TIDMAVCT
RNS Number : 0675T
Avacta Group PLC
15 July 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA IN WHOLE OR IN PART, OR ANY
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS
PROHIBITED.
15 July 2015
Avacta Group plc
("Avacta", the "Company" or the "Group")
Conditional Placing to Raise up to GBP22.0 Million
Funding to accelerate the development of Affimers as a new
bio-therapeutic platform
-- Addressing a c.$85 billion market opportunity
-- Affimers are an engineered alternative to antibodies that:
o Address the performance limiting factors of antibodies;
and
o Have competitive advantages in many applications
-- Strategy focused on developing a pipeline of therapeutic
Affimer assets whilst accelerating Affimers into the clinic with
partners and through an in-house development programme
Avacta Group plc (AIM: AVCT), the global provider of proprietary
diagnostic tools, consumables and reagents for life sciences,
announces today that it has raised, subject to certain conditions,
up to GBP22.0 million (before expenses) by way of a placing of up
to 1,760,000,000 new Ordinary Shares with both new and existing
institutional shareholders at a price of 1.25 pence per Ordinary
Share. The Placing Price represents an approximate 2.0 per cent.
discount to the Closing Price of 1.275 pence per Ordinary Share on
14 July 2015 (being the last Business Day prior to the announcement
of the Placing). A copy of the circular and the Notice of General
Meeting to amongst other things approve the Placing will be posted
later today and will also be available from the Company's website
at: www.avacta.com.
The net proceeds of the Placing of approximately GBP21.0 million
will be used to accelerate the Group's development of the Affimer
technology as a bio-therapeutic platform, to continue the
development of the Group's current therapeutic Affimer assets, to
initiate several more in-house pre-clinical drug development
programmes and to develop a small range of platform technologies
for half-life extension, targeting and combination therapies.
Alastair Smith, Chief Executive of Avacta, commented: "We have
made excellent progress in demonstrating the potential of the
Affimer technology as a bio-therapeutic platform to rival
antibodies. We believe our proprietary Affimer technology has
significant competitive advantages that address the limitations of
antibodies and other non-antibody protein scaffolds which suggests
that they have the potential to become a leading alternative
bio-therapeutic platform. This fundraising will allow us to
resource the development of Affimers as therapeutics, in addition
to the ongoing development and commercialisation of Affimers as
research reagents, and we thank our existing investors for their
continuing support and welcome a number of new investors."
The Placing Shares will, upon Admission, rank pari passu in all
respects with the Ordinary Shares in issue as at that date,
including the right to receive all dividends or other distributions
declared, made or paid after Admission. The Placing Shares will
represent approximately 26.1 per cent. of the Company's enlarged
issued ordinary share capital immediately following completion of
the Placing.
Further details of the Placing are below.
For further information:
Avacta Group plc Tel: +44 (0) 844 414
Alastair Smith, Chief Executive Officer 0452
Tim Sykes, Chief Financial Officer www.avacta.com
Numis Securities Limited Tel: +44 (0) 207 260
Michael Meade / Freddie Barnfield - Nominated 1000
Adviser www.numiscorp.com
James Black - Corporate Broking
WG Partners LLP - Joint Broker Tel: +44 (0) 203 705
David Wilson 9330
Claes Spång www.wgpartners.co.uk
Media Enquiries Tel: +44 (0) 20 3727
FTI Consulting 1000
Simon Conway/Natalie Garland-Collins avacta@fticonsulting.com
1. Background to and reasons for the Placing
The research reagents, diagnostics and bio-therapeutics markets,
which are estimated to have a combined annual value of
approximately $85 billion, are dominated by antibody based products
and solutions. The Company's proprietary affinity reagents, known
as Affimers, are an engineered alternative to antibodies whose
performance characteristics, the Directors believe, are capable of
providing a competitive advantage over antibodies in many
applications. The principal characteristics of that competitive
advantage are as follows:
-- Size: Affimers are small, simple robust proteins which can be
manufactured in high yield, generally without problems of
aggregation (a process of uncontrolled combination of many proteins
together which can affect elements of functionality and introduce
the risk of toxicity in a commercial or manufacturing process);
-- Short development time: Affimers are capable of being
generated on timescales measured in weeks rather than months;
-- Batch variability and supply security: Affimers are
engineered in vitro and, accordingly, Affimers have negligible
batch to batch variability and a more secure supply chain;
-- Specificity: Affimers' specificity can be controlled and
enhanced during the in vitro screening process; and
-- Target range: the Affimer generation process does not use
animals and, accordingly, the possible range of targets to be
addressed is not limited by an animal's immune response, and
Affimers are also known to survive and remain functional inside
cells so they may also be developed to bind to intra-cellular
targets.
These characteristics address many of the currently understood
performance limiting factors of antibodies which, the Directors
believe, provides the Company with a significant opportunity across
the life sciences markets to offer a superior alternative.
During May 2014, the Company carried out a placing of its
ordinary shares to raise approximately GBP10 million (after
expenses) to fund the development and commercialisation of Affimers
as research reagents and diagnostics, including GBP0.5 million to
be invested in understanding the potential of the Affimer
technology as a bio-therapeutic platform. The Directors believe
that the Group has made significant progress in this regard and
that the Affimer technology could become a leading bio-therapeutic
platform with competitive advantages against both antibodies and
other non-antibody protein scaffolds. The potential of the Affimer
technology as a bio-therapeutic platform has recently been
validated commercially with the Group signing its first licensing
agreement, with Moderna Therapeutics Inc. ("Moderna"), in May 2015.
Under this agreement, Moderna has paid an initial sum of US$0.5
million to provide exclusive access to Affimers against certain
targets and, with contracted research services, option fees,
milestone payments and product royalties, the agreement could
deliver several tens of millions of dollars of revenue to the Group
over time.
The Directors believe that a successful bio-therapeutic
development programme could deliver significant value for
shareholders in addition to the value that could be generated from
the commercialisation of Affimers as research reagents and
diagnostics.
The Group's strategy is to develop a pipeline of Affimer assets
whilst accelerating Affimers into the clinic with partners and
through an in-house development programme. Its key near term
objectives are as follows, to:
-- deliver the first Affimer therapeutic into the clinic - a
significant value inflection point;
-- secure further Affimer development partnerships/licenses to
get Affimers into multiple third party programmes; and
-- generate a pipeline of therapeutic Affimers and enabling
Affimer platform technologies for licensing or future in-house
development.
2. Current trading
The Group announced its interim results for the six month period
ended 31 January 2015 on 28 April 2015 and announced a Trading
Update on 7 July 2015 and expects to announce its results for the
year ending 31 July 2015 on or around 26 October 2015.
3. Use of proceeds
The net proceeds of the Placing are expected to be approximately
GBP21.0 million, of which GBP8.5 million is expected to be invested
in infrastructure, specifically on:
-- moving the therapeutics team to larger facilities from its
current facilities at the Bioscience Catalyst, Stevenage; and
-- expanding the team to support internal programmes and
research partnerships.
The Directors expect to invest GBP12.5 million in in-house
development programmes, in the following principal areas:
-- pre-clinical development of a number of Affimer immune
checkpoint inhibitors and getting the lead asset into the
clinic;
-- pre-clinical development of a family of Affimers that
modulate blood clotting for the treatment of cardiovascular and
bleeding disorders;
-- further development of the enabling platform technologies -
broadly applicable tools to enhance Affimer therapeutics and
improve third parties' products:
o bi-specifics for combine therapies and targeting;
o Affimer-drug-conjugates (ADC);
o serum half-life extension; and
o formulation for topical and intra-cellular/liposomal delivery; and
-- continuing to strengthen the intellectual property around the
enabling platform and file on individual Affimers and their
therapeutic effects.
4. Information on the Placing
The Company is proposing to raise up to GBP22.0 million (before
fees and expenses) by way of a placing of up to 1,760,000,000 new
Ordinary Shares at the Placing Price. The Placing Shares will, if
issued in full, represent approximately 26.1 per cent. of the
Enlarged Share Capital. The Placing Price represents a discount of
approximately 2.0 per cent. to the Closing Price of 1.275 pence per
Ordinary Share as at 14 July 2015 (being the last Business Day
prior to the announcement of the Placing).
Admission is conditional, inter alia, on:
-- the relevant conditions in the Placing Agreement being
satisfied or (if applicable) waived and the Placing Agreement not
having been terminated in accordance with its terms prior to
Admission;
-- the passing of Resolution 1; and
-- Admission becoming effective by no later than 8.00 a.m. on 3
August 2015 (or such later time and/or date as the Company and the
Joint Brokers may agree, not being later than 8.30 a.m. on 18
August 2015).
In connection with the Placing, the Company has entered into the
Placing Agreement pursuant to which the Joint Brokers have each
agreed, in accordance with its terms, to use their respective
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price.
The Placing Agreement contains customary undertakings and
warranties given by the Company to the Joint Brokers including as
to the accuracy of information contained in this document, to
matters relating to the Group and its business and a customary
indemnity given by the Company to the Joint Brokers in respect of
liabilities arising out of or in connection with the Placing. The
Joint Brokers are entitled to terminate the Placing Agreement in
certain circumstances prior to Admission, including in the event of
a material breach of the Placing Agreement and circumstances where
any of the warranties are found not to be true or accurate or were
misleading and which in any such case is material, or the
occurrence of certain force majeure events. Termination rights
under the Placing Agreement can be exercised prior to
Admission.
The Placing Shares will be issued credited as fully paid and
will rank in full for all dividends and other distributions
declared, made or paid after Admission and will otherwise rank on
Admission pari passu in all respects with the then existing
Ordinary Shares at that time. The Placing Shares are not being made
available to the public and are not being offered or sold in any
jurisdiction where it would be unlawful to do so.
The Placing has not been underwritten by the Joint Brokers or
any other person.
5. Admission and dealings
An application will be made to the London Stock Exchange for the
Admission of the Placing Shares to trading on AIM. It is expected
that Admission will become effective on 3 August 2015 and that
dealings in the Placing Shares will commence at 8.00 a.m. on that
date.
6. General Meeting and Circular
A General Meeting of the Company will be convened to be held at
the offices of Walker Morris LLP at Kings Court, 12 King Street,
Leeds LS1 2HL at 9.30 a.m. on 31 July 2015, at which, amongst other
things, a special resolution will be proposed to authorise the
Directors to allot Ordinary Shares pursuant to the Placing on a
non-pre-emptive basis. This authority, if granted, will be in
addition to any existing like authority already conferred upon the
Directors. A Circular to shareholders containing further
information on the Placing and notice of the General Meeting is
expected to be despatched to Shareholders later today.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS")
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND
INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER
STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) FALL 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 APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX,
IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR
THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Member State of
the European Economic Area ("EEA") which has implemented the
Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Joint Brokers has
been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any Member State
of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive
as having been made to such persons; and/or
3. (a) (i) it is not in the United States, (b) it is a dealer or
other professional fiduciary in the United States acting on a
discretionary basis for a non-US person (other than an estate or
trust) in reliance on Regulation S under the Securities Act; or (c)
it is otherwise acquiring the Placing Shares in an "offshore
transaction" meeting the requirements of Regulation S under the
Securities Act.
The Company and the Joint Brokers will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, New Zealand, Japan
or the Republic of South Africa or in any jurisdiction in which
such publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, New Zealand, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, New Zealand, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given.
Details of the Placing
The Joint Brokers have entered into the Placing Agreement with
the Company under which the Joint Brokers have each, on the terms
and subject to the conditions set out therein, undertaken to use
their respective reasonable endeavours to procure severally, as
agents for the Company, subscribers for the Placing Shares at the
Placing Price.
The Placing Agreement contains customary undertakings and
warranties given by the Company to the Joint Brokers including as
to the accuracy of information contained in the Circular, to
matters relating to the Company and its business and a customary
indemnity given by the Company to the Joint Brokers in respect of
liabilities arising out of or in connection with the Placing. The
Placing is conditional upon, amongst other things, Resolution 1
being passed by the requisite majority.
A Circular explaining the background to and reasons for the
Placing, and containing the Notice of General Meeting will be sent
to shareholders. A copy of the Circular and the Notice of General
Meeting will also be available from the Company's website at:
www.avacta.com.
The Placing is also conditional upon Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
The Company, subject to certain exceptions, has agreed not to
allot, issue or grant any rights in respect of its Ordinary Shares
in the period of 90 days from the date of Admission without prior
written consent of each of the Joint Brokers (such consent not to
be unreasonably withheld or delayed).
Application for admission to trading
Application will be made to the London Stock Exchange for
Admission. Subject to, amongst other things, Resolution 1 being
passed by the requisite majority at the General Meeting, it is
expected that settlement of the Placing Shares and Admission will
become effective on or around 3 August 2015 and that dealings in
the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. The Joint Brokers (whether through themselves or any of their
affiliates) are arranging the Placing as placing agents of the
Company for the purpose of using their respective reasonable
endeavours to procure Placees at the Placing Price for the Placing
Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis and/or WGP. Numis, WGP and their respective affiliates may
participate in the Placing as principal.
3. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
4. The Placing Price will be a fixed price of 1.25 pence per new Ordinary Share.
5. An offer to acquire Placing Shares, which has been
communicated by a prospective Placee to either of the Joint Brokers
which has not been withdrawn or revoked prior to publication of
this Announcement, shall not be capable of withdrawal or revocation
immediately following the publication of this Announcement without
the consent of the Joint Brokers.
6. Each Placee's allocation will be determined by the Joint
Brokers (following consultation with the Company) and will be
confirmed to Placees orally by Numis and/or WGP, and a trade
confirmation or contract note will be despatched as soon as
practicable thereafter. The oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of each
of the Joint Brokers and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's Articles of Association.
7. Except as required by law or regulation, no press release or
other announcement will be made by Numis, WGP or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the times and on the basis explained below under
"Registration and Settlement".
9. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
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".
10. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law, none of the
Company, the Joint Brokers or any of their respective affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) under these terms and
conditions). In particular, none of the Company, the Joint Brokers
or any of their respective affiliates shall have any liability
(including to the fullest extent permissible by law, any fiduciary
duties) in respect of either of the Joint Brokers' conduct of the
Placing. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and the Joint Brokers shall have no liability to the Placees for
the failure of the Company to fulfil those obligations.
Conditions of the Placing
The Joint Brokers' obligations under the Placing Agreement are
conditional on, inter alia:
(a) the passing (without material amendment, save as agreed by
the Joint Brokers) of Resolution 1 at the General Meeting;
(b) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(c) Admission taking place not later than 8.00 a.m. on 3 August 2015.
If (i) any of the conditions contained in the Placing Agreement
is not fulfilled or waived by each of the Joint Brokers by the
respective time or date where specified (or such later time or date
as the Company and each of the Joint Brokers may agree, not being
later than 8.30 a.m. on 18 August 2015 (the "Final Date"), or (ii)
the Placing Agreement is terminated as described below, the Placing
will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The Joint Brokers may, in their respective absolute discretions,
waive, or extend the period (up to the Final Date) for, compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that the condition relating to the passing of Resolution 1 and
the condition relating to Admission taking place may not be waived
and the period for compliance with such conditions may not be
extended. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither the Joint Brokers nor the Company 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 Brokers.
Right to terminate under the Placing Agreement
Each of the Joint Brokers is entitled in its absolute
discretion, at any time before Admission and after such
consultation with the Company and the other Joint Broker as the
circumstances allow, to terminate the Placing Agreement by giving
notice to the Company and the other Joint Broker in certain
circumstances, including, inter alia:
(a) in the opinion of Numis and/or WGP (acting in good faith),
the warranties given by the Company to the Joint Brokers (contained
in the Placing Agreement) are not true and accurate or have become
misleading (or would not be true and accurate or would be
misleading if they were repeated at any time before Admission) by
reference to the facts subsisting at the time when the notice
referred to above is given, in each case in a way that is material
in the context of the Placing; or
(b) in the opinion of Numis and/or WGP (acting in good faith),
the Company fails to comply with any of its obligations under the
Placing Agreement and that failure is material in the context of
the Placing; or
(c) in the opinion of Numis and/or WGP (acting in good faith),
there has been a development or event (or any development or event
involving a prospective change of which the Company is, or might
reasonably be expected to be, aware) which will or is reasonably
likely to have a material adverse effect on or affecting the
operations, the condition (financial or otherwise), prospects,
management, results of operations, financial position, business or
general affairs of the Company or the Company's group (taken as a
whole) respectively whether or not foreseeable and whether or not
arising in the ordinary course of business, which in each case is
material in the context of the Placing; or
(d) there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of
securities generally on any stock exchange; any change in currency
exchange rates or exchange controls or a disruption of settlement
systems or a material disruption in commercial banking, in each
case as would be likely in the opinion of Numis and/or WGP (acting
in good faith) to materially prejudice the success of the
Placing.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Numis and/or WGP of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Numis and/or WGP (as applicable), and that
it need not make any reference to Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or decision not to exercise. Placees will have no rights
against Numis, WGP, the Company or any of their respective
directors or employees under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended).
No admission document or prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the Exchange Information
(as defined further below). Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Exchange Information), representation,
warranty, or statement made by or on behalf of the Company, Numis,
WGP or any other person and neither Numis, WGP, the Company nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by Numis, WGP, the Company, or their
respective officers, directors, employees or agents. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company,
Numis, nor WGP are making any undertaking or warranty to any Placee
regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or
regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0033519546) following Admission will take place within CREST
provided that, subject to certain exceptions, Numis reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Numis (as agent for the Company) and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the CREST or certificated settlement
instructions that it has in place with Numis.
It is expected that settlement in respect of the Placing Shares
will be on 3 August 2015 on a T+2 basis in accordance with the
instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis' account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Numis (as agent for the Company)
on demand for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve
tax or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares to
Numis and/or WGP, each Placee confers on Numis all such authorities
and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which Numis lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and each of the
Joint Brokers, namely that, each Placee (and any person acting on
such Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
for Companies (collectively "Exchange Information"), which includes
the Company's most recent balance sheet and profit and loss account
and the Company's announcements and circulars published in the past
12 months and that it is able to obtain or access such information
without undue difficulty;
4. acknowledges that none of Numis, WGP, the Company, any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Numis, WGP, the Company,
their respective affiliates or any person acting on behalf of any
of them to provide it with any such information and has read and
understood the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Numis, WGP, their respective affiliates or any person acting on its
or their behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously or concurrently
published by or on behalf of the Company, and will not be liable
for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement and
any Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made
by Numis, WGP, the Company or any of their respective directors,
officers or employees or any person acting on behalf of any of
them, or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the Research Department of Numis or WGP
(the views of such Research Department not representing and being
independent from those of the Company and the Corporate Finance
Department of Numis and not being attributable to the same)), and
neither Numis, WGP, nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this Announcement as it
may otherwise place on a prospectus or admission document. Each
Placee further acknowledges and agrees that it has relied solely on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and it
will not rely on any investigation that Numis, WGP, their
respective affiliates or any other person acting on its or their
behalf has or may have conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that neither of the Joint Brokers has any duties
or responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that neither of the Joint Brokers is acting for it or
its clients and that neither of the Joint Brokers will be
responsible for providing protections to it or its clients;
8. acknowledges that none of Numis, WGP, any of their respective
affiliates or any person acting on behalf of it or them has or
shall have any liability for the Exchange Information, any publicly
available or filed information or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
9. neither Numis, WGP, their respective ultimate holding company
nor any direct or indirect subsidiary undertakings of such holding
company, nor any of their respective directors and employees shall
be liable to Placees for any matter arising out of Numis' or WGP's
role as placing agent or otherwise in connection with the Placing
and that where any such liability nevertheless arises as a matter
of law each Placee will immediately waive any claim against any of
such persons which you may have in respect thereof;
10. represents and warrants that it is not in the United States;
11. acknowledges that the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, and that the offer and sale of the Placing
Shares to it has been made outside of the United States in an
'offshore transaction' (as such term is defined in Regulation S
under the Securities Act) and agrees not to reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in
accordance with any applicable securities laws of any state or
jurisdiction of the United States;
12. unless otherwise specifically agreed in writing with the
Joint Brokers, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of
Canada, Australia, New Zealand, Japan or the Republic of South
Africa;
13. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada,
Australia, New Zealand, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and Part VIII of
FSMA; (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2007; and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Joint Brokers such evidence, if
any, as to the identity or location
or legal status of any person which Numis and/or WGP may request
from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by Numis and/or WGP on
the basis that any failure by it to do so may result in the number
of Placing Shares that are to be purchased by it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as Numis and WGP may together decide in their sole
discretion;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Joint Brokers has
been given to the offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (including any relevant implementing
measure in any member state);
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with the Joint Brokers in writing,
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is
a person (i) who has professional experience in matters relating to
investments falling within Article 19(1) of Order; (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Numis and/or WGP;
24. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the Placing Shares may be placed with other
subscribers or sold as Numis and WGP may in their sole discretion
determine and without liability to such Placee and it will remain
liable and will indemnify Numis and WGP on demand for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear the liability for
any stamp duty or stamp duty reserve tax or security transfer tax
(together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the
placing or sale of such Placee's Placing Shares on its behalf;
25. acknowledges that none of Numis, WGP, any of their
respective affiliates, or any person acting on behalf of any of
them, is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of Numis nor WGP and that neither Numis nor WGP has any
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 rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
26. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Numis, WGP nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company, Numis and WGP in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
account of Numis who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter (including non-contractual
matters) arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or Numis 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;
28. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
29. agrees that the Company, Numis, WGP and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Numis and WGP on their own behalf
and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, Numis, WGP and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
31. acknowledges that no action has been or will be taken by any
of the Company, Numis, WGP or any person acting on behalf of the
Company, Numis or WGP that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
32. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
34. acknowledges that Numis, WGP or any of their respective
affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares and may offer or sell such
shares other than in connection with the Placing;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Joint
Brokers and the Company and are irrevocable and shall not be
capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Joint Brokers will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Brokers in the event that any of
the Company, Numis and/or WGP has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Joint Brokers
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither Numis nor WGP owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Numis, WGP or any of their respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Numis or WGP, any money held in an account with Numis
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Numis' money in accordance
with the client money rules and will be used by Numis in the course
of its own business and the Placee will rank only as a general
creditor of Numis.
All times and dates in this Announcement may be subject to
amendment. Numis and/or WGP shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
'Act' means the Companies Act 2006, as amended from time to
time;
'Admission' means the admission of the Placing Shares to trading
on AIM becoming effective in accordance with the AIM Rules for
Companies;
'AIM' means the market of that name operated by the London Stock
Exchange;
'AIM Rules for Companies' means the provisions of the London
Stock Exchange AIM Rules for Companies as amended from time to time
governing, inter alia, admission to AIM and the continuing
obligations of AIM companies;
'Announcement' means this announcement (including the appendix
to this announcement);
'Business Day' means any day on which banks are generally open
in England and Wales for the transaction of business, other than a
Saturday, Sunday or public holiday;
'Company' means Avacta Group plc;
'Circular' means the circular to be issued by the Company to the
holders of Ordinary Shares containing, inter alia, further details
of the Placing and the Notice of General Meeting;
'CREST' means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
'Directors' or 'Board' means the directors of the Company as at
the date of this Announcement;
'Enlarged Share Capital' means the issued ordinary share capital
of the Company as it will be immediately following completion of
the Placing (assuming no further Ordinary Shares are issued
following the date of this Announcement and prior to completion of
the Placing and that the Placing is fully subscribed);
'Existing Shares' means 4,979,399,550 Ordinary Shares in issue
at the date of this Announcement;
'FCA' means the Financial Conduct Authority of the United
Kingdom;
'FSMA' means the Financial Services and Markets Act 2000 (as
amended);
'General Meeting' means the general meeting of the Company to be
convened at 9.30 a.m. on 31 July 2015 (or any adjournment
thereof);
'Joint Brokers' means Numis and WGP;
'London Stock Exchange' means London Stock Exchange plc;
'Notice of General Meeting' means the notice of the General
Meeting which is set out at the end of the Circular;
'Numis' means Numis Securities Limited, registered in England
and Wales with number 2285918, whose registered office is at The
London Stock Exchange Building, 10 Paternoster Square, London EC4M
7LT;
'Ordinary Shares' means the ordinary shares of 0.1 pence each in
the capital of the Company;
'Placing' means the placing of the Placing Shares by the Joint
Brokers, on behalf of the Company, with Placees pursuant to the
Placing Agreement;
'Placing Agreement' means the placing agreement dated 15 July
2015 between the Company and the Joint Brokers in respect of the
Placing;
'Placing Price' means 1.25 pence per Placing Share;
'Placing Shares' means 1,760,000,000 new Ordinary Shares to be
allotted on Admission pursuant to the Placing;
'Resolutions' means the resolutions to be proposed at the
General Meeting as set out in the Notice of General Meeting and
'Resolution 1' means the first of those Resolutions;
'Prospectus Directive' means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC;
'Securities Act' means the US Securities Act of 1933, as
amended;
'Shareholders' means holders of Ordinary Shares at the relevant
time;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland;
'United States' or 'US' means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia; and
'WGP' means WG Partners LLP, registered in England and Wales
with number OC369354, whose registered office is at Munro House,
Portsmouth Road, Cobham, Surrey KT11 1PP.
Important information
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Numis Securities Limited
("Numis") or WG Partners LLP ("WG") (Numis and WG together, the
"Joint Brokers") that would permit an offering of such shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and the Joint Brokers to inform themselves about, and to
observe such restrictions.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the Directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and neither the
Joint Brokers nor, except as required by applicable law, the
Company assumes any responsibility or obligation to update publicly
or review any of the forward-looking statements contained herein.
You should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
The Joint Brokers, which are both authorised and regulated in
the United Kingdom by the Financial Conduct Authority, are acting
for the Company in relation to the Placing and Admission and are
not acting for any other persons in relation to the Placing and
Admission. The Joint Brokers are acting exclusively for the Company
and for no one else in relation to the matters described in this
announcement and are not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of the Joint Brokers,
or for providing advice in relation to the contents of this
announcement or any matter referred to in it. The responsibilities
of Numis as the Company's nominated adviser and broker under the
AIM Rules for Companies and the AIM Rules for Nominated Advisers
are owed solely to the London Stock Exchange and are not owed to
the Company or to any director or shareholder of the Company or any
other person, in respect of his decision to acquire shares in the
capital of the Company in reliance on any part of this
announcement, or otherwise.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Brokers or by any of their
affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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