any date specified herein (including in respect of settlement,
registration, payment and Admission) and/or scale back the RG
Concert Party's commitment for the Placing and/or otherwise
re-allocate Placee's commitments in the Placing as it may determine
(subject to agreement with the Company). Any changes to the
material terms of the Placing as set out herein shall be notified
by the Company via a regulatory information service.
The capitalised terms used in this Announcement have the meaning
set out in Appendix II to this Announcement.
The ticker for the Company's Ordinary Shares is ETX. The
Company's LEI is 21380049RHSSJXWKYT18.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as
amended) as it forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended)
("MAR"), encompassing information relating to the Fundraise
described above, and is disclosed in accordance with the Company's
obligations under Article 17 of MAR. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is being made on behalf of the Company by Ali
Mortazavi, Chief Executive Officer. In addition, market soundings
(as defined in MAR) were taken in respect of the Placing and
Subscription with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore, upon
publication of this announcement, those persons that received such
inside information in a market sounding are no longer in possession
of such inside information relating to the Company and its
securities.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the "Important Notice" section of this
Announcement below and to the detailed terms and conditions of the
Placing set out in Appendix I. By choosing to participate in the
Fundraise, investors will be deemed to have read and understood
this Announcement in its entirety, and by choosing to participate
in the Placing and by making an oral and legally binding offer to
acquire Placing Shares, investors will be deemed to be making such
offer on the terms and subject to the conditions in it, and to be
providing the representations, warranties and acknowledgements
contained in Appendix I.
For further information, please contact:
e-therapeutics plc
Ali Mortazavi, CEO Tel: +44 (0)1993 883
Karl Keegan, CFO 125 www.etherapeutics.co.uk
Laura Roca-Alonso, CBO
SP Angel Corporate Finance LLP Tel: +44(0)20 3470
0470
Nominated Adviser and Broker
Matthew Johnson/Caroline Rowe (Corporate
Finance)
Vadim Alexandre/Rob Rees (Corporate
Broking)
About e-therapeutics plc
e-therapeutics plc is an Oxford, UK-based company with a
powerful computer-based approach to drug discovery, founded on its
industry-leading expertise in network biology to fully capture
disease complexity. The Company combines network science, machine
learning, artificial intelligence, statistics and big data with
expertise in drug discovery and development to transform the search
for new medicines and intervention strategies.
e-therapeutics has developed an in silico laboratory that
enables the rapid screening of millions of compounds and the
identification of small subsets that are enriched for highly active
hits. Its proprietary platform also has novel applications in
functional genomics, being able to analyse complex genetic
datasets, provide a deep understanding of pathological mechanisms
and distil actionable insights for the discovery of novel drugs,
biomarkers and diagnostics.
e-therapeutics has deployed and validated its disease-agnostic
drug discovery platform both in house and with partners, including
Novo Nordisk, Galapagos NV and a US-based, top 5 pharmaceutical
company.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN ANY SUCH JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the US Securities Act of 1933, as amended,
(the "Securities Act") and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or SP
Angel Corporate Finance LLP ("SP Angel") or any of their respective
affiliates, or any of its or their respective directors, officers,
partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and SP Angel 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. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) in member states of the European Economic Area, persons who
are "qualified investors", as defined in Article 2(e) of Regulation
(EU) 2017/1129 (the "EU Prospectus Regulation") ("EU Qualified
Investors"), (b) in the United Kingdom, Qualified Investors who (i)
have professional experience in matters relating to investments and
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or are
high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in
Article 49(2) of the Order and (ii) are "qualified investors"
within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as
amended, as it forms part of UK law as retained EU law as defined
in, and by virtue of, the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation") ("UK Qualified
Investors"), and (c) otherwise, persons to whom it may otherwise
lawfully be communicated (each such person in (a), (b) and (c), a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
No prospectus or admission document will be made available in
any jurisdiction in connection with the matters contained or
referred to in this Announcement or the Placing and no such
prospectus is required (in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results are
forward -- looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward -- looking statements. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect",
"may", "plan", "project" or words or terms of similar meaning or
the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are
a number of factors including, but not limited to, commercial,
operational, economic and financial factors, that could cause
actual results, financial condition, performance or achievements to
differ materially from those expressed or implied by these forward
-- looking statements. Many of these risks and uncertainties relate
to factors that are beyond the Company's ability to control or
estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of
other market participants, the actions of governments or
governmental regulators, or other risk factors, such as changes in
the political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company and SP
Angel expressly disclaims any obligation or undertaking to update
or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
SP Angel is authorised and regulated in the United Kingdom by
the Financial Conduct Authority ("FCA"). SP Angel is acting
exclusively for the Company and for no one else in connection with
the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or any other matter referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for giving
advice in relation to the Placing or any other matter referred to
in this Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of SP Angel (apart from the responsibilities or liabilities
that may be imposed by the Financial Services and Markets Act 2000,
as amended ("FSMA") or the regulatory regime established
thereunder) or by their respective affiliates or any of their
respective Representatives as to, or in relation to, the accuracy,
adequacy, fairness or completeness of this Announcement or any
other written or oral information made available to or publicly
available to any interested party or its advisers or any other
statement made or purported to be made by or on behalf of SP Angel
or any of their respective affiliates or any of their respective
Representatives in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by SP Angel
or any of their respective affiliates or any of their respective
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency 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 party or its advisers, and any liability therefor is
expressly disclaimed. The information in this Announcement is
subject to change.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. 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. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
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. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. 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 apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
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.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
SP Angel and its affiliates may have engaged in transactions
with, and provided various commercial banking, investment banking,
financial advisory transactions and services in the ordinary course
of their business with the Company and/or its affiliates for which
they would have received customary fees and commissions. SP Angel
and its affiliates may provide such services to the Company and/or
its affiliates in the future.
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 such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, SP Angel will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX I: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION")) ("EU QUALIFIED
INVESTORS"), (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE
HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR
PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN
ARTICLE 49(2) OF THE ORDER AND (II) ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS AMED,
AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY
VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) (THE
"UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS"), AND (C)
OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT (EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE
A RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE
PLACING SHARES.
None of e-therapeutics plc (the "Company") or SP Angel Corporate
Finance LLP ("SP Angel") or any of its or their respective
affiliates or any of its or their respective directors, officers,
partners, employees, advisers or agents (collectively,
"Representatives") makes any representation or warranty, express or
implied to any Placees (as defined below) regarding any investment
in the securities referred to in this Announcement under the laws
applicable to such Placees.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of the Placing Shares (as defined below) by
making an oral or written offer to acquire Placing Shares
(including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given) ("Placees") will be
deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing (and shall only be permitted to participate in
the Placing on the basis that they have provided) the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements, contained in this Appendix. In
particular, each such Placee represents, warrants, acknowledges and
agrees to each of the Company and SP Angel that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement
(including this Appendix) and that any Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in
a member state of the EEA to EU Qualified Investors, or in the
United Kingdom to UK Qualified Investors or in circumstances in
which the prior consent of SP Angel has been given to each such
proposed offer or resale;
4. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold, directly or
indirectly, within the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States;
5. it and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares are either (a)(i) outside the
United States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S under the Securities Act ("Regulation S");
and
6. the Company and SP Angel will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements. Each Placee hereby agrees with SP
Angel and the Company to be bound by these terms and conditions as
being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if SP
Angel confirms to such Placee its allocation of Placing Shares.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S.
Bookbuild
SP Angel will today commence the bookbuilding process in respect
of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. The book will open with
immediate effect. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares. Members of the public are not entitled to
participate.
SP Angel and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
absolute discretion, determine.
Details of the Placing Agreement and of the Placing
SP Angel is acting as sole global co-ordinator and sole
bookrunner in connection with the Placing. The Company has today
entered into an agreement (the "Placing Agreement") with SP Angel
under which, subject to the terms and conditions set out therein,
SP Angel has agreed as agent for and on behalf of the Company, to
use its reasonable endeavours to procure Placees for new ordinary
shares of 0.1 pence each in the capital of the Company (the
"Placing Shares"), at such price and in such number, if any, to be
determined following completion of the Bookbuild and as may be
agreed between the Company and SP Angel. The Placing is conditional
on t he passing of certain shareholder resolutions the
"Resolutions") in order to ensure that the Directors have the
necessary authorities and powers to allot the New Placing Shares on
a non-pre-emptive basis. No element of the Placing is being
underwritten.
In the event that SP Angel acquires Placing Shares in the
Placing, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. Except as required
by applicable law or regulation, SP Angel does not propose to make
any public disclosure in relation to such transactions.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of 0.1 pence each in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares, and
will be issued free of all claims, liens, charges, encumbrances and
equities.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission of the Placing Shares for
admission of the Placing Shares to trading on AIM
("Admission").
It is expected that Admission will become effective at or around
8.00 a.m. on 17 June 2021 (or such later time and/or date as may be
agreed between the Company and SP Angel, being no later than 8.00
a.m. on 30 June 2021) and that dealings in the Placing Shares will
commence at that time.
Participation in, and principal terms of, the Placing
1. SP Angel is acting as sole bookrunner and sole broker and
agent of the Company in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by SP
Angel. SP Angel and its agents and affiliates are each entitled to
enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price per Placing Share
payable to SP Angel by all Placees whose bids are successful (the
"Placing Price"). The number of Placing Shares and the Placing
Price will be determined by the Company (in consultation with SP
Angel) following completion of the Bookbuild. The Placing Price and
the number of Placing Shares to be issued will be announced on a
FCA-listed regulatory information service (a "Regulatory
Information Service") following the completion of the
Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at SP Angel. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at either the Placing Price which is ultimately established by the
Company and SP Angel or at prices up to a price limit specified in
its bid. Bids may be scaled down by SP Angel on the basis referred
to in paragraph 11 below.
5. A bid in the Bookbuild 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 the
consent of SP Angel, will not be capable of variation or revocation
by Placees after the time at which it is submitted. Each Placee's
obligations will be owed to the Company and SP Angel. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to SP Angel as agent of the Company, to pay in
cleared funds immediately on the settlement date, in accordance
with the registration and settlement requirements set out below, an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the
Company has agreed to allot to them.
6. The Bookbuild is expected to close no later than 9.00 p.m.
(London time) on 13 May 2021, but may be closed earlier or later at
the absolute discretion of SP Angel. SP Angel may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed.
7. Each prospective Placee's allocation will be agreed between
SP Angel and the Company and will be confirmed orally or in writing
by SP Angel (as agent of the Company) following the close of the
Bookbuild. This confirmation to such Placee will constitute an
irrevocable legally binding commitment upon that person (who will
at that point become a Placee) in favour of SP Angel and the
Company to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association and each Placee will be deemed to have read and
understood this Announcement (including this Appendix) in its
entirety.
8. All obligations under the Bookbuild and Placing will be
subject to fulfilment or, where applicable, waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
9. By participating in the 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 after
confirmation (oral or otherwise) by SP Angel.
10. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by SP Angel. The terms of this Appendix will be deemed
incorporated by reference therein.
11. Subject to paragraphs 4 and 5 above, SP Angel may choose to
accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as they may determine.
SP Angel may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time. The Company reserves the right (upon agreement with SP
Angel) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
12. Except as required by law or regulation, no press release or
other announcement will be made by SP Angel 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 a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
14. To the fullest extent permissible by law, neither SP Angel
or the Company or any of their respective affiliates or any of
their respective Representatives shall have any responsibility or
liability (whether in contract, tort or otherwise) to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of SP Angel or the Company or any
of their respective affiliates or any of their respective
Representatives shall have any responsibility or liability (whether
in contract, tort or otherwise and including to the fullest extent
permissible by law, any fiduciary duties) in respect of the conduct
of the Bookbuild or of such alternative method of effecting the
Placing as SP Angel and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of SP Angel under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
1. each of the representations and warranties of the Company
contained in the Placing Agreement being true and accurate and not
misleading on and as of the date of the Placing Agreement and at
all times before Admission;
2. the Company complying with its obligations and undertakings
under the Placing Agreement in all respects which, in the good
faith opinion of SP Angel, are material in the context of the
Placing, so far as the same fall to be performed or satisfied on or
prior to Admission;
3. there not having occurred, in the good faith opinion of SP
Angel, any Material Adverse Change (as such term is defined in the
Placing Agreement);
4. the Resolution having been duly passed at the Annual General
Meeting of the Company (or at any adjournment thereof) ;
5. the Company allotting, subject only to the passing of the
Resolution and Admission, the Placing Shares in accordance with the
terms of the Placing Agreement; and
6. Admission taking place at 8.00 a.m. (London time) on 17 June
2021 (or such later time and/or date as may be agreed between the
Company and SP Angel, being no later than 8.00 a.m. on 30 June
2021).
SP Angel has the discretion to waive compliance with certain of
the conditions and/or agree an extension in time for their
satisfaction. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by SP Angel) or become
incapable of fulfilment on or before the date or time specified for
the fulfilment thereof (or such later date and/or time as SP Angel
may agree); or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Neither SP Angel nor any of their respective affiliates nor any
of their respective Representatives shall have any responsibility
or liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is in the absolute discretion of SP Angel.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Lock-up
The Company has undertaken that it will not, and will procure
that none of its subsidiaries will, at any time between the date of
the Placing Agreement and the date which is 180 days after the date
of the Placing Agreement without the prior written consent of SP
Angel enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary carve-outs agreed
between SP Angel and the Company.
By participating in the Placing, Placees agree that the exercise
by SP Angel of any power to consent to waive the undertaking by the
Company of a transaction which would otherwise be subject to the
lock-up under the Placing Agreement shall be within the absolute
discretion of SP Angel, and that neither SP Angel nor the Company
need to make any reference to, consult with, or seek consent from,
Placees and that SP Angel shall have no liability to Placees
whatsoever in connection with any such exercise of the power to
grant consent or failure so to exercise.
Right to terminate under the Placing Agreement
At any time before Admission, SP Angel is entitled to terminate
the Placing Agreement in the following circumstances, amongst
others: (i) if any of the Company's warranties or representations
are not or cease to be true and accurate or have become misleading;
or (ii) if the Company is in breach of any of its obligations under
the Placing Agreement, which is material in the context of
Admission; or (iii) in the good faith opinion of SP Angel, there
shall have occurred any Material Adverse Change (as defined in the
Placing Agreement); or (iv) the occurrence of a market disruption
event, each, as specified in the Placing Agreement; or (v) it comes
to the notice of SP Angel that a matter has arisen, which is likely
to give rise to a claim under any of the indemnities given by the
Company .
Upon notice of termination being given to the Company, the
parties to the Placing Agreement 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, Placees agree that the exercise
or non-exercise by SP Angel of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of SP Angel, and that neither SP Angel nor the Company
need to make any reference to, consult with, or seek consent from,
Placees and that neither SP Angel nor the Company shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus or admission document
No prospectus admission document has been or will be prepared or
submitted to be approved by the FCA or submitted to the London
Stock Exchange or in any other jurisdiction in relation to the
Placing and no such prospectus or admission document is required
(in accordance with the EU Prospectus Regulation or the UK
Prospectus Regulation) to be published. Placees' commitments will
be made solely on the basis of their own assessment of the Company,
the Placing and the Placing Shares based on information contained
in this Announcement (including this Appendix) and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company simultaneously with or prior to the date of
this Announcement, and subject to the further terms set forth in
the contract note or trade confirmation to be provided to
individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement and all other publicly available information
previously and simultaneously published by or on behalf of the
Company by notification to a Regulatory Information Service is
exclusively the responsibility of the Company and has not been
independently verified or approved by SP Angel. Each Placee, by
accepting a participation in the Placing, further confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, SP Angel or any other person and none of SP Angel or the
Company or any of their respective affiliates or any of their
respective Representatives will be liable for any Placee's decision
to participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. 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:
GB00B2823H99) following Admission will take place within the CREST
system, subject to certain exceptions. In the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and SP Angel may agree that the Placing Shares should be issued in
certificated form. SP Angel and the Company reserve the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form or by such other
means as they deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. It is
expected that such contract note or trade confirmation will be
despatched on or around 13 May 2021 and that this will also be the
trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with SP Angel.
The Company will deliver the Placing Shares to a CREST account
operated by SP Angel as agent for the Company and SP Angel will
enter its delivery (DEL) instruction into the CREST system. SP
Angel will hold any Placing Shares delivered to this account as
nominee for the Placees until settlement. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement will be on 17 June 2021 on a
delivery versus payment basis in accordance with the instructions
given to SP Angel.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by SP Angel.
Each Placee is deemed to agree that, if it does not comply with
these obligations, SP Angel may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the account and benefit of SP Angel, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or other
similar taxes (together with any interest or penalties thereon)
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on SP Angel all such
authorities and powers necessary to carry out any such transaction
and agrees to ratify and confirm all actions which SP Angel
lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
trade confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax or other similar taxes (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of SP Angel or the
Company shall be responsible for the payment thereof.
Placees (or any nominee or other agent acting on behalf of a
Placee) will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with SP Angel and the
Company, in each case as a fundamental term of its application for
Placing Shares, that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and it undertakes not to redistribute or duplicate this
Announcement and that it is relying solely on this Announcement and
has not relied on, and will not rely on, any information given or
any representations, warranties or statements made at any time by
any person in connection with Admission, the Bookbuild, the
Placing, the Company, the Placing Shares or otherwise;
2. no admission document or prospectus has been or will be
prepared in connection with the Placing or is required under the EU
Prospectus Regulation or the UK Prospectus Regulation, the FSMA or
any other applicable law and it has not received and will not
receive an admission document, prospectus or other offering
document in connection with Admission, the Bookbuild, the Placing,
the Company or the Placing Shares;
3. the Placing does not constitute a recommendation or financial
product advice and SP Angel has not had regard to its particular
objectives, financial situation and needs;
4. if it has received any "inside information" (for the purposes
of the UK Market Abuse Regulation (the UK version of EU Regulation
No. 596/2014 ("EU MAR") as it forms part of UK law as retained EU
law as defined in, and by virtue of, the European Union
(Withdrawal) Act 2018, as amended ("UK MAR")) and section 56 of the
Criminal Justice Act 1993) concerning the Company or its shares or
other securities or related financial instruments in advance of the
Placing, that it has not: (i) dealt in the securities of the
Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to
any person except as permitted under UK MAR;
5. it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
subscription and/or acquisition;
6. none of SP Angel or the Company or any of their respective
affiliates or any of their respective Representatives or any person
acting on behalf of any of them has provided, and none of them will
provide, it with any material or information regarding the Placing
Shares or the Company or any other person other than this
Announcement, nor has it requested SP Angel or the Company or any
of their respective affiliates or any of their respective
Representatives or any person acting on behalf of any of them to
provide it with any such material or information;
7. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company simultaneously
with or prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's Ordinary Shares are
admitted to trading on AIM and the Company is therefore required to
publish certain business and financial information in accordance
with the rules and practices of AIM (the "Exchange Information"),
which includes a description of the nature of the Company's
business, most recent balance sheet and profit and loss account,
and similar statements for preceding years, and it has reviewed
such Exchange Information as it has deemed necessary or that it is
able to obtain or access the Exchange Information without undue
difficulty; and (iii) it has had access to such financial and other
information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the
Placing and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing;
8. (i) none of the Company or SP Angel or any of their
respective affiliates or any of their respective Representatives or
any person acting on their behalf has made any warranties or
representations to it, express or implied, with respect to the
Company, the Placing and the Placing Shares or the accuracy,
fairness, completeness or adequacy of the Publicly Available
Information or the Exchange Information, and each of them expressly
disclaims any liability in respect thereof; and (ii) it will not
hold SP Angel or any of their respective affiliates or any of their
respective Representatives or any person acting on their behalf
responsible for any misstatements in or omissions from any Publicly
Available Information or any Exchange Information. Nothing in this
paragraph or otherwise in this Announcement excludes the liability
of any person for fraudulent misrepresentation made by that
person;
9. the content of this Announcement is exclusively the
responsibility of the Company and that neither SP Angel nor any of
its respective affiliates nor any of its respective Representatives
nor any person acting on their behalf has or shall have any
responsibility or liability for any information, representation or
statement contained in this Announcement or any information
previously or subsequently published by or on behalf of the
Company, including, without limitation, any Publicly Available
Information or Exchange Information, and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously or simultaneously
published by or on behalf of the Company or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this Announcement and any Publicly Available Information including
(without limitation) the Exchange Information, such information
being all that it deems necessary and/or appropriate to make an
investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given,
investigation made or representations, warranties or statements
made by SP Angel or the Company or any of their respective
affiliates or any of their respective Representatives or any person
acting on their behalf and neither SP Angel nor the Company nor any
of their respective affiliates nor any of their respective
Representatives nor any person acting on its or their behalf will
be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by SP Angel or any of
its affiliates or any of its Representatives or any person acting
on their behalf and understands that (i) none of SP Angel or any of
its affiliates or any of its Representatives or any person acting
on their behalf has or shall have any liability for public
information or any representation; (ii) none of SP Angel or any of
its affiliates or any of its Representatives or 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 publication, the date of this Announcement
or otherwise; and (iii) none of SP Angel or any of its affiliates
or any of its Representatives or 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 publication, the date of this Announcement or
otherwise;
11. in making any decision to acquire Placing Shares, (i) it has
such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of taking up the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates and
is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a
complete loss in connection with, the Placing; (iii) it has relied
on its own examination, due diligence and analysis of the Company
and its affiliates taken as a whole, including the markets in which
the Company and its affiliates operate, and the terms of the
Placing, including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of SP Angel;
(iv) it has had sufficient time and access to information to
consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, and (v) it will not look to
the Company, SP Angel, any of their respective affiliates, any of
their respective Representatives or any person acting on their
behalf for all or part of any such loss or losses it or they may
suffer;
12. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or
otherwise;
13. (i) unless otherwise specifically agreed with SP Angel, it
and each account it represents is not and, at the time the Placing
Shares are acquired, will not be, a resident of Australia, Canada,
the Republic of South Africa, Japan or any other jurisdiction in
which it is unlawful to make or accept an offer to acquire the
Placing Shares; (ii) it and each account it represents is (a)
outside the United States and will be outside the United States at
the time the Placing Shares are acquired by it and (b) acquiring
the Placing Shares in an "offshore transaction" in accordance with
Rule 903 or Rule 904 of Regulation S; and (iii) it is not acquiring
any of the Placing Shares as a result of any form of "directed
selling efforts" within the meaning of Regulation S or as a result
of any form of "general solicitation" or "general advertising"
within the meaning of Rule 502(c) of Regulation D under the
Securities Act;
14. (i) it and each account it represents is acquiring the
Placing Shares for investment purposes, and is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly of any such
Placing Shares in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
the same would be unlawful; and (ii) it understands, and each
account it represents has been advised, that the Placing Shares
have not been and will not be registered or qualified for
distribution by way of a prospectus under the securities
legislation of the United States, Australia, Canada, the Republic
of South Africa, Japan and, subject to certain exceptions, may not
be offered, sold, acquired, renounced, distributed or delivered or
transferred, directly or indirectly, within or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
15. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), directly or
indirectly, whether in whole or in part, in or into the United
States, Australia, Canada, the Republic of South Africa or
Japan;
16. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
17. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services), it is not
participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability and the Placing Shares
are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a
clearance service;
18. it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, UK MAR and/or EU
MAR and any delegating acts, implementing acts, technical standards
and guidelines thereunder, and in connection with money laundering
and terrorist financing, under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity, SP Angel has not received
such satisfactory evidence, SP Angel may, in its absolute
discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to SP Angel will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
19. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation: (a) any 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 or to which the UK
Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of SP
Angel 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;
20. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation: (i) the Placing
Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any member state of the EEA or to which
the EU Prospectus Regulation otherwise applies other than EU
Qualified Investors or in circumstances in which the prior consent
of SP Angel has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than EU Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
21. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA;
22. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
23. if it is in a member state of the EEA, it is a EU Qualified
Investor and, to the extent applicable, any funds on behalf of
which it is acquiring the Placing Shares that are located in a
member state of the EEA are each themselves such a EU Qualified
Investor;
24. if it is in the United Kingdom, it and any person acting on
its behalf is (a) a UK Qualified Investor and (b) falls within
Article 19(5) and/or Article 49(2) (a) to (d) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
25. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4)
of the EU Prospectus Regulation which do not result in any
requirement for the publication of a prospectus pursuant to Article
3 of the EU Prospectus Regulation;
26. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA")) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require the approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by SP Angel in
its capacity as an authorised person 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 a financial promotion by an
authorised person;
27. it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA in the United Kingdom)
with respect to anything done by it in relation to the Placing
Shares;
28. no action has been or will be taken by either the Company or
SP Angel or any person acting on behalf of the Company or SP Angel
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
29. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable
to the Company and/or SP Angel for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
30. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) it has fully observed such laws and obtained
all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will
or may result in SP Angel, the Company or any of their respective
affiliates or any of their respective Representatives acting in
breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing; and (iv) the acquisition of the
Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
31. it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
32. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire
and acknowledges, agrees and undertakes that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement (including this Appendix) on the due time and date set
out herein, failing which the relevant Placing Shares may be placed
with other persons or sold as SP Angel may in its absolute
discretion determine and without liability to such Placee, and it
will remain liable for any amount by which the net proceeds of such
sale falls short of the product of the Placing Price and the number
of Placing Shares allocated to it and may be required to bear any
stamp duty or stamp duty reserve tax or other similar taxes
(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. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that SP Angel or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
34. neither SP Angel nor any of its affiliates nor any of its
Representatives nor any person acting on behalf of any of them, are
making any recommendations to it or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and participation in the Placing is on
the basis that it is not and will not be a client of SP Angel and
SP Angel has no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for giving advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of their rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
35. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. Neither SP Angel nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to indemnify on an after-tax basis and hold harmless the Company,
SP Angel and their respective affiliates and each of their
respective Representatives in respect of the same on an after-tax
basis on the basis that the Placing Shares will be allotted to the
CREST stock account of SP Angel who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
36. it will indemnify, on an after-tax basis, and hold harmless
the Company, SP Angel and their respective affiliates and their
respective Representatives from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising, directly or indirectly, out of or in connection with any
breach by it of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
37. it acknowledges that it irrevocably appoints any director or
authorised signatories of SP Angel 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;
38. in connection with the Placing, SP Angel and any of its
affiliates acting as an investor for their own account may acquire
Placing Shares and in that capacity may acquire, retain, purchase
or sell for their own account such Ordinary Shares in the Company
and any other securities of the Company or related investments and
may offer or sell such securities or other investments otherwise
than in connection with the Placing. Accordingly, references in
this Announcement to shares being issued, offered or placed should
be read as including any issue, offering or placement of such
shares in the Company to SP Angel or its affiliates in such
capacity. In addition, SP Angel may enter into financing
arrangements and swaps with investors in connection with which SP
Angel may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither SP
Angel nor its affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
39. that SP Angel and its affiliates may have engaged in
transactions with, and provided various commercial banking,
investment banking, financial advisory transactions and services in
the ordinary course of their business with the Company and/or its
affiliates for which they would have received customary fees and
commissions. Each of SP Angel and its affiliates may provide such
services to the Company and/or its affiliates in the future;
40. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by SP
Angel. SP Angel reserves the right to take up a portion of the
securities in the Placing as a principal position at any stage at
its sole discretion, inter alia, to take account of the Company's
objectives, MiFID II requirements and/or their allocation
policies;
41. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) and in the
contract note or trade confirmation will continue notwithstanding
any amendment that may in the future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or SP Angel's conduct of the Placing;
42. neither the Company nor SP Angel owes any fiduciary or other
duties to any Placee in respect of any acknowledgements,
confirmations, representations, warranties, undertakings or
indemnities in the Placing Agreement;
43. it may not rely on any investigation that SP Angel or any
person acting on its behalf may or may not have conducted with
respect to the Company and its affiliates, the Placing Shares or
the Placing and SP Angel has not made any representation or
warranty to it, express or implied, with respect to the suitability
or merits of any transactions it may enter into in connection with
the Placing, or as to the condition, financial or otherwise, of the
Company and its affiliates, or as to any other matter relating
thereto, and no information has been prepared by, or is the
responsibility of, SP Angel for the purposes of the Placing;
44. where it is acquiring the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
45. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English and Welsh courts as
regards any claim, dispute or matter arising out of any such
agreements and such non-contractual obligations, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by either the Company or SP Angel
in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised
stock exchange; and
46. the Company, SP Angel and their respective affiliates and
their respective Representatives and others will rely upon the
truth and accuracy of the acknowledgements, representations,
warranties, indemnities, undertakings and agreements set forth
herein and which are given to SP Angel on its own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises the Company and SP Angel to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein. It
agrees that if any of the acknowledgements, representations,
warranties, undertakings and agreements made in connection with its
subscribing and/or acquiring of Placing Shares is no longer true or
accurate, it shall promptly notify the Company and SP Angel.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company and SP Angel and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty and representation from each Placee, that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor SP
Angel will be responsible and each Placee shall indemnify on an
after-tax basis and hold harmless the Company, SP Angel and their
respective affiliates and their respective Representatives for any
stamp duty or stamp duty reserve tax or other similar tax paid or
otherwise payable by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own
advice and notify SP Angel accordingly.
Neither the Company nor SP Angel is liable to bear 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 in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any Placing Shares or the agreement by a
Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company, SP
Angel and their respective affiliates and their respective
Representatives from any and all interest, fines or penalties in
relation to any such duties or taxes.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify SP Angel accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that SP Angel and/or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares. Each Placee
acknowledges and is aware that SP Angel is receiving a fee in
connection with its role in respect of the Placing as detailed in
the Placing Agreement. When a Placee or person acting on behalf of
the Placee is dealing with SP Angel any money held in an account
with SP Angel on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under 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 SP Angel's money in
accordance with the client money rules and will be used by SP Angel
in the course of its own business; and the Placee will rank only as
a general creditor of SP Angel.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of SP Angel and the Company under these
terms and conditions in this Announcement are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
All times and dates in this Announcement may be subject to
amendment by SP Angel (in its absolute discretion). SP Angel shall
notify the Placees and any persons acting on behalf of the Placees
of any changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, SP Angel or their respective
affiliates or their respective Representatives pursuant to this
Announcement where the payment (or any part thereof) is chargeable
to any tax, a basis such that the amount so payable shall be
increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability
of any relief unrelated to the loss, damage, cost, charge, expense
or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal
to the amount that would otherwise have been so payable.
APPENDIX II: DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" means admission of the relevant New Ordinary Shares
to trading on AIM becoming effective in accordance with the AIM
Rules;
"AIM" means the market of that name operated by the London Stock
Exchange;
"AIM Rules" means the AIM Rules for Companies;
"Announcement" means this announcement and its appendices;
"Annual General Meeting" means the 2021 annual general meeting
of the Company to be convened on or around 16 June 2021;
"Application" the application to be made to the London Stock
Exchange for Admission of the Placing Shares;
"Board" or "Directors" means the directors of the Company;
"Business Day" means a day (excluding Saturdays, Sundays or
public holidays in England and Wales) on which banks generally are
open in London for the transaction of business;
"certificated" or "in certificated form" means where a security
is not held in uncertificated form (i.e. not in CREST);
"Company" means e-therapeutics plc;
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the Operator (as
defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755), including any enactment or
subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations
or any such enactment or subordinate legislation for the time being
in force;
"Euroclear" means Euroclear UK & Ireland Limited, the
operator of CREST;
"Existing Ordinary Shares" means the 420,773,546 Ordinary Shares
in issue as at 12 May 2021 (being the latest practicable date prior
to publication of this Announcement);
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Fundraise" means the Placing, the Subscription and the Retail
Offer as described herein;
"London Stock Exchange" means London Stock Exchange plc;
"New Ordinary Shares" means, together, the Placing Shares, the
Subscription Shares and the Retail Shares;
"Ordinary Shares" means the ordinary shares of 0.1 penny each in
the capital of the Company;
"Placees " means Relevant Persons who subscribe for the Placing
Shares pursuant to the Placing;
"Placing" means the placing of the Placing Shares as described
herein;
"Placing Agreement" means the agreement relating to the Placing
dated today's date made between the Company and SP Angel;
"Placing Shares" means the expected 74,624,999 new Ordinary
Shares to be issued by the Company pursuant to the Placing;
"Placing Price" means 24 pence per Placing Share;
"PrimaryBid" means PrimaryBid Limited;
"Retail Offer" the separate offer to retail and other investors
to be made by the Company via PrimaryBid which shall be subject to
the terms and conditions set out in a subsequent announcement to be
made by the Company;
"Retail Shares" any new Ordinary Shares to be issued pursuant to
the Retail Offer;
"Securities Act" means the US Securities Act of 1933, as
amended;
"Shareholders" means holders of Ordinary Shares;
"SP Angel" SP Angel Corporate Finance LLP;
"Subscription" means the subscription for the Subscription
Shares as described herein;
"Subscription Letters" means the letters pursuant to which the
Subscribers have agreed to conditionally subscribe for the
Subscription Shares;
"Subscription Shares" means the 8,708,334 new Ordinary Shares to
be issued by the Company pursuant to the Subscription"
"uncertificated" or "in uncertificated form" means recorded on
the register of members of the Company 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;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland; and
"United States" or "US" means the United States of America, its
territories and possessions and the District of Columbia.
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END
IOEDKNBQPBKDNPD
(END) Dow Jones Newswires
May 13, 2021 11:45 ET (15:45 GMT)
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