TIDMDDDD
RNS Number : 8410S
4d Pharma PLC
13 July 2020
THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA , CANADA ,
JAPAN , THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE
SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT AND AT THE
START OF THE APPIX.
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 4D PHARMA PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF 4D PHARMA
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, 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 AND, THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE
INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF
SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS
SECURITIES.
Unless otherwise indicated, capitalised terms in this
Announcement have the meaning given to them in the definitions
section included in the Appendix.
4D pharma plc
(the "Company" or "4D")
Placing and Subscription of New Ordinary Shares to raise
approximately GBP7.7 million
Launch of Placing by Bookbuild
4D pharma plc (AIM: DDDD), a pharmaceutical company leading the
development of Live Biotherapeutic Products ("LBPs"), announces a
proposed non pre-emptive Fundraising by way of a Placing and
Subscription of new Ordinary Shares to raise gross proceeds of
approximately GBP7.7 million. The Placing is being conducted via a
Bookbuild process.
Highlights
-- The Company intends to use the net proceeds from the
Fundraising, together with its existing financial resources,
to:
o progress opportunities in ongoing studies and clinical
development including, amongst other things, by building upon the
recently announced proof of concept data in the treatment of
certain cancers with a Live Biotherapeutic, generating data in its
COVID-19 clinical trial and advancing its novel therapeutic
strategy for neurodegenerative disease;
o strengthen the Company's balance sheet to enable it to explore
longer-term strategies, including those relating to funding,
out-licensing and potential partnering opportunities in relation to
pipeline products or for its platform; and
o fund its general working capital needs and investigate other
capital market opportunities, including options for a potential US
listing.
-- The Fundraising Shares will be issued using the authorities
conferred by shareholders at the recent AGM.
-- Proposed Placing and Subscription to raise gross proceeds of
approximately GBP 7.7 million through the issue of 21,898,400 new
Ordinary Shares at a price of 35 pence per share with new and
existing investors.
-- Following a bookbuild exercise conducted by Chardan, acting
as US placement agent, the Company has entered into Subscription
Agreements with various investors.
-- The Placing is being conducted by N+1 Singer and Bryan
Garnier, acting as Joint Brokers, and firm indications of support
of an oversubscribed Placing have already been received through a
market sounding exercise undertaken by the Joint Brokers. Placing
participations are now being confirmed against the terms and
conditions set out in the Appendix.
-- The net proceeds of the Fundraising, together with its
existing cash resources, are expected to enable the Company to
continue to fund its operations to at least four key clinical study
datapoints (as detailed below) expected in H2 2020 and Q1 2021.
-- Certain of the Directors of the Company have indicated their
intention to participate in the Fundraising by subscribing for, in
aggregate, approximately GBP510,500 for, in aggregate, 1,458,570
new Ordinary Shares.
-- The Issue Price represents a discount of 14.6 per cent to the
closing mid-market price of the Company's existing Ordinary Shares
on 10 July 2020, being the last business day prior to this
Announcement.
-- A further announcement will be made on the closing of the
Fundraising, which is expected to be later today.
-- Completion of the Fundraising is conditional, inter alia,
upon Admission which is expected to occur on or around 15 July
2020, such date to be confirmed in the announcement of the closing
of the Fundraising.
Duncan Peyton, Chief Executive Officer of 4D pharma plc,
commented:
"In 2020, 4D pharma has announced multiple key developments
which reinforce the Company's approach to the development of single
strain Live Biotherapeutics. These have included the delivery of
what we believe to be the first ever clinical signals of efficacy
in the treatment of cancer using LBPs, as well as securing
expedited approval to conduct a clinical trial in COVID-19.
In this period of economic uncertainty, 4D is pleased to
announce this injection of capital into the Company which is
indicative of the continuing strong support of existing and new
investors. This funding will enable us to ensure that we have the
best opportunity to build upon the exciting developments announced
to date this year, deliver data from our clinical studies of
multiple candidates throughout 2020 and into early 2021, and
explore further potential partnerships, all of which the Company
expects will provide value inflection points to support the Company
in implementing longer term strategic financing plans."
Further details of the Fundraising and participation by the
Directors will be set out in an announcement to be made on the
closing of the Fundraising.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing, and further information relating to the Placing and any
participation in the Placing that is described in the Appendix to
this Announcement (which forms part of this Announcement).
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 have read and understood this Announcement in its
entirety (including the Appendix), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Expected Timetable of Events
Announcement of the Fundraising 13 July 2020
Announcement of the result of the Placing 13 July 2020
Admission and commencement of dealings 8.00 a.m. on 15 July 2020
in the Fundraising Shares on AIM
Dispatch of definitive share certificates within 5 Business Days
for the Fundraising Shares in certificated of Admission
form
(1) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified to Shareholders by
announcement on a Regulatory Information Service.
(2) All of the above times, and other time references in this Announcement, refer to UK time.
For further information please contact:
4D pharma plc + 44 (0)113 895 0130
Duncan Peyton, Chief Executive Officer
ir@4dpharmaplc.com
N+1 Singer - Nominated Adviser, Joint Bookrunner
and Joint Broker +44 (0) 20 7496 3000
Aubrey Powell / Justin McKeegan / Iqra Amin
(Corporate Finance)
Tom Salvesen (Corporate Broking)
Bryan Garnier & Co. Limited - Joint Bookrunner
and Joint Broker +44 (0)20 7332 2500
Dominic Wilson / Phil Walker
Chardan - US Placement Agent
David Lederman (Equity Capital Markets) +1 646 465-9011
About 4D pharma plc
Founded in February 2014, 4D pharma plc is a world leader in the
development of Live Biotherapeutic products ("LBPs"), a disruptive
class of drug, defined by the FDA as biological products that
contain a live organism, such as a bacterium, that is applicable to
the prevention, treatment or cure of a disease. 4D has developed a
proprietary platform, MicroRx(R), that rationally identifies Live
Biotherapeutics based on a deep understanding of function and
mechanism.
4D's LBPs are orally delivered single strains of bacteria
originally isolated from the gut microbiome of healthy human
donors. The Company currently has six clinical studies in progress,
namely, a Phase I/II study of MRx0518 in combination with KEYTRUDA
(R) (pembrolizumab) in solid tumours, two Phase I clinical
biomarker studies of MRx0518 as a neoadjuvant monotherapy and in
combination with radiotherapy, a Phase I/II study of MRx-4DP0004 in
asthma, a Phase II study of MRx-4DP0004 for COVID-19 and a Phase II
study of Blautix(R) in irritable bowel syndrome (IBS).
Pre-clinical-stage programmes include novel candidates for
oncology, diseases of the central nervous system such as
Parkinson's disease, and autoimmune diseases. In addition, the
Company has a research collaboration with MSD, the tradename of
Merck & Co., Inc., Kenilworth, NJ, USA, to discover and develop
LBPs for vaccines.
For more information, refer to https://www.4dpharmaplc.com .
N+1 Singer is acting as Nominated Adviser, Joint Bookrunner and
Joint Broker and as agent of the Company for the Placing. N+1
Singer is authorised and regulated by the FCA in the United
Kingdom. N+1 Singer is acting exclusively for the Company and no
one else in connection with the Placing and N+1 Singer will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Bryan Garnier & Co, Limited is acting as Joint Bookrunner
and Joint Broker and as agent of the Company for the Placing. Bryan
Garnier is authorised and regulated by the FCA in the United
Kingdom. Bryan Garnier is acting exclusively for the Company and no
one else in connection with the Placing and Bryan Garnier will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Chardan is acting as the US Placement Agent of the Company for
the Subscription. Chardan is acting exclusively for the Company and
no one else in connection with the Subscription and Chardan will
not be responsible to anyone (including any Subscribers) other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the Subscription or any
other matters referred to in this Announcement.
Notice to distributors
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 securities 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; 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, N+1 Singer and
Bryan Garnier 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.
Basis on which information is presented
In this Announcement, references to "GBP", "pence" and "p" are
to the lawful currency of the United Kingdom and references to "$"
are to the lawful currency of the United States. All times referred
to in this Announcement are, unless otherwise stated, references to
London time.
Forward-looking statements
THIS ANNOUNCEMENT INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH
INCLUDES ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT,
INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE COMPANY AND THE
COMPANY'S BUSINESS, FINANCIAL POSITION, BUSINESS STRATEGY, PLANS
AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS INCLUDING
PROSPECTIVE DEVELOPMENT, COMMERCIALISATION AND FINANCING
ACTIVITIES, OR ANY STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT
INCLUDE THE WORDS "TARGETS", "BELIEVES", "EXPECTS", "AIMS", "INTS",
"WILL", "MAY", "ANTICIPATES", "WOULD", "COULD" OR SIMILAR
EXPRESSIONS OR NEGATIVES THEREOF. SUCH FORWARD-LOOKING STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT
FACTORS BEYOND THE COMPANY'S CONTROL THAT COULD CAUSE THE ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY OR THE
COMPANY'S BUSINESS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS,
PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE
BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY'S PRESENT AND
FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY
AND THE COMPANY'S BUSINESS WILL OPERATE IN THE FUTURE. AS A RESULT,
PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING
STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO
REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR
ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
ANNOUNCEMENT. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE
DATE OF THIS ANNOUNCEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY
OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS
TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY
CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR ANY
CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH
STATEMENTS ARE BASED UNLESS REQUIRED TO DO SO BY APPLICABLE LAW. NO
STATEMENT IN THIS ANNOUNCEMENT IS INTED TO BE A PROFIT FORECAST AND
NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN
THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE
FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL
PUBLISHED EARNINGS PER SHARE OF THE COMPANY.
Overseas Shareholders
THIS ANNOUNCEMENT IS NOT AN OFFER OR SOLICITATION FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION,
SALE OR SUBSCRIPTION WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE
SOLE DISCRETION OF THE COMPANY, THE NEW ORDINARY SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH ,
REGULATION S ("REGULATION S") UNDER THE U.S. SECURITIES ACT OF
1933, AS AMED (THE "US SECURITIES ACT") AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
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 OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN EACH CASE
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
THE NEW ORDINARY 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 ORORSED THE
MERITS OF THE SUBSCRIPTION OR THE ACCURACY OR ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
FURTHER INFORMATION
1. INTRODUCTION
The Company proposes to raise approximately GBP7.7 million
(before expenses) by way of the Placing and the Subscription. The
Issue Price represents a discount of approximately 14.6 per cent.
to the closing mid-market price of 41.0 pence per Ordinary Share on
10 July 2020 (being the last practicable date prior to the release
of this Announcement). The Fundraising Shares will be issued by the
Company using the authorities conferred by shareholders at the
Company's recent Annual General Meeting.
Application will be made to the London Stock Exchange for the
Placing Shares and the Subscription Shares to be admitted to
trading on AIM. In accordance with the conditions of the Placing
and the Subscription, subject to the terms of the Placing
Agreement, it is expected that admission to trading on AIM and
dealings in the Placing Shares and Subscription Shares will
commence on or around 15 July 2020.
This Announcement explains the background to and reasons for the
Fundraising and why the Board considers the Fundraising to be in
the best interests of the Company and its Shareholders as a
whole.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING
4D's approach to Live Biotherapeutic Products ("LBPs") is driven
by a desire to ensure that its programmes have a real possibility
of delivering safe and effective therapies, and providing solutions
to major global healthcare issues such as cancer, COVID-19 and
asthma, as well as exploring novel approaches to neurodegeneration,
which is becoming an ever-increasing burden as the global
population continues to age.
The Directors believe that recent announcements by the Company
are supportive of, and continue to validate, its single strain
approach to novel Live Biotherapeutics, having generated
first-in-class proof of concept clinical data demonstrating their
utility in the oncology setting. In addition, and in response to
the COVID-19 pandemic, the Company is one of the few companies to
have received expedited approval of a novel therapeutic to treat
COVID-19.
Highlights of some of the advances made by the Company in recent
months are set out below, with further details included in section
4 ("Recent Progress and Prospects"):
-- in oncology, the trial of MRx0518 in combination with immune
checkpoint inhibitor ("ICI") Keytruda(R) (pembrolizumab) addresses
a highly refractory population with high unmet medical need and no
standard treatment options available. To date the trial has:
-- generated first-in-class proof of concept data in metastatic renal cell carcinoma;
-- shown a demonstrable and durable signal of efficacy in a hard
to treat patient group who would not be expected to respond;
-- shown signals of efficacy in metastatic non-small cell lung
cancer ("NSCLC"), in particular in a patient with Epidermal Growth
Factor Receptor (" EGFR ") mutation, a tumour type group identified
in the literature as being poorly responsive to ICIs; and
-- demonstrated the excellent safety profile of MRx0518 with no
drug-related serious adverse events, or drug-related
withdrawals.
Preliminary data is expected in Q4 2020.
In addition, a positive interim analysis confirming non-futility
of the Phase II study of the Blautix(R) candidate for irritable
bowel syndrome (IBS) was announced in April. Enrolment for the
study is now complete and the Company expects to announce top line
results from all study subjects in H2 2020.
As 4D continues to progress its position as a leader in this
novel live biotherapeutics space, the Company intends to use the
net proceeds of the Fundraise to build on world first, proof of
concept data for an LBP in oncology to:
-- accelerate clinical development of MRx0518 through the
opening of an additional four US sites to increase the rate of
recruitment in the ongoing combination study with immune checkpoint
inhibitor Keytruda(R);
-- explore expedited regulatory pathways for MRx0518 in refractory oncology patients;
-- investigate efficacy of MRx0518 in additional cancer patient groups;
-- complete a Phase II trial of MRx-4DP0004 for COVID-19,
continue the Phase I/II study of the same LBP in poorly controlled
asthma, in combination with other long term maintenance therapy,
and explore options for its use in other diseases associated with
hyperinflammation; and
-- advance candidate MRx0029 towards a first-in-man clinical
study in neurodegenerative disease (such as Parkinson's).
The Company intends to use the net proceeds of the Fundraising
to progress ongoing trials and studies with a view to announcing
key data readouts (detailed below in section 3 ("Use of
Proceeds")). If the resulting data is positive, the Company
believes that this data will provide further material validation
for its approach to developing LBPs and also serve as potential
value accretive events for Shareholders. The Directors also expect
that such positive data, if generated, will provide a stronger
platform for attracting new investors and raising additional
capital.
With the progress reported to date, and with the additional
capital to allow the Company to deliver additional data points, the
Directors believe further interest from partners will be generated
both in the therapeutic assets themselves and in the proprietary
platform MicroRx(R). To date, the Company's progress has been
rewarded with clinical collaborations in the field of oncology and
a research collaboration and option to license agreement in the
field of vaccines with MSD (the tradename of Merck & Co., Inc,
Kenilworth, NJ USA).
In addition to seeking additional partnerships, as the Company
continues to build on its position as a leader in the field of
LBPs, the Board is evaluating longer term strategies for access to
additional capital, including investigating options for a US
listing, building on recent investor support from the US.
Although all of the above timelines and milestones are based on
the Directors' reasonable assessment of circumstances as they
currently exist, it should be noted that factors not fully in
evidence at this time could affect their assessment, including but
not limited to the effects of the COVID-19 pandemic on clinical
trial timelines.
Impact of COVID-19
Although COVID-19 has allowed the Company to expand the
potential uses of its LBPs to this disease area, it has also
impacted the pace of recruitment of some ongoing studies. The
Directors have accordingly taken certain steps to preserve the
Company's cash position, including:
-- pausing recruitment in asthma and pancreatic cancer studies
due to clinical sites being closed to new patients as a result of
the COVID-19 pandemic;
-- slowing the progress of some clinical programmes, including
sample analysis work on IBS; and
-- furloughing or reducing non-essential staff.
These mitigating actions taken by the Board have extended the
working capital position of the Company through to late 2020.
The Company is monitoring the impact of COVID-19 closely and
will continue to provide updates to Shareholders as the situation
evolves.
3. USE OF PROCEEDS
The net proceeds of the Fundraising, together with existing cash
resources, are anticipated to provide the Company with sufficient
working capital through to February 2021. During the period to this
time, the Company expects to announce the following key data
readouts:
-- Blautix(R) Phase II IBS top line results from all study
subjects (approximately 370 patients) in Q3 2020;
-- MRx-4DP0004 Phase II COVID-19 trial top line results in Q4 2020;
-- comprehensive clinical benefit data for all patients in Part
A of MRx0518 Phase I/II open-label combination study with Keytruda
(R), expected in Q4 2020; and
-- preliminary results from MRx0518 Phase I clinical biomarker
study as a neoadjuvant monotherapy in patients undergoing surgical
resection of solid tumours in H2 2020.
In addition, initial data from Part B of the MRx0518 Phase I/II
open-label combination study with Keytruda (R), will be announced
as appropriate during the period to February 2021 .
COVID-19 continues to pose delays to patient recruitment and
therefore the timelines of the above readouts are subject to
change; in the event of such changes the Company will update the
market accordingly.
Further to these readouts, the net proceeds of the Fundraising
will also be used to strengthen the Company's balance sheet to
enable it to explore longer-term strategies including those
relating to funding (including the investigation of options for a
US listing), out-licensing and potential partnering in relation to
pipeline products or platform opportunities, as well as for general
working capital purposes.
4. RECENT PROGRESS AND PROSPECTS
Over the past several years the Company has generated
pre-clinical and clinical data to support the development of safe
and efficacious novel therapeutics. The Company is now recognised
as a leader in the rapidly maturing field of microbiome-derived
therapeutics. The coupling of its ground-breaking research with its
development, manufacturing, clinical and regulatory capabilities
position the Company as an early adopter and pioneer in the use of
LBPs to treat diseases such as oncology, respiratory diseases and
neurodegeneration.
The Directors believe that the Company's recent vaccines
research collaboration and option to license agreement with MSD
(the tradename of Merck & Co., Inc, Kenilworth, NJ USA) which,
in addition to the $5 million invested in the Company by MSD (the
tradename of Merck & Co., Inc, Kenilworth, NJ USA) as part of
the February Fundraise, includes an upfront cash payment and, if
exercised, the possibility of up to $347.5 million in option
exercise and development and regulatory milestone payments for each
of up to three indications (potentially totaling over $1.04
billion), and tiered royalties on annual net sales of any licensed
products derived from the collaboration, is a validation of the
strength of the Company's research and development
capabilities.
The Company's LBPs are originally isolated from the healthy
human gut and, as a result of the expected inherently favourable
safety profiles of its LBPs, regulators have allowed the Company to
conduct first-in-man studies in individuals suffering from the
diseases of interest, as opposed to healthy volunteers.
T he Company has completed or is undertaking Phase I, Phase I/II
and Phase II clinical trials, which to date have shown its LBPs to
be safe and well tolerated in patients with a range of diseases.
This has resulted in the Company being able to generate clinically
meaningful data earlier in clinical development, in addition to
demonstration of safety and tolerability, thereby building insight
and confidence which has helped to take its programmes forward into
later stage clinical studies. Such insight also enables the design
of later-stage studies to be better informed than that of many
other types of pharmaceuticals, whose initial Phase I testing takes
place predominantly only in healthy subjects. As a result, the pace
of development of the Company's LBPs has the potential to be faster
than traditional drug modalities such as small molecules or
biologics.
Exploiting this accelerated development pathway, the Company has
been able to assess the impact of its LBP candidates on patients'
disease symptoms and generate meaningful signals of clinical
efficacy in oncology and IBS, and enabled the rapid launch of a
Phase II clinical trial in COVID-19 in response to the ongoing
global health crisis. The Company is now at a stage where its lead
programmes are in mid-stage clinical development, with a number of
important readouts from these studies anticipated later in 2020, as
summarised above.
Since the February Fundraise, and in line with the timeframe set
out in the associated announcement, the Company has reported:
-- positive safety and preliminary clinical activity results
from the MRx0518 Phase I/II combination study with Keytruda(R) from
Part A in 12 patients and progression into Part B, along with
further interim data described below;
-- positive interim analysis of the Blautix(R) Phase II study; and
-- receipt of expedited regulatory approval of a Phase II trial in COVID-19 patients.
Oncology
The trial of MRx0518 in combination with the immune checkpoint
inhibitor ("ICI") Keytruda(R) addresses a highly refractory
population with high unmet medical need and no standard treatment
options available. Given the stage of the disease, the number of
previous lines of therapy and confirmed resistance of the tumor to
ICI therapy and other established treatments, it is expected that
the response rate in this patient population would be low, circa 10
per cent or less.
Through the Company's clinical trial collaboration and drug
supply agreement with MSD (the tradename of Merck & Co., Inc,
Kenilworth, NJ USA), it is investigating the use of MRx0518 in
combination with Keytruda(R) at the University of Texas MD Anderson
Cancer Center, Houston, Texas.
The trial is focused on patients who initially derived clinical
benefit (clinical response or stable disease) from prior anti-PD-1
or anti-PD-L1 immune checkpoint therapy, but have subsequently
developed secondary resistance and progressive disease. Given the
material health challenges such hard-to-treat patients face, the
data generated so far is highly encouraging and represents the
first proof of concept data demonstrating the ability of a Live
Biotherapeutic to impact responses to cancer treatment. The
Directors believe that the positive safety and initial clinical
efficacy readouts from the first 12 patients recruited in the
study, with updates on preliminary signals of clinical efficacy
given on 17 March 2020, 11 May 2020 and 5 June 2020, show further
validation and may provide support for an accelerated development
pathway for MRx0518.
Of the 12 patients comprising Part A of the study, five
patients' tumours showed partial response or stable disease on
treatment with MRx0518 and Keytruda(R). These include three
patients achieving partial responses with radiological scans giving
evidence of tumour shrinkage of greater than 30% from baseline. The
patients remain on study after over 14 months, 12 months and 3
months, respectively.
Further, as of 10 July 2020, one patient has stable disease for
over 11 months, and one patient has stable disease and remains on
study for over 4 months. This means that, of the 12 patients in
Part A of the study, at the date of this Announcement, the
combination of MRx0518 and Keytruda(R) has currently achieved
clinical benefit (defined as a complete response or partial
response or stable disease for six months or longer) in four
patients (33 per cent), with a further patient who is still on
study with stable disease but has not yet reached six months on
study. Should this patient's stable disease be maintained for six
months or longer or convert to a clinical response, the clinical
benefit rate would be 42 per cent. The Company and MSD (the
tradename of Merck & Co., Inc, Kenilworth, NJ USA) , the study
collaborators, pre-defined the clinical benefit threshold for
success to support further investigation as 10 per cent ,
reflecting the challenges of achieving a clinical response in hard
to treat cancers in patients with advanced disease.
Of these 12 patients, seven patients were evaluated at the first
scheduled restaging scan at nine weeks, and five were withdrawn
prior to the first scheduled restaging scan due to serious adverse
effects related to disease progression. Of these five patients,
three had disease progression confirmed radiologically and two
patients were withdrawn from the study as a result of
disease-related adverse events and were not assessed
radiologically. The early withdrawals ahead of the first scheduled
restaging scan are a reflection of the challenges of treating
patients with advanced metastatic, progressive cancer and the unmet
needs of these patients.
To the best of its knowledge, the Company has, through this
data, delivered the first ever clinical signals of efficacy in the
treatment of cancer using LBPs.
The patients enrolled on this study are heavily pre-treated and
have no available therapeutic options known to provide clinical
benefit, being refractory to treatment with PD-1 / PD-L1 ICIs. The
two patients achieving partial response have had three and seven
prior lines of therapy, respectively, and both had previously shown
a response no better than stable disease to prior PD-1 checkpoint
inhibitor treatment, before developing secondary resistance and
progressive disease.
One is a patient with non-small cell lung cancer with an EGFR
mutation, a patient population acknowledged as having lower
response rates to immune checkpoint therapies.
To date, the ongoing trial of MRx0518 as a combination treatment
with Keytruda(R) has:
-- generated first-in-class proof of concept data in metastatic renal cell carcinoma;
-- shown a demonstrable and durable signal of efficacy in a hard
to treat patient group who would not be expected to respond;
-- shown signals of efficacy in metastatic non-small cell lung
cancer, in particular in a patient with EGFR mutation, a tumour
type identified in the literature as being poorly responsive to
ICIs; and
-- demonstrated the excellent safety profile of MRx0518 with no
drug-related serious adverse events, or drug-related
withdrawals.
As reported in May 2020 and July 2020, respectively, Part A of
the MRx0518 study has been successfully completed and Part B has
been initiated. Following the recent proof of concept data, the
Company is seeking to rapidly build upon this evidence by opening
four additional sites in the US to support accelerated patient
recruitment for Part B of the trial. Part B is assessing clinical
benefit in addition to safety and tolerability, and will enrol up
to an additional 30 patients per tumour type cohort.
While additional data will be required in any event, further
confirmation of the preliminary signals of activity and favorable
safety profile could support a strategy for an accelerated
regulatory approval in due course.
Building on and supporting the signals of clinical efficacy in
combination with Keytruda(R), the Directors expect initial
biomarker data from the MRx0518 Phase I monotherapy neoadjuvant
study later in 2020. This initial data may provide further evidence
relating to how MRX0518 impacts tumour immunology, which may help
inform the future clinical development strategy for MRx0518.
In addition, the Company will continue to use the MicroRx(R)
platform to discover second generation oncology candidates
exhibiting different mechanisms of action which may be applicable
to different tumour types, patient sub-populations or combination
therapies, exemplified by MRx1299 which has been shown to exhibit
histone deacetylase (HDAC) inhibitory activity. Thus, in addition
to the demonstrated signals of efficacy observed in renal cell
carcinoma and non-small cell lung cancer patients, there is ample
scope to expand use of the Company's oncology candidates into
additional indications and lines of therapy.
Respiratory Inflammatory Disease - Asthma and COVID-19
The Company's work in respiratory inflammatory disease, such as
asthma and COVID-19, is another example where the Directors believe
the Company's approach has the potential to address significant
unmet medical need.
Having identified MRx-4DP0004 as exhibiting an attractive mode
of action for the treatment of asthma, a Phase I/II clinical study
was commenced and around 20 patients were recruited, before the
COVID-19 pandemic led to a pause in recruitment imposed at trial
sites in the interests of patient safety. Due to the Company's
detailed understanding of the immunomodulatory profile of
MRx-4DP0004, supported by a comprehensive pre-clinical data
package, its potential utility in treating COVID-19 (and possibly
other respiratory infections) was quickly identified and the
Company was able to rapidly develop a strong data package
supporting a rationally designed clinical trial to evaluate
this.
4D was one of the first companies to have a novel therapeutic
approved by the UK MHRA for a trial in patients with COVID-19. The
Company has:
-- comprehensive pre-clinical evidence that MRx-4DP0004 has a
relevant mechanism of action for COVID-19; and
-- received expedited MHRA Clinical Trial Authorisation for, and
commenced, a Phase II trial in patients with COVID-19.
Preliminary data is expected in Q4 2020.
Any positive clinical data generated in patients with COVID-19
in 2020, demonstrating clinical activity and proof-of-mechanism of
MRx-4DP0004, could further support its ongoing clinical development
in asthma and potentially other respiratory infectious diseases.
The Phase I/II MRx-4DP0004 asthma trial will be restarted when the
Company is confident of being able to achieve strong patient
recruitment.
CNS and the Gut-Brain Axis
As part of the Company's strategy to pioneer novel approaches to
areas of high unmet medical need, it has sought to leverage the
gut-brain axis to treat diseases of the central nervous system.
W ith an aging global population, neurodegeneration is becoming
an increasingly significant burden on healthcare systems. The
identification of treatments, particularly those which prevent,
slow or even reverse disease progression, has also proved elusive
for the pharmaceutical industry through traditional therapeutic
approaches.
The Company has most recently focused its MicroRx(R) platform on
the gut-brain axis. This work has, so far, identified two LBP
candidates that have demonstrated an ability to address
neuro-inflammation in vitro and neurodegeneration in pre-clinical
animal models. The Company is now working to complete pre-clinical
testing and is actively investigating potential designs for
first-in-man clinical studies in this area of high unmet need.
Gastrointestinal and Autoimmune Diseases
In order to realise value in its gastrointestinal and autoimmune
programmes, the Company intends to seek partnerships to facilitate
further development of these assets. With the upcoming full data
readouts from the Phase II study of Blautix(R) in IBS expected in
Q3 2020, the Company is actively working with potential partners
with whom it could enter into a licensing transaction pursuant to
which the partner would lead the global development and
commercialisation of Blautix(R), with the Company providing support
to the clinical and manufacturing functions.
Summary Outlook
As set out in section 3 ( "Use of Proceeds"), the Company
anticipates a number of key clinical data readouts over the coming
months as well as commencing additional activities described by
indication or programme above in this section 4.
The Board is encouraged by the Company's progress to date in
multiple programmes, in particular the proof of concept data from
the MRx0518 Phase I/II combination study with Keytruda (R) which
not only builds towards a potential first-in-class oncology
therapeutic, but also validates the Company's approach to Live
Biotherapeutics more broadly. If the data from ongoing and planned
studies is positive, the Company believes that this will provide
further material validation for its approach to developing LBPs and
also serve as potential value accretive events for
Shareholders.
The Directors also expect that such positive data, if generated,
will provide a stronger platform for attracting new investors and
raising additional capital, as well as providing further
opportunities to expand its pipeline and platform partnerships
through licensing and other collaborations.
The Board considers, based on the latest available information,
that the net proceeds of the Fundraising, together with its
existing resources, are sufficient to provide working capital to
fund the Company until February 2021.
The Fundraising will also provide the Company with further
capital to develop clinical and commercial opportunities and to
mitigate for potential issues caused by the COVID-19 pandemic. T he
Company has also begun to evaluate longer term strategic
opportunities with regards to the US capital markets, although no
decision has been made in this regard. Further updates will be made
as appropriate.
5. THE FUNDRAISING
The Company proposes to raise approximately GBP7.7 million
(before expenses) through the issue and allotment, conditional on
Admission, of the Fundraising Shares. The Issue Price of 35 pence
per share represents a discount of approximately 14.6 per cent. to
the closing mid-market price of 41.0 pence per Ordinary Share on 10
July 2020 (being the last practicable date prior to the release of
this Announcement). The Fundraising Shares will be issued by the
Company using the authorities conferred by shareholders at the
Company's recent Annual General Meeting.
The Fundraising Shares will represent approximately 16.7 per
cent. of the Enlarged Share Capital (assuming 21,898,400
Fundraising Shares are issued) and will rank pari passu with the
Existing Ordinary Shares. The Placing is not being
underwritten.
Placing
Pursuant to the terms of the Placing Agreement, N+1 Singer and
Bryan Garnier, as agents for the Company, have agreed to use their
reasonable endeavours to procure Placees for the Placing Shares at
the Issue Price.
The Placing Agreement contains warranties from the Company in
favour of N+1 Singer and Bryan Garnier (the "Joint Bookrunners") in
relation to, inter alia, the accuracy of the information in the
Placing Documents, the sufficiency of working capital to February
2021 (in lieu of the customary 12-month working capital
sufficiency) and certain other matters relating to the Company and
its business. In addition, the Company has agreed to indemnify the
Joint Bookrunners in relation to certain liabilities they may incur
in respect of the Placing.
The Joint Bookrunners have the right, after having to the extent
reasonably practicable in the circumstances consulted with the
Company, to terminate the Placing Agreement in certain
circumstances, in particular in the event of a breach of the
warranties.
The Placing Agreement is conditional, inter alia , upon (i) it
not being terminated prior to Admission, (ii) it being otherwise
unconditional in all respects, (iii) the Subscription Agreements
not having lapsed or been terminated and having been completed in
accordance with their terms, subject only to Admission, and (iv)
Admission taking place no later than 8.00 a.m. on 15 July 2020 (or
such later time and/or date as the Joint Bookrunners and the
Company may agree, not being later than 8.00 a.m. on 30 July
2020).
The Placing Shares , when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares in issue at that
time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
The Placing is not being underwritten .
Subscription
Certain investors have entered into Subscription Agreements with
the Company to subscribe for, in aggregate, 5,090,784 new Ordinary
Shares, conditional on Admission, at the Issue Price, thereby
raising a further GBP1.78 million (before expenses) based on an
exchange rate of GBP0.7919= $1.
The Subscription Shares represent approximately 4.6 per cent. of
the current issued share capital of the Company and will , when
issued and fully paid, rank pari passu in all respects with the
Existing Ordinary Shares in issue at that time, including the right
to receive all dividends and other distributions declared, made or
paid after the date of Admission.
Admission of the Fundraising Shares
Application will be made to the London Stock Exchange for the
Fundraising Shares to be admitted to trading on AIM. Subject to the
terms of the Placing Agreement and in accordance with the
conditions of the Placing and the Subscription, it is expected that
admission to trading on AIM and dealings in the Fundraising Shares
will commence on or around 15 July 2020.
6. RELATED PARTY TRANSACTIONS
Steve Oliveira's shareholding in the Company, when aggregated
with that of South Ocean Capital Management, LLC and South Ocean,
LLC (entities controlled by Steve Oliveira), is approximately 10.4
per cent of the issued share capital of the Company. As such, Steve
Oliveira is classified as a substantial shareholder in the
Company.
South Ocean Capital Management, LLC and a further entity
controlled by Steve Oliveira, Nemean Asset Management, LLC are
subscribing for, in aggregate, 4,525,142 Subscription Shares,
representing approximately 20.7 per cent of the Fundraising Shares.
In accordance with Rule 13 of the AIM Rules for Companies, this
subscription represents a related party transaction. The Directors
of the Company, having consulted with N+1 Singer, the Company's
Nominated Adviser, consider the participation in the Subscription
by Steve Oliveira through Nemean Asset Management, LLC to be fair
and reasonable insofar as shareholders are concerned.
As a demonstration of their belief in the prospects of the
Company and support of its strategy, certain Directors are expected
to participate in the Fundraising by subscribing for, in aggregate,
approximately GBP510,500 for, in aggregate, 1,458,570 new Ordinary
Shares.
7. RISK FACTORS
The Company operates within a complex regulatory environment,
which is subject to change. The nature of LBP development exposes
the Company to a number of additional risks and uncertainties which
could affect our ability to meet our strategic goals, our business
model and our operating environment.
The Company sets out its Company and market specific risk
factors on a continual basis in its annual reports, which
supplement the risk factors set out in its original admission
document. The Company's most recently published annual report is
that for the year to 31 December 2019, which is available on the
Company's website: https://
www.4dpharmaplc.com/en/investors/reports-presentations
Some additional risk factors in relation to the Fundraising are
set out below. Although this list does not purport to be
comprehensive, it represents, in the Board's view, the principal
additional risks and areas of uncertainty that the Company will
face following completion of the Fundraising. Shareholders should
take independent advice if they wish to consider the suitability of
these risks with regard to their own particular circumstances and
investment criteria.
Insufficient level of working capital in the event that clinical
data and future prospects of LBP candidates fail to meet management
expectations
While the Directors are confident in the prospects of the
expected results of the clinical trials of the Company's LBP
candidates, there can be no guarantee that investors or prospective
partners will take the same view on an announcement of the results
of a clinical trial. In such event, and in the absence of MSD
triggering one or more of its options under the research
collaboration and option to license agreement or another platform
deal being agreed with MSD or another partner, the Directors would
need to consider rapidly alternative strategic options. Such
options would include the sale of the Company's platform technology
and/or programmes in the near future, or the Company entering into
liquidation or administration. Furthermore, if no alternative
sources of funding are available at the appropriate time, the
Company will need to stop its ongoing research and development
activities.
Access to further capital and dilution
Due to the nature of drug development, and despite the positive
development of, and potential future milestone payments from, the
collaboration agreement with MSD to develop LBPs for vaccines using
the Company's platform, the Company is likely to require additional
funds for operating expenses and capital expenditure requirements.
Accordingly, the Company is likely to need to engage in public or
private equity financings or by raising debt securities convertible
into Ordinary Shares, or rights to acquire these securities to
secure additional funds. Further, the rights, preferences and
privileges attaching to new securities issued in future could be
superior to those of the Ordinary Shares.
If the Company is unable to raise capital when needed, or on
attractive terms, it may need to delay, reduce or close the
Company's research and development programmes or any future
commercialisation efforts.
Third-party patents could limit the Group's freedom to
operate
A third-party patent could be granted that affects the Company's
technology or one of its products. This could lead to us having to
negotiate a licence, seeking to revoke the patent in legal
proceedings, or even being unable to commercialise the future
product, materially affecting future revenues.
Product development in a breakthrough technology could encounter
unforeseen delays to programmes
LBPs are a novel and emerging technology; neither the Company
nor anyone else has taken an LBP through development and regulatory
approval to the marketplace. The Company is currently working on a
number of wholly owned development programmes in our pipeline
which, subject to funding and successful development, will provide
the Group with self- commercialisation, co-commercialisation,
out-licensing or other commercialisation opportunities. Failure to
complete sufficient development activities (including but not
limited to the enrollment of patients into clinical studies in
accordance with planned timetables and costings) may impact on the
Group's ability to bring products to market, whether with partners
or independently. Such impact would affect the timings of future
revenues, may require additional funding and hinder the Group's
ability to deliver its strategic goals.
Failure to gain regulatory approval
The biotechnology and pharmaceutical markets are highly
regulated by government authorities in the UK, the US and Europe.
These regulatory requirements are a major factor in determining
whether a substance can be developed into a marketable product and
the amount of time and cost associated with such development. Even
if the Company's products are approved, they may still face
subsequent regulatory difficulties which could result in
commercialisation delays negatively impacting future revenues.
COVID-19 and other pandemics
The global SARS-Cov-2 OR 'COVID-19' pandemic has caused
unprecedented disruption to an increasingly inter-connected global
economy. Almost every sector has been impacted, including the
pharmaceutical industry. In addition to government-enforced
lockdown measures disrupting the day-today activities of the Group,
COVID-19 has impacted clinical trial timelines as non-essential
patient visits to study sites are cancelled or postponed. The steps
taken by the Company to address the pandemic are detailed in
Section 2 of this Announcement.
Competition
The Company has a differentiated approach to the discovery and
development of LBPs. However, a number of other companies are also
developing microbiome-targeted therapeutics, some in indications
overlapping with our current programmes. The Company may therefore
face direct competition from other microbiome therapeutics in some
markets. Indirect competition in our markets from other types of
drugs may impact the approval, uptake and commercial success of our
products.
Exchange Rate movements
Although the Company reports its results in Sterling, a
significant proportion of its operations trade in local currency
and, as such, the Group has a large exposure to the Euro and the US
Dollar. Fluctuations in these currencies could therefore impact the
Sterling operating costs and, as a result, adversely impact the
cash flows of the Group.
Brexit
On 31 January 2020 the UK left the European Union and began its
11-month transition period. The UK's relationship with the EU
following this transition period could have a significant impact on
the way the Group operates, in terms of its foreign subsidiaries,
overseas suppliers and potential future revenue streams. At the
moment the Company cannot be certain of the impact that Brexit will
have on trade tariffs, taxation, the nature of international trade
(including access to trade) and the exchange rate. These factors
can affect the relative costs of the Group and could have an impact
on future planning.
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT NOTICE
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") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, INCLUDING BY
DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II)
ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. 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. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH
INCLUDES ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT,
INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE COMPANY AND THE
COMPANY'S BUSINESS', FINANCIAL POSITION, BUSINESS STRATEGY, PLANS
AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS INCLUDING
PROSPECTIVE DEVELOPMENT AND COMMERCIALISATION ACTIVITIES, OR ANY
STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS
"TARGETS", "BELIEVES", "EXPECTS", "AIMS", "INTS", "WILL", "MAY",
"ANTICIPATES", "WOULD", "COULD" OR SIMILAR EXPRESSIONS OR NEGATIVES
THEREOF. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE
COMPANY'S CONTROL THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS OF THE COMPANY OR THE COMPANY'S BUSINESS TO BE
MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS
ASSUMPTIONS REGARDING THE COMPANY'S PRESENT AND FUTURE BUSINESS
STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY AND THE
COMPANY'S BUSINESS WILL OPERATE IN THE FUTURE. AS A RESULT,
PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING
STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO
REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR
ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
ANNOUNCEMENT. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE
DATE OF THIS ANNOUNCEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY
OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS
TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY
CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR ANY
CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH
STATEMENTS ARE BASED UNLESS REQUIRED TO DO SO BY APPLICABLE LAW. NO
STATEMENT IN THIS ANNOUNCEMENT IS INTED TO BE A PROFIT FORECAST AND
NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN
THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR
FUTURE
FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL
PUBLISHED EARNINGS PER SHARE OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OR SOLICITATION FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION,
SALE OR SUBSCRIPTION WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE
SOLE DISCRETION OF THE COMPANY, THE NEW ORDINARY SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH ,
REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
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, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN EACH CASE
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
THE NEW ORDINARY 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 ORORSED 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.
EACH PLACEE AND SUBSCRIBER SHOULD CONSULT WITH ITS ADVISERS AS
TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW
ORDINARY SHARES.
The distribution of this Announcement, any part of it or any
information contained in it, and/or the Placing and/or the issue of
the Placing Shares in certain jurisdictions may be restricted by
law in certain jurisdictions. No action has been taken by the
Company, the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Any person into whose possession this
Announcement, any part of it or any information contained in it,
comes are required by the Company and the Joint Bookrunners to
inform themselves about and to observe any such restrictions.
No representation or warranty, express or implied, is made or
given by or on behalf of the Joint Bookrunners or any of their
respective affiliates or any of such persons' directors, officers
or employees or any other person as to the accuracy, completeness
or fairness of the information or opinions contained in this
Announcement and no liability whatsoever is accepted by the Joint
Bookrunners or any of such persons' affiliates, directors, officers
or employees or any other person for any loss howsoever arising,
directly or indirectly, from any use of such information or
opinions or otherwise arising in connection therewith.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be , registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada , Japan or the Republic of South Africa or any other
jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
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. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
(a) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners have been given to the offer
or resale; and
(b) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3. 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,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. 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 Appendix;
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing, the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in the Placing
Documents and any information publicly announced through a RIS by
or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to
any further terms set forth in the Form of Confirmation sent to
Placees by Bryan Garnier and N+1 Singer respectively to confirm
their subscription for Placing Shares.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company or any other person and neither of
the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or
shall have any liability for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement. 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. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
N+1 Singer and Bryan Garnier are acting as joint bookrunners in
connection with the Placing and have today entered into the Placing
Agreement with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, the Joint
Bookrunners, as agents for and on behalf of the Company, have
severally (and not jointly or jointly and severally) agreed to use
their respective reasonable endeavours to procure placees for the
Placing Shares at the Issue Price.
The final number of Placing Shares at the Issue Price will be
set out in an allocation schedule agreed between the Joint
Bookrunners and the Company following the Bookbuild ("Allocation
Schedule"). The Placing is not being underwritten by the Joint
Bookrunners.
Neither the Placing nor the Subscription are being underwritten
by the Joint Bookrunners.
The Placing Shares will, when issued, be credited as fully paid
up and will rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all claims, liens, charges, encumbrances
and equities.
The Placing Agreement contains warranties from the Company in
favour of the Joint Bookrunners in relation to, inter alia, the
accuracy of the information in the Placing Documents, the
sufficiency of working capital to February 2021 (in lieu of the
customary 12-month working capital sufficiency) and certain other
matters relating to the Company and its business. In addition, the
Company has agreed to indemnify the Joint Bookrunners in relation
to certain liabilities they may incur in respect of the
Placing.
The Joint Bookrunners have the right, after having to the extent
reasonably practicable in the circumstances consulted with the
Company, to terminate the Placing Agreement in certain
circumstances, in particular in the event of a breach of the
warranties.
The Placing Agreement is conditional, inter alia, upon (i) it
not being terminated prior to Admission, (ii) it being otherwise
unconditional in all respects, (iii) the Subscription Agreements
not having lapsed or been terminated and having been completed in
accordance with their terms, subject only to Admission, and (iv)
Admission taking place no later than 8.00 a.m. on 15 July 2020 (or
such later time and/or date as the Joint Bookrunners and the
Company may agree, not being later than 8.00 a.m. on 30 July
2020).
The Placing Shares will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares in issue at
that time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
The Placing is not being underwritten.
Application for listing and admission to trading
Application will be made to the London Stock Exchange plc for
admission the Fundraising Shares to trading on AIM.
It is expected that Admission will occur at or before 8.00 a.m.
on 15 July 2020 (or such later time and/or date as the Joint
Bookrunners may agree with the Company but in any event not later
than 8.00am on 30 July 2020) and that dealings in the Fundraising
Shares will commence at that time.
Bookbuild
This Announcement 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.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. N+1 Singer (either through itself or through any of its
affiliates) is acting as joint bookrunner and joint broker to the
Placing as agent for and on behalf of the Company. N+1 Singer is
authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of N+1 Singer or for
providing advice in relation to the matters described in this
Announcement.
2. Bryan Garnier (either through itself or through any of its
affiliates) is acting as joint bookrunner and joint broker to the
Placing as agent for and on behalf of the Company. Bryan Garnier is
authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Bryan Garnier or for
providing advice in relation to the matters described in this
Announcement.
3. The Joint Bookrunners are arranging the Placing severally,
and not jointly or jointly and severally, as joint bookrunners and
placing agents of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by either of the Joint Bookrunners. Each of the
Joint Bookrunners may itself agree to be a Placee in respect of all
or some of the Placing Shares or may nominate any member of its
group to do so.
4. The number of Placing Shares will be agreed by the Joint
Bookrunners (in consultation with the Company) following completion
of the Bookbuild. Subject to the finalisation of the Allocation
Schedule, the Issue Price and the number of Placing Shares to be
issued will be announced on an RIS following the completion of the
Bookbuild via the Result of Placing Announcement.
5. Allocations of the Placing Shares will be determined by the
Company after consultation with the Joint Bookrunners (the proposed
allocations having been supplied by the Joint Bookrunners to the
Company in advance of such consultation). Subject to the
finalisation of the Allocation Schedule, allocations will be
confirmed orally by the Joint Bookrunners and a Form of
Confirmation will be despatched as soon as possible thereafter. A
Bookrunner's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee), in favour of the Joint Bookrunners
and the Company, to acquire the number of Placing Shares allocated
to it and to pay the Issue Price in respect of such shares on the
terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. Except with the
relevant Joint Bookrunner's consent, such commitment will not be
capable of variation or revocation after the time at which it is
submitted. Each Placee's allocation and commitment will be
evidenced by a Form of Confirmation issued to such Placee by the
relevant Joint Bookrunner. The terms of this Appendix will be
deemed incorporated in that Form of Confirmation.
6. 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".
7. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
8. By participating in the Placing, each Placee agrees 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.
9. To the fullest extent permissible by law, neither of the
Joint Bookrunners, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of the Placing. Each
Placee acknowledges and agrees that the Company is responsible for
the allotment of the relevant Fundraising Shares to the Placees and
the Joint Bookrunners and their affiliates shall have no liability
to the Placees for the failure of the Company to fulfil those
obligations. In particular, none of the Joint Bookrunners, nor any
of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
the Joint Bookrunners' conduct of the Placing following the close
of the Bookbuild.
10. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
11. All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
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 Joint Bookrunners' obligations under the Placing
Agreement are conditional on customary conditions, including
(amongst others) (the "Conditions"):
-- the Subscription Agreements not being terminated prior to
Admission of the Subscription Shares and having become
unconditional in all respects;
-- the Placing Agreement not being terminated prior to Admission
of the Placing Shares and becoming unconditional in all respects;
and
-- Admission of the Placing Shares having become effective on or
before 8.00 a.m. on 15 July 2020 (or such later date and/or time as
the Company, N+1 Singer and Bryan Garnier may agree, being no later
than 30 July 2020).
The Joint Bookrunners (if they both agree) may, at their
discretion and upon such terms as they think fit, waive compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the Conditions or extend the time or
date provided for fulfilment of any such Conditions in respect of
all or any part of the performance thereof. The condition in the
Placing Agreement relating to Admission taking place may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Joint Bookrunners by the relevant time or
date specified (or such later time or date as the Company and the
Bookrunners may agree); or (ii) the Placing Agreement is terminated
in the circumstances specified below under "Right to terminate
under the Placing Agreement", 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 it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither of the Joint Bookrunners, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
Condition to the Placing, nor for any decision they may make as to
the satisfaction of any Condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Right to terminate under the Placing Agreement
Each of the Joint Bookrunners is entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including (amongst other
things):
1. where there has been a breach by the Company of any of the
warranties or undertakings contained in the Placing Agreement or
any other provision of the Placing Agreement;
2. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by the Joint Bookrunners;
3. the occurrence of a material adverse change or certain force majeure events; or
4. if any matter has arisen before Admission which might
reasonably be expected to give rise to an indemnity claim under the
Placing Agreement.
Upon termination, 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, each Placee agrees that (i) the
exercise by either of the Joint Bookrunners of any right of
termination or of any other discretion under the Placing Agreement
shall be within the absolute discretion of such Bookrunner and that
it need not make any reference to, or consult with, Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise or failure to so exercise and (ii) its
rights and obligations terminate only in the circumstances
described above under "Right to terminate under the Placing
Agreement" and "Conditions of the Placing", and its participation
will not be capable of rescission or termination by it after oral
confirmation by the Joint Bookrunners of the allocation and
commitments following the close of the Bookbuild.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BJL5BR07) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited, subject to
certain exceptions. The Joint Bookrunners reserve the right to
require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that they may 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 to be allocated
Placing Shares in the Placing will be sent a Form of Confirmation
in accordance with the standing arrangements in place with the
relevant Bookrunner stating the number of Placing Shares allocated
to them at the Issue Price, the aggregate amount owed by such
Placee to the Bookrunner and settlement instructions. 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 in respect of the Placing
Shares that it has in place with the relevant Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the relevant Bookrunner as agent for the Company and
the relevant Bookrunner will enter its delivery instruction into
the CREST system. 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 in respect of the Placing Shares
will take place on 15 July 2020 on a delivery versus payment
basis.
Interest is chargeable daily on payments not received from
Placees in respect of their confirmed allocations on the due date
in accordance with the arrangements set out above at the rate of
two percentage points above LIBOR as determined by the Joint
Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Bookrunner may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for the Joint Bookrunners' account
and benefit, 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 will be required to bear any stamp duty or stamp duty
reserve tax or other taxes or duties (together with any interest or
penalties) imposed in any jurisdiction which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Form of
Confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
issued 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
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer 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), neither of the Joint
Bookrunners nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Bookrunners (in their capacity as bookrunners and
placing agents of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application
for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it 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 the
Placing, the Company, the Placing Shares, or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM and that
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. None of the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and the Joint Bookrunners on an
after-tax basis in respect of any Indemnified Taxes;
4. neither of the Joint Bookrunners nor any of their respective
affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person (other than the
relevant Bookrunner) in connection with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
8. no prospectus or other offering document is required under
the Prospectus Directive, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares, and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
9. in connection with the Placing, the Joint Bookrunners and any
of their affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing
Shares in the Company and any 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 the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to each
of the Joint Bookrunners or any of their affiliates acting in such
capacity;
10. each of the Joint Bookrunners and their affiliates may enter
into financing arrangements and swaps with investors in connection
with which each of the Joint Bookrunners and any of their
affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares;
11. the Joint Bookrunners do not intend to disclose the extent
of any investment or transactions referred to in paragraphs 9 and
10 above otherwise than in accordance with any legal or regulatory
obligation to do so;
12. the Joint Bookrunners do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of any of the Joint Bookrunners in
connection with its participation in the Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing
the protections afforded to their respective clients or customers
or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither the Joint Bookrunners nor
their respective affiliates agents, directors, officers or
employees nor any person acting on behalf of any of them is
responsible for or has or shall have any liability for any
information, representation or statement contained in, or omission
from, this Announcement, the Publicly Available Information or
otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
15. (a) the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by any of the Joint Bookrunners or the Company nor
any of their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
the Placing Documents, or the Publicly Available Information or
otherwise;
(c) none of the Joint Bookrunners, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material or information
regarding the Placing Shares, or the Company or any other person
other than the information in the Placing Documents or the Publicly
Available Information nor has it requested any of the Joint
Bookrunners, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information; and
(d) neither of the Joint Bookrunners or the Company will be
liable for any Placee's decision 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;
16. it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of their affiliates or any person
acting on their behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and none
of such persons has made any representation, express or implied,
with respect to the Company, the Placing, the Placing Shares, or
the accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
17. in making any decision to subscribe for Placing Shares
it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to the Joint Bookrunners for all or part of
any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the
Placing Shares;
(e) has no need for liquidity with respect to its investment in
the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
18. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or the Joint
Bookrunners 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);
20. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in the Joint Bookrunners, the Company or any of
their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
21. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of each
Bookrunner as its agent for the purpose 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 for which it agrees to subscribe for upon the terms
of this Announcement;
23. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of Australia, Canada, Japan or the Republic of South
Africa, or any state, province, territory or jurisdiction
thereof;
24. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction in which it would be unlawful to
do so and no action has been or will be taken by any of the
Company, the Joint Bookrunners or any person acting on behalf of
the Company or the Joint Bookrunners that would, or is intended to,
permit a public offer of the Placing Shares in Australia, Canada,
Japan or the Republic of South Africa or any country or
jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
25. unless otherwise specifically agreed with the Joint
Bookrunners, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, Australia,
New Zealand, Japan, the Republic of South Africa or any province or
territory of Canada;
26. it may be asked to disclose in writing or orally to the
Joint Bookrunners:
(c) if he or she is an individual, his or her nationality; or
(d) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
27. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares (i) is, and at the
time the Placing Shares are subscribed for will be, located outside
the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S under the US Securities Act ("Regulation S"); (ii) is
not subscribing for and/or purchasing Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S;
28. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold, transferred or
delivered, directly or indirectly, or resold in or into or from the
United States except pursuant to an effective registration under
the US Securities Act, or pursuant to an exemption from the
registration requirements of the US Securities Act and in each case
in accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the US Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares;
29. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale,
resale, transfer, delivery or distribution thereof, directly or
indirectly into the United States;
30. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person in the
United States;
31. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing, it is a
Qualified Investor;
32. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Directive;
33. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares subscribed for
by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in a member state of the EEA which has
implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to each proposed offer or
resale;
34. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
35. it has not offered or sold and 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
FSMA;
36. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by either Bookrunner in its capacity as an authorised
person under section 21 of the 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;
37. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR in respect of anything done in, from or otherwise involving,
the United Kingdom);
38. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
39. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 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, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
40. in order to ensure compliance with the Regulations, each
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the relevant
Bookrunner or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at the relevant Bookrunner's absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form, may be delayed at the relevant
Bookrunner's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request
for verification of identify the relevant Bookrunner (for itself
and as agent on behalf of the Company) or the Company's registrars
have not received evidence satisfactory to them, either the
relevant Bookrunner and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
41. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
42. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Joint Bookrunners may in their sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Issue Price and the
number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares;
43. any money held in an account with the relevant Joint
Bookrunners on behalf of the Placee and/or any person acting on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the FSMA.
Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence
this money will not be segregated from the relevant Bookrunner's
money in accordance with the client money rules and will be held by
it under a banking relationship and not as trustee;
44. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
45. none of the Joint Bookrunners, nor any of their respective
affiliates, nor any person acting on behalf of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
46. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
a. used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
b. used that inside information to encourage, require, recommend
or induce another person to deal in the securities of the Company
or financial instruments related thereto or to cancel or amend an
order concerning the Company's securities or such financial
instruments; or
c. disclosed such information to any person, prior to the
information being made publicly available;
47. the rights and remedies of the Company and the Joint
Bookrunners under the 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; and
48. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or the Joint Bookrunners 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as each of the Joint Bookrunners and
are irrevocable. The Joint Bookrunners, the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each
prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and the Joint Bookrunners 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this
Announcement or incurred by the Joint Bookrunners, the Company or
each of their respective affiliates, agents, directors, officers or
employees arising from the performance of the Placees' obligations
as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as 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 also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there 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 or
duties may be payable, for which neither the Company nor the Joint
Bookrunners will be responsible and the Placees shall indemnify the
Company and the Joint Bookrunners on an after-tax basis for any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or the Joint Bookrunners in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Joint
Bookrunners accordingly. Placees are advised to consult with their
own advisers regarding the tax aspects of the subscription for
Placing Shares.
The Company and the Joint Bookrunners are not liable to bear any
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of any country in the EEA. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Joint Bookrunners and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Joint
Bookrunners and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
DEFINITIONS
The following definitions apply in this Appendix to this
Announcement, and as the context shall admit, in the
Announcement:
Admission admission of the Placing Shares
and the Subscription Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
AGM the most recent annual general
meeting of the Company held
on 30 June 2020
AIM AIM, a market operated by London
Stock Exchange plc
AIM Rules the AIM Rules for Companies
published by the London Stock
Exchange
Announcement this Announcement, including
this Appendix and the terms
and conditions set out herein
Board or Directors the directors of 4D pharma plc,
being Axel Glasmacher, Duncan
Peyton, Alex Stevenson, David
Norwood, Ed Baracchini and Sandy
Macrae
Bookbuild or Bookbuilding the offering of Placing Shares
to Placees by way of bookbuild
by N+1 Singer and Bryan Garnier
as agents for the Company
Bryan Garnier Bryan, Garnier & Co. Limited,
the Company's joint broker
Business Day a day (other than a Saturday,
Sunday or public holiday) when
banks are usually open for business
in London
certificated or in certificated in relation to a share or other
form security, a share or other security
that is not in uncertificated
form and not in CREST
Chardan Chardan Capital Markets, LLC.
Company or 4D 4D pharma plc registered in
England and Wales under number
08840579 whose registered office
is at 9 Bond Court, Leeds LS1
2JZ
CREST the relevant system (as defined
in the CREST Regulations) for
paperless settlement of share
transfers and the holding of
shares in uncertificated form
(in respect of which Euroclear
is the operator)
CREST Regulations the Uncertificated Securities
Regulations 2001 (SI 2001-No.
3775), as amended
EEA European Economic Area
EGFR Epidermal Growth Factor Receptor
Enlarged Share Capital the issued share capital of
the Company following Admission,
as enlarged by the issue of
the Fundraising Shares
Euroclear UK & Ireland Euroclear UK & Ireland Limited
Existing Ordinary Shares the 109,493,842 Ordinary Shares
in issue at the date of this
Announcement
FCA the Financial Conduct Authority
February Fundraise the subscription and placing
of Ordinary Shares announced
by the Company on 18 February
2020
Form of Confirmation the form of confirmation or
contract note made between Bryan
Garnier or N+1 Singer (as the
case may be) and the Placees
which incorporate by reference
the terms and conditions of
the Placing contained in this
Announcement
FSMA the Financial Services and Markets
Act 2000 (as amended)
Fundraising together, the Placing and the
Subscription
Fundraising Shares the up to 21,898,400 new Ordinary
Shares to be issued and allotted
pursuant to the Fundraising
(being the Placing Shares and
the Subscription Shares)
Group the Company and its existing
subsidiaries and subsidiary
undertakings
Issue Price the price of 35 pence per new
Ordinary Share
Joint Bookrunners N+1 Singer and Bryan Garnier
Joint Brokers N+1 Singer and Bryan Garnier
LBP live biotherapeutic product
London Stock Exchange London Stock Exchange plc
MAR the EU Market Abuse Regulation
(2014/596/EU)
MHRA UK Medicines and Healthcare
products Regulatory Agency
MSD MSD (the tradename of Merck
& Co., Inc, Kenilworth, NJ USA)
N+1 Singer Nplus1 Singer Capital Markets
Limited, acting as the Company's
joint broker and its associate,
Nplus1 Singer Advisory LLP,
acting as the Company's nominated
adviser
Nominated Adviser Nplus1 Singer Advisory LLP
NSCLC non-small cell lung cancer
Ordinary Share(s) ordinary shares of 0.25 pence
each in the capital of the Company
Placees subscribers for Placing Shares
in the Placing
Placing the conditional placing by the
Joint Bookrunners, as agents
of the Company, of the Placing
Shares to Placees at the Issue
Price
Placing Agreement the conditional agreement dated
13 July 2020 between the Company,
N+1 Singer and Bryan Garnier
in connection with the Placing
Placing Documents this Announcement and the Result
of Placing Announcement, and
any other announcement made
through a RIS relating to the
Fundraising
Placing Shares the 16,807,616 new Ordinary
Shares to be issued conditional
on, inter alia, Admission in
connection with the Placing,
including expected participation
by certain Directors
Qualified Investors persons in member states of
the EEA who are qualified investors
within the meaning of Article
2(1)(e) of Directive 2003/71/EC,
as amended from time to time,
including by Directive 2010/73/EC
to the extent implemented in
the relevant member state and
includes any relevant implementing
directive measure in any member
state and, in the United Kingdom,
persons who (i) have professional
experience in matters relating
to investments who fall within
Article 19(50 of the Financial
Services and Markets Act 2000
(Financial Promotion) Order
2005, as amended (ii) are persons
falling within Article 49920(a)
to (d) of that Order, or (iii)
are persons to whom it may lawfully
be communicated
Regulation S Regulation S under the US Securities
Act
Result of Placing Announcement the press announcement giving
the results of the Placing and
the Subscription
Restricted Jurisdictions the United States, Australia,
Canada, Japan, New Zealand and
the Republic of South Africa
RIS shall have the same meaning
as in the AIM Rules
Shareholders holders of Ordinary Shares
Subscribers the subscribers for new Ordinary
Shares pursuant to the Subscription
Agreements
Subscription the subscription by the Subscribers
Subscription Agreements the agreements dated 13 July
2020 between the Company and
the individual Subscribers relating
to the Subscription
Subscription Shares the 5,090,784 new Ordinary Shares
to be issued in connection with
the Subscription
uncertificated a share or other security recorded
on the relevant register of
the share or security concerned
as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST
United States or US the United States of America,
its territories and possessions,
any state of the United States
and the District of Columbia
US Securities Act the US Securities Act of 1933,
as amended
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEMZGMNMFGGGZM
(END) Dow Jones Newswires
July 13, 2020 07:13 ET (11:13 GMT)
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